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Krsnaa Diagnostics Limited Proxy Solicitation & Information Statement 2026

Mar 16, 2026

59415_rns_2026-03-16_449401c2-8357-4369-8105-6cd5a4b3c9d6.pdf

Proxy Solicitation & Information Statement

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Date: March 16, 2026 Ref. No.: KDL/SE/108/2025-26

To,
BSE Limited
Corporate Relationship Department
25th Floor, Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai- 400001
ScripCode:543328
To,
National Stock Exchange of India Limited
Exchange Plaza, Plot No. C-1, Block G,
Bandra Kurla Complex, Bandra (East)
Mumbai – 400051
NSE Symbol:KRSNAA

Dear Sir/Madam,

Sub: Submission of Notice of Postal Ballot of Krsnaa Diagnostics Limited (“Company”)

This is with reference to our letter no. KDL/SE/105/2025-26 dated February 22, 2026, please find enclosed the Notice of Postal Ballot (“Notice”) together with the Explanatory Statement to seek approval of the Shareholders of the Company for the following matter:

Type of Resolution Resolution
Ordinary Re-appointment of Mr. Rajendra Khivraj Mutha (DIN: 01066737) as Executive
Chairman and Whole-time Director for 5(five)Consecutiveyears.

The key details of the Postal Ballot / e-voting process are as follows:

Particulars Details
Cut-off date for determining eligibility for e-voting Friday, March 13, 2026
E-voting start date and time Wednesday, March 18, 2026, 09:00 Hrs. (IST)
E-voting end date and time Thursday, April 16, 2026, 17:00 Hrs. (IST)

The result of the e-voting by Postal Ballot will be announced within two (2) working days from the conclusion of the Postal Ballot e-voting period.

The Notice is also available on the website of the Company at www.krsnaadiagnostics.com and on the website of NSDL at www.evoting.nsdl.com. The Notice can also be accessed by scanning the QR code.

You are requested to take the above information on record.

Thanking you, Yours sincerely,

For Krsnaa Diagnostics Limited Sujoy Digitally signed by Sujoy Sudipta Sudipta Bose Date: 2026.03.16 Bose 11:51:37 +05'30' Sujoy Sudipta Bose Company Secretary & Compliance Officer Encl: as above

Krsnaa Diagnostics Limited

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KRSNAA DIAGNOSTICS LIMITED CIN: L74900PN2010PLC138068

Regd. Office: S. No. 243/A, Hissa No. 6, CTS No. 4519, 4519/1, Near Chinchwad Station, Chinchwad, Pune 411019

Tel.: (Board) +91 20 2740 2400 E-mail: [email protected] Website: www.krsnaadiagnostics.com

INFORMATION AT A GLANCE

Details and Type of the Resolutions Ordinary Resolution
-
Re-appointment of Mr. Rajendra Khivraj Mutha
(DIN: 01066737) as executive chairman and whole-
time director for 5 (five) Consecutive years
Cut-off date for determining eligibility for e-
voting
Friday, March 13, 2026
E-votingstart date and time Wednesday,March 18,2026,09:00 Hrs.(IST)
E-votingend date and time Thursday,April 16,2026,17:00 Hrs.(IST)

NOTICE OF POSTAL BALLOT

Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

Notice is hereby given to the Members of Krsnaa Diagnostics Limited (the “Company”) for seeking consent by way of an Ordinary Resolution in respect of the Special Business (as hereinafter explained).

The Resolution is being moved through Postal Ballot by way of remote e-voting in terms of the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) , read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, read further with other relevant circulars, the latest being 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (“MCA Circulars”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other laws and regulations, as may be applicable, from time to time.

The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution, setting out material facts and reasons for the Resolution, is annexed to this Notice. The Members are requested to peruse the proposed Resolution, along with the Explanatory Statement, and thereafter record their assent or dissent (as the case may be) by means of remote e-voting facility provided by the Company.

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Krsnaa Diagnostics Limited

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (“Listing Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice along with the instructions for e-voting is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depository Participant(s). The details of the procedure to cast the vote form part of the Notes to this Notice.

