Directors Report of Krsnaa Diagnostics Ltd.

Mar 31, 2025

Your Directors are pleased to present the 15^th 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:

	Consolidated		Standalone
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	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 India''s 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 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. 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%
2	KDPL Diagnostics (Amritsar) Private Limited	Wholly Owned Subsidiaries
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.	Name of Associate Company	Shareholding
No.		/ 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 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, 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 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 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 Dave1	Group Chief Executive Officer
5	Dr. Prashant Deshmukh2	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.

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

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
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
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. 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. 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 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 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 [email protected].

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
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	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 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 transaction entered during the year were in
Ordinary Course of the Business and on 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, 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 BOARD''S 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
Company''s 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/.

DIRECTOR''S 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
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 Chairperson and Whole Time Director

Date: August 11, 2025 (DIN: 01066737)

1

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

2

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

---

Mar 31, 2024

Your Directors are pleased to present the 14^th Annual Report ("this report") on the business and operations of Krsnaa Diagnostics Limited ("the Company") ("your Company"), along with the Audited Financial Statements for the fiscal year ending March 31, 2024.

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, 2024:

(? in million)

	Consolidated		Standalone
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	6,196.33	4,871.23	5,900.19	4,640.83
Other Income	167.96	193.79	167.96	194.10
Total Income	6,364.29	5,065.02	6,068.15	4,834.93
Operating & Other Expenses	4,753.87	3,648.22	4,438.57	3,398.37
Finance Cost	164.88	76.97	164.66	76.83
Depreciation and Amortization expense	745.47	537.82	745.47	537.82
Total Expenses	5,664.22	4,263.01	5,348.70	4,013.02
Profit Before Tax (PBT)	700.07	802.01	719.45	821.91
Tax Expenses	131.70	180.90	133.84	186.82
Profit After Tax (PAT)	568.37	621.11	585.62	635.09

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the revenue from operations of the Company stood at ?6,196.33 million with an increase of 27% as against the previous year, which is amongst of the highest in the industry.

Your Company has a well-diversified business mix, where Radiology and Pathology contributed 57% and 43% to the total revenue respectively.

EBITDA for the year stood at ?1,442 Million, representing a 2% decline against the previous year. The EBITDA margin for the year under review stood at 23%. Your company achieved a Profit after Tax stands at ?568.37 Millions.

During the year under review, the total number of test conducted exceeded 44 million, a growth of 85% on a year-on-year basis.

In the recent years, your company has achieved significant growth, establishing itself as one of India''s fastest-growing diagnostic service providers, surpassing its peers. The company expanded its geographical presence from over 660 centers in FY18 to more than 3,600 centers in FY24 almost a six-fold increase. During this period, Revenue from Operations grew at a CAGR of 38%, while Net Profits increased at a CAGR of 46%.

DIVIDEND

Your Directors are pleased to recommend a Dividend of ?2.50 (Two Rupees and Fifty Paisa Only) per equity share on the face value of ?5/- (Rupees Five only) each as Final Dividend for the financial year ended March 31, 2024, subject to approval by the Members at the 14^th Annual General Meeting ("AGM") of the Company.

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"). The policy is available on the Company''s website at https://krsnaadiagnostics. com/investors/

The dividend payout ratio, including the proposed final dividend, would be 14.74%.

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, 2024. 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, the paid-up equity share capital was increased from ?15,69,88,065 (Rupees Fifteen Crores Sixty-Nine Lakhs Eighty-Eight Thousand and Sixty-Five Only) divided into 3,13,97,613 equity share of ?5 (Rupees Five only) each to ?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) each pursuant to allotment of Equity Shares under Krsnaa Employee Stock Option Scheme 2020 ("ESOS 2020").

The Company on November 27, 2023 has allotted 8,92,150 equity shares under ESOS 2020.

These Equity Shares rank pari passu with the existing Equity Shares of the Company.

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, a credit rating agency has given a rating "ICRA A1" as short-term rating and "ICRA A" with the "Stable" outlook as the Long-term rating.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024, the Company had 7 (Seven) Wholly-Owned subsidiaries as mentioned below.

