Directors Report of Rainbow Childrens Medicare Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 27^th Annual Report on the business and operations of your Company along
with the audited financial statements (Consolidated as well as Standalone) for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Financial performance of your Company for the financial year ended March 31, 2025 is summarized below:

('' in million)

Particulars	Year ended March 31, 2025 (Consolidated)	Year ended March 31, 2024 (Consolidated)	Year ended March 31, 2025 (Standalone)	Year ended March 31, 2024 (Standalone)
Total Income	15,668.74	13,339.64	15,034.56	12,735.10
Total Expenses	12,368.73	10,391.51	11,813.73	9,842.93
Profit/ (Loss) before Tax (PBT)	3,300.01	2,948.13	3,220.83	2,892.17
Profit/ (Loss) after Tax (PAT)	2,442.27	2,182.87	2,375.85	2,148.91

1. STATEMENT OF COMPANY’S AFFAIRS

The Company delivered a resilient financial
performance for FY 2024-25, successfully navigating
seasonal headwinds that affected patient inflow across
the industry. Our clinical and operational excellence,
combined with cost optimization measures, enabled
us to overcome external challenges and achieve our
highest revenue, EBITDA and PAT.

The Company continued to fortify its operations,
achieving several notable milestones and implementing
numerous new initiatives.

The Company demonstrated its clinical excellence
through advanced medical intervention and the
successful management of complex medical cases.
During the period under review, the fertility services
at Kondapur Hospital in Hyderabad received
reaccreditation from the prestigious Joint Commission
International (JCI), continuing to have three
JCI-accredited hospitals and affirming the Company''s
dedication to providing healthcare services that meet
global quality and safety standards.

The Company has received the necessary approvals
from Haryana Shehri Vikas Pradhikaran, Panchkula,
for two land parcels situated in Sector 44 and Sector
56, Gurugram (“Land Parcels”). The Company has
performed the groundbreaking at two land parcels and
project work has commenced at both sites.

2. FINANCIAL PERFORMANCE

I. Consolidated Performance

During the year under review, the consolidated
income of the Company increased to '' 15,668.74

million compared to '' 13,339.64 million in the
previous year, registering a growth of 17.46%.
The consolidated net profit after tax increased
to '' 2,442.27 million compared to '' 2,182.87
million in the previous year, representing a
growth of 11.88%.

II. Standalone Performance

During the year under review, the standalone
income of the Company increased to '' 15,034.56
million compared to '' 12,735.10 million in the
previous year, registering a growth of 18.06%.
The standalone net profit after tax increased
to '' 2,375.85 million compared to '' 2,148.91
million in the previous year, representing a
growth of 10.56%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your
Company for the Financial Year 2024-25, are prepared
in compliance with applicable provisions of the
Companies Act, 2013 (‘‘the Act”), Indian Accounting
Standards and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing

Regulations”). The consolidated financial statements
have been prepared based on the audited financial
statements of the Company and its Subsidiaries, as
approved by their respective Board of Directors.

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

During the Financial Year, your Company declared and
paid dividend as under:

Date of	Dividend Type	Dividend Per
Declaration		Share
July 30, 2024	Final Dividend	'' 3/-

Your Directors are pleased to recommend dividend of
'' 3/- per Equity Share of face value of '' 10/- each
as Final Dividend for the Financial Year 2024-25, for
approval by the shareholders at the ensuing Annual
General Meeting (“AGM”) of the Company.

The Company has fixed Saturday, June 28, 2025
as the "Record Date” for determining entitlement
of Members to final dividend for the Financial Year
2024-25, if approved at the AGM.

The Dividend Distribution Policy of the Company is
also available on the Company''s website at:
https://d31scedd5hpubp.cloudfront.net/investor_
files/Dividend_Distribution_Policy.pdf.

6. TRANSFER TO RESERVES

During the year under review, no amount has been
transferred to the General Reserve of the Company.

7. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER (“IPO”)

The Company has utilised the IPO proceeds in accordance with objects of the offer as mentioned below:

S. No	Particulars	Amount Allocated	Funds Utilized	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
1	Early redemption of Non-Convertible Debentures (NCDs) issued by our Company to CDC Emerging Markets Limited (“CDCEML”), one of our Group Companies, in full.	400.00	400.00	NA
2	Capital expenditure towards setting up of new hospitals and purchase of medical equipment for such new hospitals.	1,700.00	1,700.00	NA
3	General corporate purposes	576.10	576.10	NA
Total		2676.10	2676.10

There was no deviation or variation in the utilization
of proceeds of IPO from the objects of Offer stated
in the Prospectus dated May 2, 2022. Further, the
detailed Monitoring Agency Report for such utilization
of IPO proceeds received by the Company from its
Monitoring Agency i.e., HDFC Bank, on quarterly basis
affirming no deviation or variation in utilisation of the
issue proceeds from the objects stated in prospectus
dated May 2, 2022 was submitted to Stock Exchanges
in compliance with the aforesaid regulations.

8. CHANGES IN SHARE CAPITAL

I) Changes in Authorized Share Capital:

During the year under review, there were no
changes in the Authorized Share Capital.
The Authorized Share Capital of the Company
stands at '' 1,50,00,00,000/- divided into
15,00,00,000 Equity Shares of '' 10/- as on
March 31, 2025.

II) Changes in Paid-up Share Capital:

During the year under review, the paid-up share
capital was changed in the following manner:

a) Allotment of 44,000 Equity shares of ''10/-
each on July 17, 2024 under ‘Rainbow
Children''s Medicare Limited - Employees
Stock Unit Plan 2023''.

b) Allotment of 5,986 Equity shares of ''10/-
on August 22, 2024 under ‘Rainbow
Children''s Medicare Limited - Employees
Stock Unit Plan 2023''.

As a result of above, the Paid-up Share Capital
of the Company stands at '' 1,01,55,16,730/-
divided into 10,15,51,673 Equity Shares of
'' 10/- as on March 31, 2025.

9. EMPLOYEES STOCK OPTION PLAN/ SCHEME

During the year under review, upon recommendation of
Nomination and Remuneration Committee, the Board
of Directors in their meeting held on February 9, 2025,
has terminated the Rainbow Employee Stock Option
Scheme 2021 (“ESOP Scheme 2021”) as the scheme
was deferred and no options were granted under the
said scheme till date.

During the year under review, there has been no
material change in the ‘Rainbow Children''s Medicare
Limited - Employees Stock Unit Plan 2023'' (“Stock
Unit Plan”/ “Plan”) and the same was in compliance
with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SEBI SBEB & SE Regulations”).
Applicable disclosures as stipulated under the
SEBI SBEB & SE Regulations with regard to Stock

Unit Plan 2023 is available on the Company''s
website at https://d31scedd5hpubp.cloudfront.
net/investor_files/Information_as_per_SEBI_(SBEB)_
Regulations_FY_25.pdf

Subsequent to the year under review, the members of
the Company had approved the ‘Rainbow Children''s
Medicare Limited - Employee Stock Option Scheme
2025'' (“ESOP Scheme 2025”) by passing the special
resolution through Postal Ballot on April 2, 2025 for
issue of options to eligible employees, which may result
in an issuance of a maximum number of 10,15,000
Equity Shares i.e., 10,15,000 Options. The ESOP
Scheme 2025 shall be implemented through an
irrevocable employee welfare trust namely ‘Rainbow
Employees Welfare Trust''. Disclosures as stipulated
under the SEBI SBEB & SE Regulations with regard
to the ESOP Scheme 2025 is not applicable for the
Financial year 2024-25.

10. SUBSIDIARIES

A report on the performance and financial position of
each of the subsidiaries and their contribution to the
overall performance of the Company for the Financial
Year ended March 31, 2025 is set out in Form
AOC-1 as per the Companies Act, 2013 and annexed
herewith as Annexure - 1 to this Report.

