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Krsnaa Diagnostics Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1550.41 Cr. P/BV 1.56 Book Value (Rs.) 307.33
52 Week High/Low (Rs.) 838/464 FV/ML 5/1 P/E(X) 15.29
Bookclosure 18/09/2026 EPS (Rs.) 31.27 Div Yield (%) 0.00
Year End :2026-03 

Your Directors are pleased to present the 16th Annual Report (“this report”) on the business and operations of
Krsnaa Diagnostics Limited (“
Company”), along with the Audited Financial Statements for the fiscal year ended
March 31, 2026.

FINANCIAL RESULTS

Below is a summary of the key highlights from the Standalone and Consolidated Audited Financial Statements of
your Company for the year ended March 31, 2026:

Consolidated

Standalone

Particulars

Year ended

Year ended

Year ended

Year ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Revenue from Operations

7,727.24

7,171.60

6,909.47

6,816.95

Other Income

433.90

255.35

434.12

256.69

Total Income

8,161.64

7,426.95

7,343.59

7,073.64

Operating & Other Expenses

5,609.03

5,270.22

4,783.39

4,859.37

Finance Cost

343.64

246.51

339.41

245.66

Depreciation and Amortization expense

904.61

883.24

897.58

881.58

Total Expenses

6,857.28

6,400.08

6,020.38

5,977.62

Share of profit/(loss) in Associate

(0.69)

-

-

-

Profit Before Tax (pbt)

1,303.67

1,026.87

1,323.21

1,096.02

Tax Expenses

289.36

250.79

296.46

267.94

Profit After Tax (pat)

1,014.31

776.08

1,026.75

828.08

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the Company reported
Revenue from Operations at H7,728 million on consolidated
basis and H6,909 million on standalone basis, reflecting
a robust 8% growth over the previous year, among the
highest growth rate in the industry.

The business maintains a well-balanced revenue mix,
with Radiology contributing to 48% and Pathology
contributing 52% of the total revenue.

EBITDA stood at H 2,118 million, marking a strong 11%
increase year-on-year, Profit After Tax (PAT) for the
year stood at H1,014 million.

Operationally, the Company conducted over 59 million
tests during the year.

Over the recent years, the Company has demonstrated
remarkable growth, positioning itself among India's
fastest growing diagnostic service providers. Its
geographical footprint has expanded from over 660
centres in FY18 to more than 6,500 centres in FY26.
During this period, Revenue from Operations recorded a
CAGR of 28%, while the Net Profit grew at a CAGR of 46%.

DIVIDEND

Your Directors are pleased to recommend a Dividend
of H 2/- (Rupees Two Only) per equity share of the face
value of H 5/- (Rupees Five only) each as Final Dividend

for the financial year ended March 31, 2026, subject to
approval by the Members at the 16th Annual General
Meeting (“
AGM”) of the Company.

The total dividend outflow for the financial year ended
March 31, 2026 amounts to H 64.88 million, representing
a dividend payout ratio of 6.4%.

As per the provisions of the Income Tax Act, 1961,
dividends paid or distributed by the Company shall be
taxable in the hands of the shareholders. Accordingly,
the Company will make the payment of the dividend
after deduction of tax deducted at source (“
TDS”).

The dividend recommended is in accordance with
the Company’s Dividend Distribution Policy. The policy
includes the parameters as set out in Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations
2015 (“SEBI Listing Regulations”) and is available on
the Company’s website at
https://krsnaadiagnostics.
com/investors/.

CONSOLIDATED ACCOUNTS

The Consolidated financial statements for F.Y. 2025-26
have been prepared in line with Companies Act, 2013,
Indian Accounting standards (IND-AS) and SEBI Listing
Regulations, 2015, based on the audited financials of
the Company and its Subsidiaries as approved by their
respective Boards of Directors.

TRANSFER TO RESERVES

During the year under review, no amount has been
transferred to the General Reserves of the Company
from current year profit.