The e-voting period commences from 09:00 Hrs. (IST) on Wednesday, March 18, 2026, and ends at 17:00 Hrs. (IST) on Thursday, April 16, 2026.

At its meeting held on Sunday, February 22, 2026, the Board appointed Mr. Dinesh Birla (FCS No.- 7658 and CP No.- 13029) Practicing Company Secretary, to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

Shareholders are requested to read the instructions and notes carefully while expressing their assent or dissent and cast votes through remote e-voting by not later than Thursday, April 16, 2026. The remote e- voting facility will be disabled by NSDL thereafter.

The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced within two (2) working days from the conclusion of the Postal Ballot e-voting.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and the National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website at www.krsnaadiagnostics.com.

SPECIAL BUSINESS:

  1. TO APPROVE THE RE-APPOINTMENT OF MR. RAJENDRA KHIVRAJ MUTHA (DIN: 01066737) AS A WHOLE-TIME DIRECTOR DESIGNED AS AN EXECUTIVE CHAIRMAN FOR 5 (FIVE) CONSECUTIVE YEARS AND IN THIS REGARD, TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Nomination and Remuneration Policy of the Company (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the evaluation of performance, experience and continued contribution, and on the recommendation of the Nomination and Remuneration Committee, approval of the members be and is hereby accorded for the appointment of Mr. Rajendra Khivraj Mutha (DIN: 01066737) as a Wholetime Director, designated as an Executive Chairman of the Company, for a period of five (5) years commencing from April 26, 2026 up to April 25, 2031, liable to retire by rotation, on the terms and

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Krsnaa Diagnostics Limited

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conditions including remuneration as set out in the statement annexed to this Postal Ballot Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall include the Nomination and Remuneration Committee of the Board) to vary the terms and conditions of the said appointment and / or remuneration as it may deem f it;

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. ”

Registered Office

S. No. 243/A, Hissa No. 6, CTS No. 4519, 4519/1, Near Chinchwad Station, Chinchwad, Pune 411019 MH India.

By Order of the Board of Directors For Krsnaa Diagnostics Limited

Sd/-

Sujoy Sudipta Bose Company Secretary and Compliance Officer

Pune, February 22, 2026

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Krsnaa Diagnostics Limited

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Notes:

  1. The Explanatory Statement and reasons for the proposed Resolutions pursuant to Section 102 of the Act setting out material facts are appended below.

  2. In accordance with the provisions of the Act, read with the Rules made thereunder and MCA Circulars, the Postal Ballot Notice is being sent only by e-mail to those Members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, March 13, 2026.

Members may note that this Postal Ballot Notice will also be available on the website of the Company at www.krsnaadiagnostics.com website of the Stock Exchanges on which the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and the website of NSDL at www.evoting.nsdl.com

  1. In accordance with the MCA Circulars, printed copies of the Notice are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.

  2. The Members, whose names appear in the Register of Members / List of Beneficial Owners as received from Depositories as on Friday, March 13, 2026, being the cut-off date, are entitled to vote on the Resolution set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, March 13, 2026, being the cut-off date fixed for the purpose.

  3. All the material documents referred to in the Explanatory Statement, shall be available for inspection for Members through electronic mode from Wednesday, March 18, 2026 to Thursday, April 16, 2026, basis the request being sent on [email protected] mentioning their name, Folio no. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

  4. In case of any queries, you may contact the Company at [email protected] or at its Registered Office, alternatively you may contact the Registrar and Share Transfer Agent, KFin Technologies Limited at [email protected] or at the following address Selenium Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500032 Tel: +91 40 6716 2222and Fax: +91 40 2342 0814.

  5. Process and manner for voting through remote e-voting

i. In compliance with the provisions of Sections 108 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Members are provided with the facility to cast their vote by electronic means through the e-voting platform provided by NSDL.

ii. Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members on Friday, March 13, 2026 (‘cut-off date’). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the

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Krsnaa Diagnostics Limited

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Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting. A person who is not a Member as on the cut-off date should treat this Postal Ballot notice for information purpose only.

iii. Voting rights through e-voting cannot be exercised by a proxy.

iv. The remote e-voting period commences at 9:00 Hrs. (IST) on Wednesday, March 18, 2026 and ends at 17:00 Hrs. (IST) on Thursday, April 16, 2026. The remote e-voting module will be disabled by NSDL for voting thereafter. The detailed process for remote e-voting is given below in point (vii).

v. The Scrutinizer shall immediately after the conclusion of voting through remote e-voting, make a Scrutinizer’s Report of the total votes cast in favour or against, if any, and will submit his Report to the Chairman of the Company or any person authorised by him. The result of the voting by Postal Ballot will be announced within two working days from the conclusion of the Postal Ballot e-voting.

