Krsnaa Diagnostics Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 15th Annual Report ("this report") on the business and operations of Krsnaa Diagnostics Limited ("Company"), along with the Audited Financial Statements for the fiscal year ending March 31, 2025.

FINANCIAL RESULTS

Below is a summary of the key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the year ended March 31, 2025:

(Rs in million)

	Consolidated		Standalone
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	7,171.60	6,196.33	6,816.95	5,900.19
Other Income	255.35	167.96	256.69	167.96
Total Income	7,426.95	6,364.29	7,073.64	6,068.15
Operating & Other Expenses	5,270.33	4,753.87	4,850.38	4,438.57
Finance Cost	246.51	164.88	245.66	164.66
Depreciation and Amortization expense	883.24	745.47	881.58	745.47
Total Expenses	6,400.08	5,664.22	5,977.62	5,348.70
Profit Before Tax (PBT)	1,026.87	700.07	1,096.02	719.45
Tax Expenses	250.79	131.70	267.94	133.84
Profit After Tax (PAT)	776.08	568.37	828.08	585.62

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the Company reported Revenue from Operations at ?7,171.60 million on consolidated basis and ?6,816.95 million on standalone basis, reflecting a robust 16% growth over the previous year, amongst the highest growth rate in the industry.

The business maintains a well-balanced revenue mix, with Radiology contributing to 49.8% and Pathology contributing to 50.2% of the total revenue.

EBITDA stood at ?1,901 million, marking a strong 32% increase year-on-year, with the EBITDA margin at a healthy 27%. Profit After Tax (PAT) for the year stood at ?776.09 million.

Operationally, the Company conducted over 61 million tests during the year, representing an impressive 38% year- on-year increase.

Over the recent years, the Company has demonstrated remarkable growth, positioning itself among Indias fastest- growing diagnostic service providers. Its geographical footprint has expanded from over 660 centres in FY18 to more than 5,200 centres in FY25—an eightfold increase. During this period, Revenue from Operations recorded a CAGR of 34%, while the Net Profit grew at a CAGR of 49%.

DIVIDEND

Your Directors are pleased to recommend a Dividend of ?2.75 (Two Rupees and Seventy-Five Paisa Only) per equity share of the face value of ? 5/- (Rupees Five only) each as Final Dividend for the financial year ended March 31, 2025, subject to approval by the Members at the 15th Annual General Meeting ("AGM") of the Company.

The total dividend outflow for the financial year ended March 31, 2025 amounts to ?88.80 million, representing a dividend payout ratio of 9.75%.

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 Companys 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 Companys website at https://krsnaadiagnostics.com/investors/

CONSOLIDATED ACCOUNTS

The Consolidated financial statements for F.Y. 2024-25 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 Board.

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

Authorized Share Capital

During the year under review, there was no change in the Authorized Share Capital of the Company. As on March 31, 2025, the Authorized Share Capital of the Company stood at ?1,47,15,76,922

(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 Eight-Four) Equity Shares of face value of ? 5/- (Rupees Five only) and;

- Unclassified Share Capital ? 2/- (Rupees Two Only)

Paid- up Share Capital

During the year under review, there was no change in the Paid- up Capital of the Company. As on March 31, 2025, the Paid-up Capital of the Company stood at ?16,14,48,815 (Rupees Sixteen Crores Fourteen Lakhs Forty-Eight Thousand Eight Hundred and Fifteen Only) divided into 3,22,89,763 equity shares of ? 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.

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, 2025, the Company had 8 (Eight) Wholly-Owned subsidiaries and 1 (One) Associate Company as mentioned below.

Sr. No.	Name of Subsidiaries	Shareholding / Ownership
1	KDPL Diagnostics (Ludhiana) Private Limited	100% Wholly Owned Subsidiaries
2	KDPL Diagnostics (Amritsar) Private Limited
3	KDPL Diagnostics (Bathinda) Private Limited
4	KDPL Diagnostics (Jalandhar) Private Limited
5	KDPL Diagnostics (Patiala) Private Limited
6	KDPL Diagnostics (SAS Nagar) Private Limited
7	Krsnaa Diagnostics (Mohali) Private Limited
8	Krsnaa Retail Private Limited

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

Sr. No.	Name of Associate Company	Shareholding / Ownership
1	Apulki Healthcare Private Limited	23.53 %

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 subsidiary and associate companies, which forms a part of this report. Further, a statement containing the salient features of the financial statements of the subsidiaries and Associate Companies in Form AOC-1 is annexed to this Report as "Annexure 1".

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 Companys 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, 2025.

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, Ms. Pallavi Bhatevara, 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 herself for reappointment. Her 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 her re-appointment as Director is included in the Notice of the AGM.

2. Changes during the period under review

During the year under review, the following changes have taken place in the Board of Directors of the Company.