SHARE CAPITAL AND DEBT STRUCTURE
Authorized Share Capital

During the year under review, there was no change
in the Authorized Share Capital of the Company. As
on March 31, 2026, the Authorized Share Capital of the
Company stood at H1,47,15,76,922 (Rupees One Hundred
Forty-seven Crore Fifteen Lakh Seventy-Six Thousand
Nine Hundred Twenty-Two Only) divided into¬
- 29,43,15,384 (Twenty-Nine Crore Forty-three Lakh

Fifteen Thousand Three Hundred Eighty-Four)
Equity Shares of face value of H 5/- (Rupees
Five only) and;

- Unclassified Share Capital H 2/- (Rupees Two Only)
Paid- up Share Capital

During the year under review, there was a change in
the Paid-up Capital of the Company as the Company
issued 1,48,909 shares to its Employees under Employee
Stock Option Scheme, 2020. Accordingly, as on March
31, 2026, the Paid-up Capital of the Company stood
at H16,21,93,360 (Rupees Sixteen Crores Twenty One
Lakhs Ninety Three Thousand Three Hundred and
Sixty Only) divided into 3,24,38,672 equity shares of H 5
(Rupees Five only).

During the year under review, your Company has not
issued any Equity Shares with differential voting rights,
Bonus Shares and Sweat Equity Shares.

ISSUE OF NON-CONVERTIBLE DEBENTURES

During the year under review, the Board of Directors,
at its meeting held on 12 December 2025, approved
the issuance of secured, redeemable, non¬
convertible debentures for an aggregate amount of
^430,00,00,000 (Rupees Four Hundred and Thirty Crore
only) on a private placement basis. Pursuant thereto,
the allotment of such debentures was completed on
February 23 2026, the Company allotted on 23 February
2026 an aggregate of 43,000 (Forty-Three Thousand)
secured, redeemable, non-convertible debentures
of face value ?1,00,000 (Rupees One Lakh only) each,
aggregating ^430,00,00,000 (Rupees Four Hundred and
Thirty Crore only), to the Asian Development Bank, on a
private placement basis, in accordance with Sections
42 and 71 of the Companies Act, 2013 read with the
Companies (Prospectus and Allotment of Securities)
Rules, 2014 and the Companies (Share Capital and
Debentures) Rules, 2014.

The debentures carry a coupon of 7.790% per annum,
having a tenure of seven years, and are redeemable in
13 (thirteen) equal instalments commencing six months
from the date of allotment, with interest and principal
payable half-yearly. The debentures are secured by an

exclusive charge on certain assets of the Company in
terms of the Debenture Trust Deed and the charge has
been registered with the Registrar of Companies. The
debentures are not listed on any stock exchange.

CREDIT RATINGS

During the year under review, ICRA, the credit
rating agency has reaffirmed a rating “
ICRA A1” as
short-term rating and “
ICRA A” with “Stable” outlook as
the Long-term rating.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31, 2026, the Company had 8 (Eight)
Wholly-Owned subsidiaries.

Sr.

No.

Name of Subsidiaries

Shareholding
/ Ownership

1

KDPL Diagnostics (Ludhiana)
Private Limited

2

KDPL Diagnostics (Amritsar)
Private Limited

3

KDPL Diagnostics (Bathinda)

Private Limited

100%

4

KDPL Diagnostics (Jalandhar)
Private Limited

Wholly

Owned

5

KDPL Diagnostics (Patiala)
Private Limited

Subsidiaries

6

KDPL Diagnostics (SAS Nagar)
Private Limited

7

Krsnaa Diagnostics (Mohali)
Private Limited

8

Krsnaa Retail Private Limited

9

Apulki Healthcare (KDMC)

26% holding

Private Limited

through

wholly-owned

subsidiary

There has been no material change in the nature
of the business of the subsidiaries during the
period under review.

