Krsnaa Diagnostics Ltd Directors Report

<dhhead>Boards Report</dhhead>

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:

( in million)

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 Companys 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 Companys 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:

‘ 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 Companys Website at, https://krsnaadiagnostics.com/ investors/

Your Company has formulated a Policy for determining Material Subsidiaries. Further, as per the Policy, your Company does not have any Material Subsidiary as on March 31,2023.

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 reappointment

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.

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 ‘ Name of Director No.	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

* Mr. Sujoy Sudipta Bose has been appointed as the Company Secretary of the Company w.e.f. August 12, 2023 by the Board at its meeting held on August 12, 2023

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

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 NonIndependent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In compliance with the provision of Section 178 of the 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 Companys 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 Companys 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 Companys Website at https://krsnaadiagnostics.com/investors/

AUDITORS

1. Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. MSKA & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company in eleventh 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 Companys 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 Companys 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 Companys financial reporting together with the required controls

? Periodic testing of controls to check their operational effectiveness

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

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

In addition, the Internal 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

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:

1. Conservation of Energy

(i) The Steps taken or impact on conservation of	The company is fully devoted to implementing energy
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	The Company has already installed Solar Systems at
alternate sources of energy	its head office in the past for making alternative use of
	energy.
(iii) The Capital Investment on energy conservation	Nil
equipment(s)

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,	Company has adopted the latest technological
cost reduction, product development or	advancements encompassing both software and
import substitutions	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 Companys 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	There is no expenditure made on Research and
Development	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 BOARDS 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.

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31, 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 Companys website at https:// krsnaadiagnostics.com/investors/

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forwardlooking 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 Date: August 12, 2023	(DIN:01066737)