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 athttps://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.
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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 athttps://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 athttps://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 tocs@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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