During the year, under review, Apulki Healthcare Private
Limited ceased to be an associate company of the
Company. Further, Krsnaa Retail Private Limited (“KRPL”),
a wholly-owned subsidiary of the Company acquired
an additional 16% equity shares during FY 2025-26,
taking its total holding to 26% of the paid-up equity
share capital. Consequent to the said acquisition,
Apulki Healthcare (KDMC) Private Limited became an
associate company of KRPL.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, (hereinafter referred to as “
the
Act
”) your Company has prepared the consolidated
financial statements of the Company and all its
subsidiaries, which forms a part of this report. Further,
a statement containing the salient features of the
financial statements of the subsidiaries and Associate

Further pursuant to the provision of Section 136(1) of
the Act, the audited financial statements along with
the consolidated financial statements are available
on Company’s Website at
https://krsnaadiagnostics.
com/investors/.

Your Company has formulated a Policy for determining
Material Subsidiaries. Further, as per the Policy, your
Company does not have any Material Subsidiary as on
March 31, 2026.

The Policy is available on the website of your Company
which can be accessed at
https://krsnaadiagnostics.
com/investors/.

DIRECTORS

The composition of the Board of Directors of your
Company is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the SEBI
Listing Regulations, with an appropriate combination
of Executive, Non-Executive and Independent Directors.
The complete list of Directors of the Company has been
provided as part of the Corporate Governance Report.

The appointment and remuneration of Directors are
governed by the Policy devised by the Nomination
and Remuneration Committee of your Company. The
detailed terms of reference of the Nomination and
Remuneration Committee is provided in the Corporate
Governance Report.

1. Retirement by rotation and subsequent
re-appointment

Pursuant to the provision of section 152 of the
Act, Mr. Yash Mutha, Director, is liable to retire by
rotation and being eligible for re-appointment
at the ensuing Annual General Meeting (“
AGM”)
of the Company, has offered himself for
reappointment. His details as required under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial
Standards on General Meetings issued by the
Institute of Company Secretaries of India are
contained in the accompanying Notice convening
the ensuing AGM of the Company. An appropriate
resolution seeking the shareholders’ approval for
his re-appointment as Director is included in the
Notice of the AGM.

2. Changes during the period under review

During the year under review, there were no
changes in the Board of Directors of the Company.
However, as on date of this report following were
the changes in the Board:

a. Ms. Pallavi Shantilal Bhatevara retired from
the Board upon completion of her tenure with
effect from April 25, 2026, and did not seek
re-appointment.

b. Ms. Chhaya Palrecha retired as an
Independent Director of the Company upon
completion of her tenure with effect from
April 24, 2026, and did not seek re-appointment.

c. Mr. Rajiva Ranjan Verma retired as an
Independent Director of the Company upon
completion of his tenure with effect from April
24, 2026, and did not seek re-appointment.

d. Ms. Lilian Jessie Paul was inducted onto the
Board as an additional Independent Director
with effect from April 24, 2026 Subsequently,
the shareholders approved her appointment
through a Postal Ballot dated July 04, 2026.

e. Mr. Raju Venkatraman was inducted onto the
Board as an additional independent director
with effect from April 25, 2026 Subsequently,
the shareholders approved his appointment
through a Postal Ballot dated July 04, 2026.

3. Declaration from the Independent Directors

The Company has, inter alia, received the following
declarations from all the Independent Directors
confirming that:

a. they meet the criteria of independence as
prescribed under the provisions of the Act,
read with Schedule IV and Rules issued
thereunder, and the Listing Regulations. There
has been no change in the circumstances
affecting their status as Independent
Directors of the Company;

b. they have complied with the Code for
Independent Directors prescribed under
Schedule IV to the Act; and

c. they have registered themselves with the
Independent Director’s Database maintained
by the Indian Institute of Corporate Affairs
and have qualified the online proficiency
self-assessment test or are exempted from
passing the test as required in terms of
Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualifications
of Directors) Rules, 2014.

None of the Directors of the Company are
disqualified from being appointed as Directors
as specified under Section 164(1) and 164(2) of
the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 or are debarred or disqualified by the
Securities and Exchange Board of India (“SEBI”),
Ministry of Corporate Affairs (“MCA”) or any other
such statutory authority.

All members of the Board and the Senior
Management Personnel have affirmed
compliance with the Code of Conduct for Board
and Senior Management Personnel for the
financial year 2025-26.