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

Sr.	Name of Subsidiaries	Shareholding
No.		/ Ownership
1	KDPL Diagnostics (Ludhiana) Private Limited	100%
2	KDPL Diagnostics (Amritsar) Private Limited	Wholly Owned Subsidiaries
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

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 companies, which forms a part of this report. Further, a statement containing the salient features of the financial statements of the subsidiaries 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 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, 2024.

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 Director, Non-Executive Directors 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 Nomination and Remuneration Policy is contained in the Corporate Governance Section of the report.

Further, in terms of the regulatory requirements, the name of every Independent Director is to be registered in the online database of Independent Directors maintained by Indian Institute of Corporate Affairs, Manesar ("IICA"). Accordingly, the Independent Directors of the Company have confirmed that they have registered themselves with the IICA for the said purpose.

1. Retirement by rotation and subsequent re-appointment

Pursuant to the provision of section 152 of the Act, Mr. Yash Prithviraj 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 to 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, following changes has taken place in the Board of Directors of the Company.

Sr. Name of Director No.	Designation	Appointment/ Resignation	Date
1. Ms. Pallavi Shantilal Bhatevara	Managing Director	Resignation*	Close of Business hours on March 31, 2024
2. Mr. Yash Prithviraj Mutha	Joint Managing Director	Appointment**	February 12, 2024

*Ms. Bhatevara has resigned from the position of Managing Director of the Company and she will continue to act as Whole-Time Director designated as Executive Director of the Company.

**Mr. Mutha has been designated as Joint Managing Director of the Company. Further Mr. Mutha has also been appointed as the Manager of the Company with effect from April 01, 2024.

3. Declaration from the Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Rules made thereunder read with Schedule IV as well as Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in the Act and Rules made thereunder read with Schedule IV as well as Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent from the Management.

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, 2024.

Sr. No.	Name of Director	Designation
1	Mr. Rajendra Khivraj Mutha	Chairman and Whole time Director
2	Ms. Pallavi Shantilal Bhatevara*	Managing Director
3	Mr. Yash Prithviraj Mutha**	Joint Managing Director
4	Mr. Pawan Balkisan Daga	Chief Financial Officer
5	Mr. Nikhil Deshpande***	Company Secretary
6	Mr. Sujoy Sudipta Bose****	Company Secretary
7	Dr. Prashant Pandurangrao Deshmukh*****	Chief Executive Officer

*Ms. Bhatevara has resigned from the position of Managing Director of the Company and she will continue to act as Whole-Time Director designated as Executive Director of the Company;

**Mr. Mutha has been designated as Joint Managing Director of the Company. Further Mr. Mutha has also been appointed as the Manager of the Company with effect from April 01, 2024;

***Mr. Nikhil Deshpande has resigned from the Company w.e.f. April 24, 2023;

****Mr. Sujoy Sudipta Bose has been appointed as the Company Secretary of the Company w.e.f August 12, 2023;

***** Dr. Prashant Pandurangrao Deshmukh has been appointed as the Chief Executive Officer of the Company w.e.f. February 12, 2024.

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.

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, a separate meeting of the Independent Directors was held on Thursday, February 08, 2024, 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

2024, 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 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 your Company has been actively involved in CSR activities. Your Company has carried out CSR activities in field of Healthcare, Education, and other Sectors. Your Company has spent the requisite amount in line with the recommendations by the CSR Committee and approval of the Board of Directors of your Company.

The Composition of CSR Committee and meetings of the CSR Committee held during the year has been disclosed in the Corporate Governance Report. The CSR 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. 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. 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, 2024. 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, was appointed by the Board of Directors in their meeting held on August 12, 2023 to conduct the secretarial audit of the Company

for the year ended March 31, 2024. The Secretarial Audit Report is annexed as "Annexure 5" to this Report. The same does not contain any qualification, reservation, adverse remark or disclaimer.

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 was appointed by the Board of Directors in their meeting held on August 12, 2023 to conduct the internal audit function of the Company for the Financial Year 2023-24. The Internal Auditor functionally reports to the Audit Committee to ensure independence of the Internal Audit function.