Sr. Name of Director No.	Designation	Appointment/ Resignation /Change in Designation	Date
1. Ms. Pallavi Bhatevara	Whole-time Director	Change in Designation	April 01, 2024
2. Mr. Yash Mutha	Manager	Appointment	April 01, 2024
3. Mr. Yash Mutha	Joint Managing Director and Manager	Resignation	February 12, 2025
4. Mr. Yash Mutha	Managing Director	Appointment	February 13, 2025

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 Directors 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 2024-25.

The Company has sought a certificate from an independent Practicing Company Secretary confirming the following:

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 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, 2025.

Sr. No.	Name of Director	Designation
1	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	Dr. Prashant Deshmukh****	Chief Executive Officer
6	Mr. Pawan Daga	Chief Financial Officer
7	Mr. Sujoy Bose	Company Secretary

*Change in designation to Whole time Director designated as Executive Director of the Company w.e.f April 01, 2024.

** Mr. Yash Mutha has been appointed as the Manager of the Company with effect from April 01, 2024. He resigned from the position of Joint Managing Director and Manager effective February 12, 2025, and has been appointed as the Managing Director of the Company with effect from February 13, 2025.

*** Mr. Mitesh Dave has been appointed as Group Chief Executive Officer of the Company w.e.f June 01, 2024.

**** Dr. Prashant Deshmukh has resigned from the position of Chief Executive Officer w.e.f. July 31, 2024.

BOARD MEETINGS

Your Board of Directors met 6 (Six) times during the year under review. The details of the meeting of the Board are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

COMMITTEES OF BOARD

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

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee; and

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.

During the year under review, a separate meeting of the Independent Directors was held on March 10, 2025, 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

COMPANYS 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 Companys CSR Policy statement and report on the CSR activities undertaken during the financial year ended March 31 2025, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as "Annexure 4".

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 ? 16.29 million towards Corporate Social Responsibility (CSR) activities, as per the provisions of Section 135 of the Companies Act, 2013. However, an amount of ? 12.16 million remained unspent as on March 31, 2025.

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 Companys 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. The Policy is available on the Companys 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. MSKA & Associates, 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 the sixteenth AGM to be held in the year 2026.

M/s. MSKA & Associates, Chartered Accountants, Statutory Auditors have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their contribution is within the ceiling limit as per prescribed under section 141 of the Act.

The Auditors have issued an unmodified opinion on the audited financial statements of the Company for the year ended March 31, 2025. The Report given by the Auditors on the financial statements of the Company is part of the report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

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, 2024 to conduct the secretarial audit of the Company for the year ended March 31, 2025. 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, 2025, does not contain any qualification, reservation, or adverse remark.

The Board of Directors of the Company, based on the recommendation made by the Audit Committee has appointed M/s. Dinesh Birla & Associates, Practicing Company Secretaries, Pune, as the Secretarial Auditors of the Company, subject to the approval of the shareholders of the Company at the ensuing AGM 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. SEBI/HO/CFD/CFD- PoD-2/CIR/P/2024/185 dated 31st December 2024.

Mr. Dinesh Birla, representing M/s. Dinesh Birla & Associates, has given his consent and confirmed that he meets the eligibility criteria for conducting the Secretarial Audit of the Company.

3. Internal Auditor

The Company has an 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 Accountant LLP had been appointed by the Board of Directors on the recommendation made by Audit Committee, in their meeting held on May 18, 2024 to conduct the internal audit function of the Company for the year ended March 31, 2025.

The Audit Committee reviews internal audit reports in quarterly meetings and ensures the independence of the auditors. The 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 2024-25.

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, 2024 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 2025-26, at a remuneration of ?1,25,000 (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 THE 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 Companys 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 presented to the Audit Committee. The status of action plans is 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 issued by the Group Chief Executive Officer and the Chief Financial Officer has been included as part of the Corporate Governance Report in the Annual Report.

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, 2025, 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, 2025, 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, in accordance with 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 SEBI (Share Based Employee Benefits) Regulations, 2014 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. No.	Particulars	Details
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 AN D 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 Companys 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:

(in H Million)

Foreign Exchange Earnings and Outgo
Foreign exchange inflows	56.84
Foreign exchange outflows	3.78

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 Companys 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 Arms Length.

All related party transaction entered during the year were in Ordinary Course of the Business and on Arms 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, 2025 and the date of the report.

CHANGE IN THE NATURE OF BUSINESS

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

ANNUAL EVALUATION OF BOARDS PERFORMANCE

A formal evaluation of the performance of the Board, its Committees and the Individual Directors was done in for Financial Year 2024-25 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 adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Company has formed a Risk Management Committee which defines the risk management approach of the Company and includes collective identification of risks impacting the Companys business, their process of identification, mitigation and optimization of such risks. The Risk Management Policy is uploaded on the website of the Company and the said policy is available on the website of the Company 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/.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2025, 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 the end of the financial year and of the profit and loss of the company for that period;

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. Pawan Balkisan Daga, 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 11, 2025.

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 Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information , 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 Companys website at https://krsnaadiagnostics.com/investors/

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys 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	Chairperson and Whole Time Director
Date: August 11, 2025	(DIN: 01066737)