The Company had sought the following certificates from independent and reputed Practising Company
Secretaries confirming that:

a. none of the Directors on the Board of the Company have been debarred or disqualified from being
appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV
and Rules issued thereunder and the Listing Regulations.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 2(51) and 203 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following persons have been designated as Key Managerial
Personnel of the Company as on March 31, 2026.

Sr.

No.

1

Name

Designation

Mr. Rajendra Mutha

Chairman and Whole-time Director

2

Ms. Pallavi Bhatevara*

Whole-time Director

3

Mr. Yash Mutha

Managing Director

4

Mr. Mitesh Dave

Group Chief Executive Officer

5

Mr. Sujoy Bose

Company Secretary

BOARD MEETINGS

Your Board of Directors met 7 (Seven) times during the
year under review. The details of the meeting of Board
are given in the Corporate Governance Report, which
forms an integral part of this Annual Report. The gap
between any two consecutive meetings of the Board
of Directors during the financial year did not exceed
one hundred and twenty (
120) days, in compliance
with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

COMMITTEES OF BOARD

The Board of Directors of your Company have formed
various Committees, as per the provisions of the Act
and as SEBI Listing Regulations and as a part of the
best corporate governance practices, the terms of
reference and the constitution of these Committees
is in compliance with the applicable laws and to
ensure focused attention on business and for better
governance and accountability. The constituted
Committees are as below:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee and;

e) Risk Management Committee;

f) Operation Committee

The details with respect to the composition, terms of
reference, number of meetings held and business
transacted by the aforesaid Committees are given in
the “
Corporate Governance Report" of the Company
which is presented in a separate section and forms a
part of the report of the Company.

During the year under review, two separate meetings
of the Independent Directors were held on November
06, 2025 and February 22, 2026, with no participation
of Non- Independent Directors or the Management
of the Company. The Independent Directors had
discussed and reviewed the performance of the Non¬
Independent Directors and the Board as a whole and
also assessed the quality, quantity and timeliness of the
flow of information between the Management and the
Board, which is necessary for the Board to effectively
and reasonably perform its duties

COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION

In compliance with the provision of Section 178 of
the Act, the Board has, on the recommendation
of the Nomination & Remuneration Committee of
the Company, framed a policy for selection and
appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration. The
policy on The Nomination and Remuneration Policy
is available on the website of the Company at
https://krsnaadiagnostics.com/investors/.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of the
Audit Committee were accepted by the Board. The
composition of the Audit Committee is as mentioned in
the Report on Corporate Governance, which forms part
of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company’s CSR Policy statement and report
on the CSR activities undertaken during the financial
year ended March 31 2026, in accordance with Section
135 of the Act and Companies (Corporate Social

As per the provisions of Section 135 of the Act, every
Company falling under the applicability of Corporate
Social Responsibility is required to spend 2% of its
average net profits of the previous three years on the
activities given under Schedule VII of the Act, and CSR
policy adopted by the Board of Directors.

During the year under review the Company was
required to spend H 17.30 million towards Corporate
Social Responsibility (csr) activities, as per the
provisions of Section 135 of the Companies Act, 2013.
However, an amount of H 8.85 million remained unspent
as on March 31, 2026.

The unspent amount pertains to ongoing projects and
has been transferred to the "Unspent CSR Account” in
compliance with Section 135(6) of the Companies Act,
2013, within the prescribed timeline. The Company is
committed to utilizing the same in accordance with the
CSR policy, recommendation of the CSR Committee
and applicable regulatory requirements in the
upcoming years.

The Composition of CSR Committee and meetings of
the CSR Committee held during the year have been
disclosed in the Corporate Governance Report and
the Policy is available on the Company’s website at
https://krsnaadiagnostics.com/investors/.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has a vigil mechanism/whistle blower
policy in place and has established the necessary
vigil mechanism for directors and all employees
in conformation with Section 177(9) of the Act
and Regulation 22 of the SEBI Listing Regulations,
to report concerns about unethical behavior. No
person was denied access to the Chairperson of
the Audit Committee during the year under review.
The Policy is available on the Company’s Website at
https://krsnaadiagnostics.com/investors/.