The annual financial statements of the subsidiaries
shall also be made available to the Members of the
Company/ Subsidiary Companies seeking such
information at any point of time. The annual Financial
Statements of the subsidiaries are available on the
Company''s website at https://www.rainbowhospitals.
in/investors-relations/subsidiary-financials.

The Company has formulated a policy for determining
material subsidiaries. The said policy is also available on
the Company''s website at: https://d31scedd5hpubp.
cloudfront.net/investor_files/Policy_for_determining_
Material_Subsidiary-2025.pdf

During the year under review, no Company has become
or ceased to be a subsidiary, joint venture or associate
of the Company.

11. 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 as on the date of the report.

12. PUBLIC DEPOSITS

During the year under review, your Company has not
accepted any deposits as prescribed under Chapter

V of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.

13. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are set out
in prescribed format and annexed herewith as
Annexure - 2 to this Report.

The statement containing particulars of employees as
required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this
Annual Report. Further, the Report is being sent to the
members excluding the aforesaid annexure. In terms
of Section 136 of the Act, any shareholder interested
in obtaining a copy thereof may write to the Company
Secretary of the Company at companysecretary@
rainbowhospitals.in.

14. AUDIT COMMITTEE

The composition of Audit Committee has been
detailed in the Corporate Governance Report, forming
part of this Annual Report.

All recommendations made by the Audit Committee
have been accepted by the Board of Directors.

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. Directors

Retirement by rotation and subsequent
re-appointment

Dr. Dinesh Kumar Chirla (DIN: 01395841),
Whole-time Director of the Company is liable to
retire by rotation at the ensuing AGM pursuant to
the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 and
being eligible offers himself for re-appointment.
Appropriate resolution for his re-appointment is
being placed for the approval of the Members of
the Company at this AGM.

A brief profile of Dr. Dinesh Kumar Chirla and
other related information is detailed in the Notice
convening the 27^th AGM of your Company.

The Board considered the said re-appointment
in the interest of the Company and hence
recommends the same to the Members for
their approval.

II. Key Managerial Personnel

In accordance with the provisions of Section
2(51), 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following
are the Key Managerial Personnel of the Company
as on March 31, 2025.

1. Dr. Ramesh Kancharla - Chairman and

Managing Director;

2. Dr. Dinesh Kumar Chirla - Whole Time Director;

3. Mr. Vikas Maheshwari - Chief Financial

Officer; and

4. Ms. Shreya Mitra - Company Secretary and
Compliance Officer.

During the year under review, the following Key
Managerial Personnel of the Company resigned:

- Mr. Sanjeev Sukumaran, resigned from

the post of Chief Operating Officer
(Key Managerial Personnel) w.e.f
October 30, 2024; and

- Mr. Ashish Kapil, resigned from the post of
Company Secretary and Compliance Officer
(Key Managerial Personnel) of the Company
w.e.f. December 14, 2024.

The Board of Directors, on the recommendation
of the Nomination and Remuneration Committee,
appointed Ms. Shreya Mitra as the Compliance
Officer of the Company w.e.f. December 15,
2024. Subsequently, she was appointed as the
Company Secretary (designated as Company
Secretary and Compliance Officer) (Key
Managerial Personnel) of the Company w.e.f.
February 9, 2025, in accordance with the
provisions of Section 203 of the Companies Act,
2013, read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and the SEBI Listing Regulations.

16. BOARD’S EVALUATION

The Board of Directors has carried out an annual
evaluation of (i) its own performance; (ii) Individual
Directors Performance (Including Independent
Directors) and (iii) Performance of all committees of
the Board, pursuant to the provisions of Companies
Act, 2013 and SEBI Listing Regulations.