The Audit Committee reviews internal audit reports in quarterly meetings and ensure 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 the 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 2023-24.

M/s. Harshad S. Deshpande & Associates, Cost and Management Accountants, were appointed as the Cost Auditors of the Company 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.

The Board of Directors on the basis of recommendations from Audit Committee has appointed M/s Harshad S. Deshpande & Associates, Cost and Management Accountants, as Cost Auditors of the Company for the Financial Year 2024-25 at a fee of ?1,25,000 (One Lakh Twenty-Five Thousand Only) plus applicable taxes and out of pocket expenses subject to the ratification of their remuneration by the shareholders of the Company at the ensuing AGM.

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 have 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 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, 2024 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 Financial Year 2023-24, 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 Actread 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.

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 [email protected].

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

EMPLOYEES STOCK OPTION PLAN / SCHEME

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.

During the year under review, 8,92,150 options were exercised by the eligible employees under Krsnaa Employees Stock Option Scheme 2020 ("ESOS 2020").

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. During the year under review, no case was filed with the POSH committee. Thus, there were no complaints pending as on March 31, 2024.

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 has always been on the lookout for energy efficient measures of operation and values energy conservation through efficient utilization of the latest technologies. Efforts have been made to ensure optimal usage of energy, avoid wastage and conserve energy. As an ongoing process the Company continues to undertake energy conservation measures to minimize the usage of energy. Continuous monitoring of floor areas after normal working hours and switching off lights. Gradual transition to minimal paper-based processes, Periodic UPS and AC maintenance to ensure efficient working of equipment. All machinery and equipment are being continuously serviced, updated and overhauled to maintain them in good and energy efficient condition.

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	5.50

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. 16 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 transaction entered during the year were in Ordinary Course of the Business and on 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, 2024 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 2023-24 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.

UTILISATION OF IPO PROCEEDS

The Company had appointed ICICI Bank Limited as the Monitoring agency in accordance with Regulation 41(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (hereinafter referred as "SEBI ICDR Regulations") to monitor the utilization of IPO proceeds and Company has obtained monitoring reports from the Monitoring agency and filed the same with both stock exchanges where equity shares of the Company are listed.

The proceeds realized by the Company from the initial public offering has been utilized as per objects of the offer as disclosed in the Prospectus of the Company.

Sr. Item Head No.	Amount to be utilized	Amount utilized as on March 31, 2024	Total unutilized Amount as on March 31, 2024
1 Finance capital expenditure for the proposed expansion	1,508.10	1,358.10*	-
2 Repayment/prepayments of borrowings of our Company	1,460.81	1,460.81	-
3 General Corporate Purpose	813.05	963.05*

*The Company has obtained approval of Board of Director and Audit Committee dated Feb 12, 2024 for change in utilization of IPO proceeds within the specified objects i.e, from Proposed expansion to General Corporate purposes for H150 Million (813.05 150 = 963.05).

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 Company''s business their process of identification, mitigation and optimisation 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/.

DIRECTOR''S 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, 2024, the applicable accounting standards and Schedule III of the Act, have been followed along with proper explanation relating to material departures, if any;

b. they have 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 as at March 31, 2024 and of the profit of the Company for the year ended March 31, 2024;

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 Dr. Prashant Panduragrao Deshmukh, 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 May 18, 2024.

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 Khivraj Mutha

Place: Pune Chairperson and Whole Time Director

Date: August 06, 2024 (DIN: 01066737)

---

Mar 31, 2023

Board''s Report

Dear Members,

Your Directors are pleased to present the 13^th Annual Report on the Business and Operations of Krsnaa Diagnostics
Limited ("the Company/your Company") along with the Audited Financial Statements for the Financial Year ended
March 31,2023.