AUDITORS

1. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the
Act, read with the Companies (Audit and Auditors)
Rules, 2014, M/s. M S K A & Associates LLP, Chartered
Accountants, were appointed as the Statutory
Auditors of the Company in eleventh Annual
General Meeting held on July 13, 2021 for a period
of five years from the conclusion of that AGM till
the conclusion of this sixteenth AGM to be held
in the year 2026.

M/s. M S K A & Associates LLP, Statutory Auditors
have confirmed that they have not been
disqualified to act as Statutory Auditors of the
Company and that their appointment is within the
limits specified under Section 141(3)(g) of the Act.

The Auditor’s Report on the Financial Statement for
the year ended 31st March , 2026, is unmodified i.e.,
it does not contain any qualification, reservation or
adverse remark disclaimer and notes thereto are
self- explanatory and do not require any explanations.

Based on the recommendation of the Audit
Committee, the Board has recommended
the appointment of M/s. Kirtane & Pandit LLP,
Chartered Accountants, as Statutory Auditors of
the Company for a term of five consecutive years
commencing from the conclusion of the 16th AGM,
subject to the approval of the Members.

2. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
and the Rules made thereunder, M/s. Dinesh Birla &
Associates, Practicing Company Secretaries, Pune,
had been appointed by the Board of Directors on
the recommendation made by Audit Committee, in
their meeting held on February 12, 2025 and further
by the members at the Fifteenth Annual General
Meeting of the Company held on September 25,
2025 to conduct the audit of the secretarial records
for a period of five consecutive years from the
financial year 2025-26 to the financial year 2029¬
30, in terms of provisions of Regulation 24A of the
Listing Regulations read with SEBI Circular No.
SEBl/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated
December 31, 2024 and the Act. The Secretarial Audit
Report is annexed as “
Annexure 5” to this Report.

The Secretarial Audit Report and Secretarial
Compliance Report for the year ended March 31,
2026, do not contain any qualification, reservation,
or adverse remark or disclaimer.

Mr. Dinesh Birla, representing M/s. Dinesh Birla &
Associates, has given his consent and confirmed
that he is not disqualified from being appointed
as the Secretarial Auditor of the Company and
satisfies the eligibility criteria.

3. Internal Auditor

The Company has a robust internal audit system
for assessment of audit findings and its mitigation.
The Internal Audit function includes center audit,
inventory audit, process audit, audit of supportive
functions, etc.

Pursuant to the provisions of Section 138 of the Act
and the Companies (Accounts) Rules, 2014, and on
the recommendation of the Audit Committee, M/s
Mahajan & Aibara, Chartered Accountants LLP had
been appointed by the Board of Directors on the
recommendation made by Audit Committee, in
their meeting held on February 12, 2025 to conduct
the internal audit function of the Company for the
year ended March 31, 2026.

The Audit Committee reviews internal audit reports
in quarterly meetings and ensures independence
of the auditors. The Continuous internal monitoring

mechanism ensures compliance with internal
controls efficiency and effectiveness of operations
as well as the key process risks.

4. Maintenance of Cost Records and Cost
Auditors

In terms of Section 148 of the Act read with
Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain
cost accounting records and get them audited
every year. Accordingly, such accounts and
records were made and maintained for the
financial year 2025-26.

M/s. Harshad S. Deshpande & Associates, Cost and
Management Accountants, had been appointed
by the Board of Directors on the recommendation
made by Audit Committee, in their meeting held
on February 12, 2025 to examine the Cost Records
and submit the Cost Audit Report. The Company
has maintained the required cost accounting
records as per the Companies (Cost Records and
Audit) Rules, 2014 and is in compliance therewith.