A structured questionnaire, after taking into
consideration the inputs received from Nomination
and Remuneration Committee, was prepared and
circulated to all the Directors for taking their responses,
these questionnaires covered various aspects of

the Board''s functioning such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance. 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 excluding the Director being
evaluated. The performance evaluation of
Non-Independent Directors, Board as a whole and
the Chairman of the Company was evaluated in a
separate meeting of Independent Directors after
considering the views of Executive Directors and
Non-executive Directors.

The feedback and results of the questionnaire were
collated and consolidated report generated was
shared with the Board for improvements. 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
Chairman is highly satisfactory.

17. REMUNERATION POLICY

In compliance with the provisions 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 (KMP), Senior Management and
their remuneration.

The salient features of the Policy are:

i. It lays down the criteria for determining
qualifications, competencies, positive attributes
and independence for appointment of a director
(Executive/ Non-Executive/ Independent)
of the Company;

ii. To recommend to the Board the policy relating
to the remuneration of the Directors, KMP and
Senior Management/ Other Employees of
the Company; and

iii. Reviewing and approving corporate goals and
objectives relevant to the compensation of the
executive Directors, evaluating their performance
in light of those goals and objectives and either
as a committee or together with the other
independent Directors (as directed by the Board),
determine and approve executive Directors''
compensation based on this evaluation; making

recommendations to the Board with respect to
KMP and Senior Management compensation
and recommending incentive-compensation
and equity-based plans that are subject to
approval of the Board.

During the year under review, the policy was revised to
align with amendments in the Companies Act, 2013
and SEBI Listing Regulations.

The Nomination and Remuneration Policy of the
Company is available on the website of the Company
and can be accessed at the following web link:
https://d31scedd5hpubp.cloudfront.net/
investor_files/Nomination_and_Remuneration_
PolicyFEB2025.pdf

18. NUMBER OF MEETINGS OF THE BOARD AND
ITS COMMITTEES

The Board met Five (5) times during the Financial Year
2024-25. The details of the meetings of the Board and
Committees along with its composition and respective
terms of reference thereof are given in the Corporate
Governance Report, which forms an integral part of
this Annual Report.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act,
2013, the Directors confirm that:

I. In the preparation of the annual accounts for
the Financial Year ended March 31, 2025,
the applicable accounting standards and
Schedule III of the Companies Act, 2013,
have been followed and there are no material
departures from the same;

II. the Directors 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 your Company as at March 31,
2025 and of the profit of the Company for the
Financial Year ended March 31, 2025;

III. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

IV. the annual accounts have been prepared on a
‘going concern'' basis;

V. proper internal financial controls laid down by the
Directors were followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

VI. the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

20. AUDITORS AND AUDITORS’ REPORT

I. Statutory Auditors

The shareholders in the 25^th AGM, approved the
appointment of M/s. S.R. Batliboi & Associates
LLP, Chartered Accountants (Firm Registration
No. 101049W/ E300004), as the Statutory
Auditors, for a period of five (5) years i.e.,
from the conclusion of the 25^th AGM held on
June 29, 2023 till the conclusion of 30^th AGM
of the Company.

M/s. S.R. Batliboi & Associates LLP, have
confirmed that they have not been disqualified
to act as Statutory Auditors of the Company and
that their appointment is within the maximum
ceiling limit as prescribed under Section 141 of
Companies Act, 2013/ relevant statute.

The Statutory Auditors of the Company have not
reported any fraud as specified under the second
proviso of Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s)
or re-enactment(s) for the time being in force).

The Auditors'' Report for the Financial Year
ended March 31, 2025, does not contain
any qualification, reservation or adverse
remark, etc. Further the Auditors'' Report being
self-explanatory does not call for any further
comments from the Board of Directors.