FINANCIAL RESULTS

The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the year
ended March 31,2023 are summarized below:

Particulars	Consolidated Standalone
	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from Operations	4,871.23	4,554.50	4,640.83	4,548.90
Other Income	193.79	149.09	194.10	149.28
Total Income	5,065.02	4,703.59	4,834.93	4,698.18
Operating & Other Expenses	3,648.22	3,239.74	3,398.37	3,203.42
Finance Cost	76.97	184.90	76.83	184.89
Depreciation and Amortization expense	537.82	413.87	537.82	413.87
Total Expenses	4,263.01	3,838.51	4,013.02	3,802.18
Profit before Tax (PBT)	802.01	865.08	821.91	896.00
Tax Expenses	180.90	181.20	186.82	188.97
Profit after Tax (PAT)	621.11	683.88	635.09	707.03

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, the revenue from
operations of the Company stood at ''4,871.23 million
with an increase of 7% as against the previous year, which
was one of the highest in the industry. The performance
was led by the growth in the core business of radiology
and pathology which grew by 15% and this growth was
offset by decline of 98% y-o-y in Covid-19 revenues.

Your Company was the only listed entity with a well
diversified business mix, where Radiology and Pathology
contributed 66% and 34% to the total revenue respectively.

EBITDA for the year stood at '' 1,239.99 Million,
representing a 7% decline against the previous year.
The EBITDA margin for the year under review stood
at 25%. The company achieved a Profit after Tax of
'' 621.11 Millions.

During the year under review, the total number of test
conducted exceeded 24 million, a growth of 39% on a
year-on-year basis. A strong volume growth was visible in
all modalities keeping aside the COVID-19 tests.

Over the past five years, your Company has achieved
a rapid growth, establishing itself as one of the
fastest-growing diagnostic service providers in India,
outperforming its peers. The company has expanded its
geographical presence from 660 centers in FY18 to over
2,800 centers in FY23. During this period, the Revenue
from Operations exhibited a CAGR of 35%, while Net
Profits demonstrated a CAGR of 66%. The revenue from
Radiology and Pathology experienced robust CAGRs of
36% and 33% respectively during the same period.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend
of '' 2.75 (Two Rupees and Seventy Five Paisa only) per

equity share of the face value of '' 5/- (Rupees Five only)
each for the financial year ended March 31,2023.

The dividend is subject to approval of members at
the ensuing AGM. The dividend recommended is in
accordance with the Company''s Dividend Distribution
Policy. The policy includes the parameters as set out in
Regulation 43A (2) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations 2015 ("SEBI Listing Regulations"). The
policy is available on the Company''s website at
https://krsnaadiagnostics.com/investors/

In view of the changes made under the Income-tax
Act, 1961, by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands
of the Shareholders. The Company shall, accordingly,
make the payment of the final dividend after deduction
of tax at source.

The total dividend that will be paid out will aggregate
to '' 86.34 Millions for the financial year ended March
31, 2023, as compared to '' 78.49 Millions paid for the
financial year ended March 31, 2022.

The dividend pay-out ratio including the proposed final
dividend of the Company would be 13.60%

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to
General Reserves for the financial year 2022-23.

SHARE CAPITAL

During the year under review, there was no change
in the issued, subscribed and paid-up share capital of
the Company.

During the financial year 2022-23, following Preference
shares were cancelled from the Authorised Share Capital
of the Company as they were un-issued:

(i) 40,61,914 (Forty Lakh Sixty-One Thousand Nine
Hundred and Fourteen) Compulsory Convertible
Cumulative Participating Preference Shares -Series
A (CCPS-Series A) of face value of '' 123/- (Rupees
One Hundred Twenty-Three Only) each, and

(ii) 30,38,886 (Thirty Lakh Thirty-Eight Thousand Eight
Hundred Eighty-Six) 0.0001% (zero point zero
zero zero one percent) Compulsory Convertible
Cumulative Participating Preference Shares -Series

C (CCPS - Series C) of face value of ''250/- (Rupees
Two Hundred Fifty Only) each.