Based on the recommendations of the Audit
Committee, the Board of Directors had appointed
M/s Harshad S. Deshpande & Associates, Cost and
Management Accountants, as the Cost Auditors
of the Company for the Financial Year 2026-27,
at a remuneration of H1,25,000 (Rupees One Lakh
Twenty-Five Thousand Only), plus applicable
taxes and reimbursement of out-of-pocket
expenses. The said remuneration is subject to
ratification by the shareholders at the ensuing
Annual General Meeting

INSTANCES OF FRAUD, IF ANY, REPORTED BY
THE AUDITORS

During the year under review, no incidence of any fraud
has occurred against the Company by its officers or
employees. Neither the Audit Committee nor the Board
of the Company has received any report involving any
fraud from the Statutory Auditors, Internal Auditors,
Secretarial Auditors and Cost Auditors of the Company.
Your Board has nothing to report, as required under
Section 134 (3) (ca) of the Act.

INTERNAL CONTROL SYSTEMS AND ADEQUACY
OF INTERNAL FINANCIAL CONTROLS

The Company is committed to maintaining the
highest standards of internal controls. The Company
has deployed controls through appropriate policies,
procedures and implemented a robust Internal Financial
Control system that encompasses the following:

- Key processes affecting the reliability of the
Company’s financial reporting together with the
required controls

- Periodic testing of controls to check their
operational effectiveness

- Prompt implementation of remedial action plans
arising out of tests conducted

- Regular follow-up of these action plans by
senior management

In addition, the Internal Auditor performs periodic audits
in accordance with the pre-approved plan. They report
on the adequacy and effectiveness of the internal
control systems and provide recommendations
for improvements.

Audit findings along with management response are
shared with the Audit Committee. Status of action
plans are also presented to the Audit Committee
which reviews the steps taken by the management
to ensure that there are adequate controls in design
and operation.

The Certificate provided by Group Chief Executive
Officer and Chief Financial Officer in the Certification
Section of the Annual Report discusses the adequacy
of the internal control systems and procedures.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a separate report on the Corporate Governance
for the Financial Year ended March 31, 2026 along with
a certificate from the Practicing Company Secretary on
its compliance, forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability
Report (
“BRSR”) for Year ended March 31, 2026, forms
part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report giving
detailed information on operations, performance and
future outlook of the Company and its business forms
a part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
are provided in the prescribed format and annexed
herewith as “
Annexure-2” and forms an integral part
of this Annual Report.

However, as per the provisions of Section 136 of the
Act, the Annual Report is being sent to the Members
and others entitled thereto, excluding the information

on employees’ remuneration particulars as required
under Rule 5 (
2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the disclosure is available for inspection by the
Members at the Registered Office of your Company
during business hours on all working days of the
Company up to the date of the ensuing AGM. Any
Member interested in obtaining a copy thereof, may
write an email to
cs@krsnaa.in.

The Directors affirm that the remuneration is as per the
remuneration policy of the Company.

EMPLOYEES STOCK OPTION PLAN / SCHEME

The Krsnaa Employees Stock Option Scheme 2020
(“ESOS 2020”)
, as approved by the shareholders
of the Company, was introduced with the objective
of incentivizing, retaining, and attracting key talent
through a performance-driven stock option grant
framework. The scheme is designed to enhance
shareholder value by fostering a sense of ownership
among eligible employees of the Company and its
subsidiaries, while aligning their medium- and long¬
term compensation with the overall performance
of the Company.

During the year under review, there has been no material
change in the existing ESOP Scheme of the Company
and the same have been implemented in compliance
with relevant/applicable ESOP Regulations/Guidelines.

The details of ESOS 2020 pursuant to Section 62 of the
Act read with Rules made thereunder and Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are
annexed to this Annual Report as “
Annexure 3”.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a policy on Prevention of Sexual
Harassment (“
POSH”) at workplace and has put in
place a Redressal mechanism for resolving complaints
received with respect to sexual harassment and
discriminatory employment practices for all genders.
The Company has constituted Internal Complaints
Committee which is responsible for redressal of
complaints related to sexual harassment.

Details of the same as under as required:

Sr.

Particulars Details
No.