The result shall be announced on the website of the BSE Limited and National Stock Exchange of India Limited, Stock Exchanges, where equity shares of the Company are listed and intimated through a Press Release in newspapers. The results will also be disclosed on the Company’s website at www.krsnaadiagnostics.com and on the website of NSDL at www.evoting.nsdl.com.

vi. Resolution passed by the Members by means of Postal Ballot will be deemed to have been passed at a General Meeting of the Members. The resolution, if passed by requisite majority, will be deemed to have been passed on the last date specified for remote e-voting on Thursday, April 16, 2026.

vii. The details of the process and manner for remote e-voting are explained herein below

Step 1: Access to NSDL e-voting system

Step 2: Cast your vote electronically on NSDL e-voting system.

Details on step 1 are mentioned below:

  • How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

  • Step 1: Access to NSDL e Voting system

  • A) Login method for e Voting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Krsnaa Diagnostics Limited

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Type of shareholders Login Method
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Type of shareholders Login Method Login Method
Individual Shareholders
holding securities in demat
mode with NSDL.
1.
2.
3.
4.
For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin
.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id,
PAN No., Verification code and generate OTP. Enter the OTP
received on registered email id/mobile number and click on
login. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click
on company name ore-Voting service provider i.e. NSDLand
you will be redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on
a mobile. On the e-Services home page click on the “Beneficial
Owner”icon under“Login”which is available under
‘IDeAS’section, this will prompt you to enter your existing User
ID and Password. After successful authentication, you will be
able to see e-Voting services under Value added services. Click
on“Access to e-Voting”under e-Voting services and you will be
able to see e-Voting page. Click on company name ore-Voting
service provider i.e. NSDLand you will be re-directed to e-
Voting website of NSDL for casting your vote during the remote
e-Voting period.
If you are not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com.Select“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing
the following URL:https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-
Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you
will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period.

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Krsnaa Diagnostics Limited

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  1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

  1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

  2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

  3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Krsnaa Diagnostics Limited

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Individual Shareholders
(holding securities in
demat mode) login
through their depository
participants
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. upon logging in, you will be able to see e-Voting option.
Click on e-Voting option, you will be redirected to NSDL/CDSL
Depository site after successful authentication, wherein you can see e-
Voting feature. Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with
NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] or call at
022 - 4886 7000.
Individual Shareholders holding
securities in demat mode with
CDSL
Members facing any technical issue in login can contact CDSL
helpdesk
by
sending
a
request
at
[email protected] or contact at toll free no. 1800-
21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  5. Your User ID details are given below:

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Krsnaa Diagnostics Limited
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.
For example if your DP ID is IN300 and Client ID
is 12
then your user ID is
IN300
12**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is
12
** then your user ID is
12
**
c) For Members holding shares in EVEN Number followed by Folio Number registered
Physical Form. with the company
For example if folio number is 001
and EVEN is
101456 then user ID is 101456001

5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to
change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your
‘initial password’ is communicated to you on your email ID. Trace the email sent
to you from NSDL from your mailbox. Open the email and open the attachment
i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit
client ID for NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your ‘User ID’ and
your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process
for those shareholders whose email ids are not registered
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Krsnaa Diagnostics Limited

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  1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  4. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  7. Now, you will have to click on “Login” button.

  8. After you click on the “Login” button, Home page of e-Voting will open.

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Krsnaa Diagnostics Limited

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- Step 2: Cast your vote electronically on NSDL e Voting system.

  • How to cast your vote electronically on NSDL e Voting system?

  • After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  • Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  • Now you are ready for e-Voting as the Voting page opens.

  • Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  • Upon confirmation, the message “Vote cast successfully” will be displayed.

