Key Resolution Details

The Board of Directors, at its meeting held on August 13, 2026, approved seeking shareholder consent via a Special Resolution for the following:

  • Type of Resolution: Special Resolution
  • Purpose: Approval for Issuance of up to 16,21,000 Warrants convertible into Equity Shares on a Preferential Basis to the Promoter and Promoter Group of the Company.
  • Issue Size: Up to 16,21,000 Warrants
  • Issue Price: ₹566 per Warrant
  • Total Proceeds: Up to ₹91,74,86,000 (Ninety-One Crore Seventy-Four Lakh Eighty-Six Thousand)
  • Conversion Terms: Each Warrant is convertible into one Equity Share of face value ₹5 each at an exercise price of ₹566 (including a premium of ₹561 per share).

Financial and Capital Structure Impact

  • Warrant Subscription Price: 25% of the issue price (₹141.5 per Warrant) payable on allotment, aggregating ₹22,93,71,500.
  • Balance Payment: 75% of the issue price (₹424.5 per Warrant) payable on exercise, aggregating ₹68,81,14,500.
  • Utilization of Proceeds:
  • ₹68,81,15,000 for capital expenditure (purchase and installation of diagnostic equipment like CT Scanners, MRI machines, PET CTs).
  • ₹22,93,71,000 for funding acquisitions of businesses.
  • Post-Issue Capital Change: The issue will result in the allotment of up to 16,21,000 Equity Shares upon full exercise of the Warrants.
  • Promoter Holding Change: The aggregate shareholding of the Promoter and Promoter Group will increase from 27.11% to 30.58% on a fully diluted basis.

Key Dates and Process

  • Cut-off date for e-voting eligibility: Friday, August 14, 2026
  • E-voting period: From Wednesday, August 19, 2026, at 09:00 Hrs. (IST) to Thursday, September 17, 2026, at 17:00 Hrs. (IST)
  • Scrutinizer: Mr. Dinesh Birla, Company Secretary in Practice (Membership No. F7658, CP No. 13029), appointed by the Board on August 13, 2026.
  • Result Declaration: The scrutinizer's report and voting results will be announced within two working days from the conclusion of e-voting.
  • Deemed date of passing: Thursday, September 17, 2026 (if passed).

Warrant Terms and Conditions

  • Exercise Period: Warrants are exercisable within 18 months from the date of allotment.
  • Lapse Condition: If not exercised within 18 months, the Warrants shall lapse, and the 25% amount paid upfront shall be forfeited by the Company.
  • Rights: Warrants do not confer any shareholder rights until converted into equity shares.
  • Ranking: Equity Shares allotted upon conversion will rank pari passu with existing shares.
  • Lock-in: The Warrants and resultant Equity Shares will be locked-in as per SEBI ICDR Regulation 167.

Regulatory and Compliance Information

  • Relevant Date for Pricing: August 18, 2026
  • Pricing Compliance: The issue price of ₹566 per Warrant is not less than the price determined in accordance with SEBI ICDR Regulation 164.
  • Applicable Regulations: The issue is governed by Sections 62(1)(c) and 42 of the Companies Act, 2013, Chapter V of SEBI ICDR Regulations, 2018, SEBI LODR Regulations, SEBI SAST Regulations, and other applicable laws.
  • Exemption: The issue is exempt from related party transaction requirements under SEBI LODR Regulation 23.
  • Allotment Timeline: The allotment of Warrants shall be completed within 15 days from the date of passing the resolution or within 15 days of receiving any pending regulatory approvals.

Proposed Allottees Details

The Warrants are to be issued to the following promoter group entities:

1. Mr. Rajendra Mutha (PAN: ABAPM0270H): 75,000 Warrants

  • Pre-issue holding: 80,29,920 shares (24.75%)
  • Post-issue holding (on exercise): 81,04,920 shares (23.79%)

2. Krsnaa Diagnostics (Mumbai) Private Limited (PAN: AAGCK5323B): 15,46,000 Warrants

  • Pre-issue holding: 7,65,685 shares (2.36%)
  • Post-issue holding (on exercise): 23,11,685 shares (6.79%)
  • Ultimate beneficial owner: Mr. Rajendra Mutha

Additional Information

  • No Preferential Allotment in FY2026-27: The Company has not made any preferential allotment during the current financial year prior to this proposal.
  • E-voting Agency: National Securities Depository Limited (NSDL)
  • Document Availability: The Notice is available on the company's website (www.krsnaadiagnostics.com), stock exchange websites (BSE, NSE), and NSDL's e-voting portal (www.evoting.nsdl.com).
  • Inspection of Documents: Material documents are available for electronic inspection from August 19 to September 17, 2026, upon request to investors@krsnaa.in.