After the cancellation of above mentioned unissued
Preference Shares, the reclassified Authorised Share
Capital of the Company are as under:

The Authorized Share Capital of the Company is
'' 147,15,76,922/- (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 '' 5/- (Rupees Five Only) and;

- Unclassified Share Capital '' 2/- (Rupees Two Only).
CREDIT RATINGS

During the year under review, ICRA, a credit rating
agency has given a rating "[ICRA] A1" as short-term
rating and "[ICRA] A" with the "Stable" outlook as the
Long-term rating.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31,2023, the Company had 7 (Seven) Wholly
Owned Subsidiaries as mentioned below. There has been
no material change in the nature of the business of the
subsidiaries during the period under review:

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

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
companies, which forms a part of this Annual Report.
Further, a statement containing the salient features of
the financial statements of the subsidiaries 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
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 31,2023.

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 Companies Act 2013 and Regulation 17 of the
SEBI Listing Regulations, with an appropriate combination
of Executive Director, Non-Executive Directors 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

Nomination and Remuneration Policy is contained in the
Corporate Governance Section of the Annual Report.

Further, in terms of the regulatory requirements, the
name of every Independent Director is to be registered in
the online database of Independent Directors maintained
by Indian Institute of Corporate Affairs, Manesar ("MCA").
Accordingly, the Independent Directors of the Company
have registered themselves with the IICA for the
said purpose.

1. Retirement by rotation and subsequent re¬
appointment

In terms of the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Ms.
Pallavi Bhatevara (DIN: 03600332) Managing Director
on the Board of the Company, who is liable to retire
by rotation at the ensuing AGM and being eligible,
offers herself for re-appointment. She has submitted
a declaration of her eligibility for appointment.
The Board recommends her re-appointment. A
resolution seeking shareholders'' approval for her
re-appointment along with other required details
forms part of the Notice of the AGM.

2. Changes during the period under review

Further during the year under review, following changes has taken place in the Board of Directors of the Company.

Sr. No. Name of Director	Designation	Appointment/Cessation	Date
1 Mr. Prakash Iyer	Independent Director	Cessation	May 28, 2022
2 Mr. Adesh Kumar Gupta	Independent Director	Appointment	May 28, 2022

3. Declaration from the Independent Directors

In accordance with Section 149 of the Act, the Company has received declarations from all Independent Directors
confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act,
2013 read with the schedules and Rules issued thereunder as well as Regulation 25 of the SEBI Listing Regulations .

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 2(51) and 203 of the Companies Act, 2013 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 31,2023.

Sr. No.	Name of Director	Designation
1	Mr. Rajendra Mutha	Chairman and Whole time Director
2	Ms. Pallavi Bhatevara	Managing Director
3	Mr. Yash Mutha	Whole time Director
4	Mr. Pawan Daga	Chief Financial Officer
5	Mr. Sujoy Sudipta Bose *	Company Secretary
6	Mr. Nikhil Deshpande**	Company Secretary

BOARD MEETINGS

Your Board of Directors met 5 (Five) times during the
year under review. The details of the meetings and
the attendance of the Directors are mentioned in the
Corporate Governance Report.

COMMITTEES OF BOARD

The Board of Directors of your Company have formed
various Committees, as per the provisions of the
Companies Act, 2013 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
Annual Report of the Company.

During the year under review, a separate meeting of the
Independent Directors was held on March 25, 2023, 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 Companies Act, 2013, 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 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
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company''s CSR Policy statement and annual report
on the CSR activities undertaken during the financial year
ended March 31 2023, in accordance with Section 135
of the Companies Act, 2013 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 Companies
Act, 2013, every Company falling under the applicability
of Corporate Social Responsibility is required to spend 2%
of its average net profits of previous three years on the
activities given under Schedule VII of the Companies Act,
2013, and CSR policy adopted by the Board of Directors.
The Company had a total CSR obligation of Rs. 1,02,50,854
during the financial year 2022-23.

During the year under review your Company has been
actively involved in CSR activities. Your Company has
carried out CSR activities in field of Healthcare. Your
Company has spent the requisite amount in line with the
recommendations by the CSR Committee and approval
of the Board of Directors of your Company.