  • You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  • Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Abhijeet Gunjal at [email protected]

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you -

are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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Krsnaa Diagnostics Limited

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EXPLANATORY STATEMENT

PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

EXPLANATORY STATEMENT TO THE SPECIAL BUSINESS

ITEM NO. 1

The shareholders at the Extra-Ordinary General Meeting held on April 25, 2021, approved appointment of Mr. Rajendra Khivraj Mutha as a whole-time Director designated as Executive Chairman of the Company for a period of five years, with effect from April 26, 2021 till April 25, 2026.

Basis the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 22, 2026 appointed Mr. Mutha as a Whole-time Director designated as Executive Chairman of the Company for a period of five (5) years commencing from April 26, 2026 up to April 25, 2031, liable to retire by rotation.

Mr. Mutha has been instrumental in shaping the growth trajectory and strategic direction of Krsnaa Diagnostics Limited since its inception. As the founding Promoter, he commenced the Company’s journey with a focused and modest diagnostic footprint and, through his vision, perseverance and executiondriven approach, has steered it into one of the leading diagnostic service providers in the Public-Private Partnership (PPP) segment across India. Widely regarded for his pioneering role in the PPP diagnostics model, Mr. Mutha has been among the early professionals to recognize its potential for expanding affordable and accessible healthcare delivery at scale.

A certified Pharmacist accredited by the Maharashtra State Pharmacy Council, Mr. Mutha brings with him rich and diverse experience in the healthcare and diagnostics industry. Under his leadership, the Company has steadily expanded its diagnostic network, strengthened operational capabilities and built a sustainable, asset-efficient model focused on affordability, accessibility and quality. His deep understanding of the healthcare ecosystem, combined with strong execution capabilities and strategic foresight, has contributed significantly to the Company’s consistent growth and long-term value creation for all stakeholders.

Mr. Mutha has also actively guided the Company’s efforts towards community healthcare and social development through various Corporate Social Responsibility initiatives, further reinforcing the Company’s commitment to inclusive healthcare delivery.

In view of his extensive experience, leadership capabilities and significant contribution to the growth, governance and long-term strategy of the Company, the Nomination and Remuneration Committee and Board of Directors is of the opinion that his continued association would be beneficial to the Company and its stakeholders. Accordingly, the Board recommends the resolution for approval of the Members by way of Postal Ballot.

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Krsnaa Diagnostics Limited

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Broad particulars of the terms of appointment of and remuneration payable to Mr. Rajendra Khivraj Mutha are as under:

  • a) Period:

From April 26, 2026 to April 25, 2031.

  • b) Basic Salary:

INR 2,64,00,000/- (Rupees Two crore Sixty-Four Lakhs only) per annum.

  • c) The revisions in Annual Basic Salary and increments in remuneration shall be made in accordance with the approval by the Nomination and Remuneration Committee and/or the Board of Directors, depending on the performance of Mr. Mutha and other relevant factors.

  • d) Performance linked bonus: He will be entitled for performance linked bonus as may be decided by the Board of Directors or a Committee thereof from time to time, based on achievement on such performance parameters as may be determined by Board of Directors or a Committee thereof from time to time.

Provided that, the total remuneration including salary, perquisites, performance linked bonus shall not exceed the limits laid down under Section 197 read with Schedule V of the Companies Act, 2013.

In the event of absence or inadequacy of profits in any financial year during the tenure of Mr. Mutha, the remuneration by way of salary, benefits, perquisites and allowances and performance linked bonus shall be paid to him in accordance with the applicable provisions of Schedule V to the Companies Act, 2013, as amended from time to time, and subject to compliance with the conditions prescribed therein. No approval of the Central Government shall be required in such case.

e) Perquisites:

  • Company’s contribution to provident fund and superannuation fund to the extent these either singly or put together are not taxable under the Income-tax Act.

  • Gratuity at the rate as applicable under the relevant legislation, for each year of service.

  • Leave with full pay with encashment of un-availed leave being allowed as per the HR Policy of the Company from time to time.

  • Personal accident insurance policy in accordance with the scheme applicable to senior employees.

  • Telephone and other communication facilities at Company’s cost.