1

Number of complaints of
sexual harassment received
in the year

2

Number of complaints
disposed off during the year

3

Number of cases pending for
more than ninety days

DISCLOSURE RELATED TO MATERNITY BENEFITS

Your Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961. Necessary
facilities and benefits, as mandated under the Act,
are extended to the eligible women employees of the
Company. The Company is committed to supporting
its women employees during maternity and ensures a
healthy and inclusive workplace.

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

Not Applicable

DETAILS OF ONE-TIME SETTLEMENT WITH BANK

Not Applicable

PUBLIC DEPOSITS

During the year under review your Company has not
accepted any deposits from the public in terms of
Section 73 and Section 74 of the Act read with The
Companies (Acceptance of Deposits) Rules 2014.

INFORMATION ON CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO STIPULATED
UNDER SECTION 134(3)(m) OF THE ACT, READ
WITH RULE 8 OF THE COMPANIES (ACCOUNTS)
RULES, 2014

As required by the Act, read with the Companies
(Accounts) Rules, 2014, the relevant data pertaining
to conservation of energy, technology absorption and
foreign exchange earnings and outgo is given as below:

A. Energy conservation measures taken:

The Company remains steadfast in its commitment
to conserving energy and is continuously exploring
and adopting energy-efficient operational
practices across all levels of its functioning. As
part of this commitment, significant emphasis is
placed on leveraging modern technologies and
innovative methods that not only reduce energy
consumption but also help minimize overall
waste generation.

In line with this objective, the Company has
undertaken several focused initiatives aimed at
optimizing energy usage. One such initiative involves
the regular monitoring of office and operational
floor areas, particularly beyond normal working
hours, to identify and eliminate unnecessary energy
usage. This includes switching off lighting and
electrical systems in unoccupied spaces, thereby
contributing to overall energy savings.

Moreover, the Company is actively transitioning
towards a more sustainable, paperless working
environment by implementing various digital
processes. This shift not only enhances operational

efficiency but also significantly reduces
paper consumption.

To further support energy conservation, regular
and preventive maintenance of Uninterruptible
Power Supply (UPS) systems and air conditioning
units is conducted. This ensures that these
systems operate at peak efficiency and do not
consume excess energy due to poor performance
or technical faults.

Additionally, all machinery and equipment used in
the Company’s operations are subject to routine
servicing, periodic upgrades, and necessary
overhauls. These efforts are aimed at ensuring
that all equipment remains in optimal working
condition and contributes effectively to the overall
energy efficiency goals of the Company.

B. Technology Absorption:

There is no material action on technology
absorption under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of The
Companies (Accounts) Rules, 2014.

C. Expenditure incurred on Research &
Development:
NIL

D. The foreign exchange earnings and outgo
during the reporting period is as under:

Foreign Exchange Earnings and Outgo

Foreign exchange inflows

Nil

Foreign exchange outflows

7.11

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE ACT

In terms of the provisions of section 186 of the Act read
with Companies (Meeting of Board and its Powers)
Rules, 2014 and Schedule V of the Listing Regulations,
details of Investments are set out in Note No. 8 and
details of Loans are set out in Note Nos. 9 of the
Standalone Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE ACT

In compliance with the requirements of the Act
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
formulated a Policy on Related Party Transactions
which is available on Company’s website at
https://krsnaadiagnostics.com/investors/

The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all
transactions between the Company and its Related
Parties. All Related Party Transactions are placed before the
Audit Committee for review and approval. Prior omnibus
approval is obtained for Related Party Transactions, which
are of repetitive nature and / or entered in the Ordinary
Course of Business and are at Arm’s Length.

All related party transactions entered into during the year
were in the ordinary course of business and on an arm's
length basis. No Material Related Party Transaction as
per the limits specified under Companies Act, 2013 and/
or SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, was entered during the year under review
by your Company. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is not applicable.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than
disclosed as part of this report, affecting the financial
position of the Company have occurred between
March 31, 2026 and the date of the report.

CHANGE IN NATURE OF BUSINESS

During the period under review, there is no change in
the nature of business of the Company.