The Composition of CSR Committee and meetings of
the CSR Committee held during the year has been
disclosed in the Corporate Governance Report. The CSR
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 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 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. MSKA & Associates, Chartered
Accountants, were appointed as the Statutory
Auditors of the Company in eleventh AGM 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.

The Auditors have issued an unmodified opinion on
Audited Financial Statements of the Company for
the year ended March 31, 2023. The Report given
by the Auditors on the financial statements of the
Company is part of the Annual 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
Companies Act, 2013 and the Rules made thereunder,
M/s. Dinesh Birla & Associates, Practicing Company
Secretaries, Pune, was appointed to conduct a
secretarial audit of the Company''s Secretarial
and related records for the year ended March 31,
2023. The Secretarial Audit Report is annexed as
Annexure 5 to this Report. The same does not
contain any qualification, reservation, adverse
remark or disclaimer.

3. Internal Auditor

The Company has 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
Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, and on the recommendation of the
Audit Committee, M/s. Mahajan & Aibara, Chartered
Accountant LLP, were appointed by the Board of
Directors in their meeting held on August 12, 2023
to conduct internal audit reviews of the Company
for the Financial Year 2023-24. The Internal Auditor
functionally reports to the Audit Committee to
ensure independence of the Internal Audit function.

The Audit Committee reviews internal audit reports
in quarterly meetings and ensure independence
of auditors. The Company''s internal controls are
commensurate with the size and operations of
the business. Continuous internal monitoring
mechanism ensures compliance with internal
controls and efficiency and effectiveness of
operations as well as the key process risks.

4. Maintenance of Cost Records and Cost
Auditors

In terms of the Section 148 of the Companies Act,
2013 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 2022-23.

M/s. Harshad S. Deshpande & Associates, Cost
and Management Accountants, were appointed
as the Cost Auditors of the Company 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.

The Board of Directors on the basis of
recommendations from Audit Committee has
appointed M/s Harshad S. Deshpande & Associates,
Cost and Management Accountants, as Cost Auditors
of the Company for the Financial Year 2023-24 at a
fee of '' 1,00,000/- plus applicable taxes and out of
pocket expenses subject to the ratification of their
remuneration by the shareholders of the Company
at the ensuing AGM.

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 Companies Act, 2013.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF
INTERNAL FINANCIAL CONTROLS

Your Company is committed in maintaining the highest
standards of internal controls. We have 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 Auditors performs periodic
audits in accordance with the pre-approved plan. They
reports on the adequacy and effectiveness of the internal
control systems and provides 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 Managing Director and Chief
Financial Officer in the Corporate Governance Report
discusses the adequacy of the internal control systems
and procedures.

The Statutory Auditors of the Company have expressed
their opinion on adequacy of internal financial controls
with reference to financial statements for the year under
review and operating effectiveness of such controls.

CORPORATE GOVERNANCE REPORT AND BUSINESS
RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of the Listing Regulations,
a separate report on the Corporate Governance and the
Business Responsibility and Sustainability Report, 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 Report.

PARTICULARS OF EMPLOYEES

Disclosures concerning the remuneration of Directors,
KMPs and employees as per Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as well as Details of
employee remuneration as required under provisions
of Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given in "Annexure 2" to this Report. Your Directors affirm
that the remuneration is as per the remuneration policy
of the Company

A statement containing the names of every employee
employed throughout the financial year and in receipt of
remuneration of '' 1,02,00,000 or more, or employed for
part of the year and in receipt of '' 8,50,000 lakhs or more
a month, and other employees as required under Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed to this
Report as "Annexure 2".

EMPLOYEES STOCK OPTION PLAN / SCHEME

During the year under review, there has been no material
change in the ESOP 2020 Scheme of the Company and

1. Conservation of Energy

(i)	The Steps taken or impact on conservation of energy	The company is fully devoted to implementing energy conservation strategies, which encompass the regular monitoring of energy usage and effective control over energy utilization. In designing its centers, the company has prioritized minimizing energy wastage. Efforts have been taken to promote energy conservation within the workplace through education and training initiatives for employees at its centers. Furthermore, the installation of LED lights has been carried out extensively across Diagnostics Centers, laboratories, and collection centers. Additionally, a majority of the centers have been equipped with inverter air conditioners to enhance energy efficiency.
(ii)	The Steps taken by the Company for utilizing alternate sources of energy	The Company has already installed Solar Systems at its head office in the past for making alternative use of energy.
(iii)	The Capital Investment on energy conservation equipment(s)	Nil

this Scheme continue to be in compliance with relevant/
applicable ESOP Regulations / Guidelines.