  • Subject to any statutory ceiling/s, Mr. Mutha may be given any other allowances, perquisites, benefits and facilities as the Board of Directors from time to time may decide.

  • Other Perquisites as per his employment terms.

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Krsnaa Diagnostics Limited

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f) Nature of Duties –

He shall perform such duties as shall from time to time be entrusted to him by the Board, subject to superintendence, guidance and control of the Board.

Other terms and conditions of re-appointment are in line with the Company’s Policy.

It is proposed to seek the approval of members of the Company for the re-appointment of Mr. Mutha as Whole-time Director designated as an Executive Chairman of the Company in terms of applicable provisions of the Act and rules made thereunder.

Mr. Mutha, being the re-appointee, is interested in the proposed resolution. Further, his relatives are also deemed to be interested in the resolution, to the extent of their shareholding in the Company, if any. Save and except the above, none of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution.

Mr. Mutha is not disqualified from being re-appointed as a Director in terms of Section 164 of the Companies Act, 2013 and is not debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

The Board recommends the Ordinary resolution set forth in this notice for the approval of Members.

A brief profile of Mr. Mutha is enclosed as an “Annexure”.

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Krsnaa Diagnostics Limited

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ANNEXURE

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT THROUGH POSTAL BALLOT

(Pursuant to Regulation 36 (3) of the Listing Regulations and Secretarial Standard-2 on General Meetings)

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Name of Director Mr. Rajendra Khivraj Mutha
DIN 01066737
Age 51 Years
Date of Birth June 01, 1974
Date of first appointment on the December 22, 2010
Board
Qualification Pharmacist
Brief Profile Mr. Mutha, the Chairman and Whole-time Director of the
Company, brings over two decades of expertise in pharmacy and
diagnostics. He is a certified Pharmacist accredited by the
Maharashtra State Pharmacy Council, leveraging his extensive
knowledge to drive the Company’s strategic vision and operational
excellence.
Beyond operations, he spearheads impactful outreach initiatives
focused on community health, women, and children—earning
recognition as a change maker in Indian healthcare. He also leads
the Company’s Corporate Social Responsibility (CSR) programmes,
championing initiatives that uplift underserved communities and
reinforce the Company’s role as a trusted healthcare partner.
Nature of expertise in specific  Business Operations and Management;
functional area/skills and  Technical Expertise;
capabilities  Business operations at Global Level including industry
knowledge;
 Strategy and Planning;
 Financial Treasury management.
Terms and Conditions of Re- As per the resolution set out at Item No. 1 of the Postal Ballot
appointment Notice read with statement pursuant to Section 102 of the Act.
Directorships in other Companies NIL
Memberships of Committees in NIL
other Companies
Listed entities from which Mr. Not applicable
Mutha has resigned as Director in
past 3 years
Number of Board meetings FY2025-26 (till the date of this Postal Ballot Notice): 100% (7
attended meeting held)
as on the date of Postal Ballot
Notice.
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Krsnaa Diagnostics Limited

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Chairperson/Membership of the
Committee(s)
of
Board
of
Directors of the Company as on
the date of Postal Ballot Notice.
Statutory Committee:-
a) Corporate Social Responsibility Committee- Chairman;
Non-statutory Committee:-
b) Operation Committee -Chairman.
Last Drawn Remuneration INR 2,64,00,000p.a.
Remuneration proposed to be
paid
As per the resolution at Item No. 1 of this Postal Ballot Notice read
with statementpursuant to Section 102 of the Act
No.
of
Shares
held
in
the
Company
80,29,920
Disclosure
of
inter-se
relationships between Directors
and KeyManagerial Personnel
Mr. Mutha is not related to any Director or Key Managerial
Personnel of the Companies Act, 2013 and SEBI Listing
Regulations.
Registered Office
By Order of the Board of Directors
S. No. 243/A, Hissa No. 6, CTS No. 4519, 4519/1,
ForKrsnaa Diagnostics Limited
Near Chinchwad Station, Chinchwad,
Pune 411019 MH India.
Sd/-
Sujoy Sudipta Bose
Company Secretary and Compliance Officer
Pune, February 22, 2026

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