ANNUAL EVALUATION OF BOARD’S
PERFORMANCE

A formal evaluation of the performance of the Board,
its Committees and the Individual Directors was done
in for Financial Year 2025-26 pursuant to the provisions
of the Act and Listing Regulations. The evaluation was
carried out by the Board of (i) its own performance; (ii)
Individual Directors Performance; (iii) Chairperson of the
Board; and (iv) Performance of all Committees of Board.

A separate exercise was carried out to evaluate
the performance of individual Directors, who were
evaluated on parameters such as level of engagement
and contribution, independence of judgment,
safeguarding the interest of the Company and its
minority shareholders etc. The performance evaluation
of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Non¬
Independent Directors and Chairperson of the Board
was carried out by the Independent Directors

The Directors expressed their satisfaction with the
evaluation process.

Further, the evaluation process confirms that the Board
and its Committees continue to operate effectively and
the performance of the Directors and the Chairperson
is satisfactory.

SIGNIFICANT AND MATERIAL ORDERS

No significant material orders were passed by the
Regulators/ Court /Tribunal which would impact the going
concern status of the Company and its future operations.

COMPLIANCE OF SECRETARIAL STANDARDS

During the period under review, the Company has duly
complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of
the Board of Directors (SS-1) and Shareholders (SS-2).

RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy
and a Risk Management Committee constituted under
Regulation 21 of the SEBI Listing Regulations. The policy
provides for the identification, assessment, mitigation,
monitoring and reporting of the risks to which the Company
is exposed, including strategic, operational, regulatory,
financial, cyber-security, information technology and
environmental, social and governance risks. The Risk
Management Committee reviews the risk register and the
mitigation plans periodically and reports to the Board.

In the opinion of the Board, there is no element of
risk which, as at the date of this Report, threatens the
existence of the Company. The Risk Management
Policy is available on the Company's website at
https://krsnaadiagnostics.com/investors/.

ANNUAL RETURN

The draft of Annual Return of the Company in form
MGT-7 in accordance with Section 92(3) of the
Act is available on the website of the Company at
https://krsnaadiagnostics.com/investors/.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, based
on representations received from the Management,
and the process involving the Company’s statutory
and internal audit functions, and to the best of its
knowledge, ability and due inquiry, confirms that:

a. in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b. the directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the company at March 31,
2026 and of the profit and loss of the company for
the year ended on that date;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. the annual financial statements have been
prepared on a going concern basis;

e. they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively and

f. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

CEO & CFO CERTIFICATION

Certificate by Mr. Mitesh Dilipkumar Dave, Group Chief
Executive Officer and Mr. Chandraprakash Singh Interim
Chief Financial Officer, pursuant to the provisions of
regulation 17(8) of the Listing Regulations, for the year
under review was placed before the Board of Directors
of the Company at its meeting held on August 13,2026.

A copy of the certificate forms a part of the Report on
Corporate Governance.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year under review, the Company had not
transferred any amount or Shares to the Investor
Education and Protection Fund.

DIRECTORS & OFFICERS INSURANCE POLICY

The Company has in place an insurance policy for its
Directors & Officers with a quantum and coverage as
approved by the Board.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for
Prevention of Insider Trading, in accordance with the
requirements of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations 2015,
as amended from time to time.

The Company Secretary is the Compliance Officer
for monitoring adherence to the said Regulations.
The Code is displayed on the Company’s website at
https://krsnaadiagnostics.com/investors/

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management
Discussion & Analysis Report describing the Company’s
objectives, expectations or forecasts may be forward¬
looking within the meaning of applicable laws and
regulations. Actual results may differ from those
expressed in the statements.

ACKNOWLEDGMENTS

Your Directors wish to convey their gratitude and place
on record their appreciation for all the employees at
all levels for their hard work, solidarity, cooperation and
dedication during the year. Your Directors sincerely
convey their appreciation to customers, shareholders,
vendors, bankers, business associates, regulatory and
government authorities for their continued support.

For and on behalf of the Board of Directors
Krsnaa Diagnostics Limited

Rajendra Mutha

Place: Pune Chairman and Whole-Time Director

Date: August 13, 2026 (DIN: 01066737)


 
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