In compliance with Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014, information relating to ESOSs of the
Company is annexed to this 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 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.
During the year under review, no case was filed with
the POSH committee. Thus, there were no complaints
pending as on March 31,2023.

DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

During the financial year under review, there is no
application made and/or no proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

PUBLIC DEPOSITS

During the year under review your Company has not
accepted any deposits from the public in terms of Section
73 and Section 76 of the Companies Act, 2013 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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, is set
out as under:

2. Technology absorption

(i)	The efforts made towards technology absorption	As a player in the field of Diagnostic Services, the
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitutions	Company has adopted the latest technological advancements encompassing both software and hardware. It has also incorporated state-of-the-art equipment and automated processes that align with the current technological landscape. These selections are in harmony with the Company''s scope, size, and the intricacy of its operations. The assimilation of technology has significantly contributed to enhancing the quality and precision of the services offered to end users.
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
	(a) The details of technology imported	N.A
	(b) The year of import
	(c) Whether the technology been fully absorbed
	(d) If not fully absorbed, areas where absorptions has been taken place, and the reasons thereof
(iv)	The expenditure incurred on Research and Development	There is no expenditure made on Research and Development during the Financial Year.

3. Foreign Exchange Earnings and Outgo

Total foreign exchange earnings during the year was
NIL and foreign exchange outgo was '' 0.23 million

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

In terms of the provisions of section 186 of the Companies
Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014 and Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, details of Investments are set out in Note No. 8
and details of Loans are set out in Note Nos. 16 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

There was no material transaction with related parties
during the year under review as defined under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Accordingly, the disclosure of transactions entered into
with related parties pursuant to the provisions of Section
188(1) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts), Rules 2014 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
31,2023 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 2022-23 pursuant to the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.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 Chairman 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.

DEVIATION(S) OR VARIATION(S) IN THE USE OF
PROCEEDS OF INITIAL PUBLIC ISSUE (IPO), IF ANY

There were no instances of deviation(s) or variation(s) in
the utilization of proceeds of IPO as mentioned in the
objects of Offer in the Prospectus dated August 10, 2021,
in respect of the IPO of the Company.

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

Your Company recognizes that risk is an integral part
of business and is committed to managing the risks
in a proactive and efficient manner. Your Company
periodically assesses risk elements in the internal and
external environment, along with the cost of treating such
risk elements and incorporates risk treatment plans in its
strategy, business and operational plans. As on the date
of this report, the Company does not foresee any critical
risk, which threatens its existence.

Your Company, strives to contain impact and likelihood
of the risks within the risk appetite as agreed from time
to time with the Board of Directors. The Company has a
Risk Management Committee to identify elements of risk
in different areas of operations, the details of the Risk
Management Committee are included in the Corporate
Governance Report.

42 Krsnaa Diagnostics Limited

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31,2023 is available
on the Company''s Website at https://krsnaadiagnostics.
com/investors/

DIRECTOR''S 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, 2023, the applicable accounting
standards and Schedule III of the Companies
Act, 2013, have been followed along with proper
explanation relating to material departures, if any;

b. they have 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 as at March 31, 2023 and of the profit of
the Company for the year ended March 31,2023;

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 Ms. Pallavi Bhatevara, Managing Director
and Mr. Pawan Daga, Chief Financial Officer, pursuant
to the provisions of regulation 17(8) of the SEBI (LODR)
Regulations, 2015, for the year under review was placed
before the Board of Directors of the Company at its
meeting held on May 27, 2023.

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

Chairperson and Whole Time Director
Place: Pune (DIN: 01066737)

Date: August 12, 2023