II. 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, maintained and audited
for the financial year 2024-25.

The Board of Directors on the basis of
recommendations from Audit Committee has
appointed M/s. Lavanya & Associates as the
Cost Auditors of the Company for the Financial
Year 2025-26 at a fee of '' 2,00,000/- (Rupees
Two Lakhs Only) plus applicable taxes and out of
pocket expenses subject to the ratification of the
said fees by the shareholders at the ensuing AGM.
M/s. Lavanya & Associates have applied for the
formation of a new LLP under the name “Lavanya
and Associates LLP” and have obtained name
approval from the Institute of Cost Accountants
of India (ICMAI). The registration process with the
Ministry of Corporate Affairs (MCA) is currently in

progress. Upon completion of the incorporation
and receipt of MCA approval, the appointment
shall be deemed to have been made in favour of
“Lavanya and Associates LLP” as the Cost Auditors
for the Financial Year 2025-26, as if the said LLP
had been appointed in place of the existing firm.

The Cost Auditors of the Company have not
reported any fraud as specified under the second
proviso of Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s)
or re-enactment(s) for the time being in force).

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company had
appointed Mr. K.V.S. Subramanyam, Company
Secretary in Practice (“Secretarial Auditor”) to
conduct the Secretarial Audit of your Company
for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial
Year ended March 31, 2025 is annexed herewith
as Annexure-3 and forms an integral part of this
Annual Report. The Secretarial Audit Report
does not contain any qualification, reservation or
adverse remark, etc.

The Secretarial Auditors of the Company have not
reported any fraud as specified under the second
proviso of Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s)
or re-enactment(s) for the time being in force).

Further, pursuant to the provisions of Regulation
24A and other applicable provisions, if any, of
the SEBI Listing Regulations, read with Section
204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and based
on the recommendation of the Audit Committee,
the Board of Directors, at their meeting held on
May 24, 2025, approved the appointment of
Mr. K.V.S. Subramanyam, Company Secretary
in Practice (CP No. 4815), a peer-reviewed
Company Secretary in Practice, as the Secretarial
Auditor of the Company for a term of five
consecutive years commencing from the Financial
Year 2025-26 to Financial Year 2029-30,
subject to the approval of the shareholders at
the ensuing AGM.

A detailed proposal for appointment of
Secretarial Auditor forms part of the Notice
convening this AGM.

21. ANNUAL RETURN

As required under Section 92(3) of the Companies
Act, 2013 read with the Companies (Management
and Administration) Rules, 2014, the Annual Return of
the Company is available on the Company''s website at
https://www.rainbowhospitals.in/investors-relations/
shareholder-information

22. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies
Act, 2013 and SEBI Listing Regulations, your Company
has formulated a Policy on Related Party Transactions
which is also available on Company''s website at
https://d31scedd5hpubp.cloudfront.net/investor_
files/Policy_on_Materiality_and_Dealing_with_Related_
Party_TransactionsFEB2025.pdf

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 basis.

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
Transactions were entered during the year 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.

23. LOANS AND INVESTMENTS

Details of Loans, Guarantees given and Investments
made by the Company during Financial Year 2024-25
within the meaning of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and Schedule V
of the SEBI Listing Regulations, are set out in Note No.
2.2 and in Note No. 2.10 to the Standalone Financial
Statements of the Company.

24. RISK MANAGEMENT

Your Company has a Risk Management Committee
which monitors and reviews the risk management plan/
process of your Company. The Company has adequate
risk management procedures in place. The major risks
are assessed through a systematic procedure of risk
identification and classification. Risks are prioritised
according to significance and likelihood.

The Risk Management Committee oversees the risk
management processes with respect to all probable

risks that the organization could face such as
strategic, financial, liquidity, security including cyber
security, regulatory, legal, reputational and other
risks. The Committee ensures that there is a sound
Risk Management Policy to address such risks which
includes the process for identification of elements of
risk, if any, which may threaten the existence of the
Company. Further, there are no elements of risk which
in the opinion of the Board may threaten the existence
of the Company.

The details of the Risk Management Committee are
given in the Corporate Governance Report which
forms integral part of this Annual Report.

25. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

In Compliance with the provisions of section 177
of the Companies Act, 2013 and Regulation 22 of
SEBI Listing Regulations, the Company has in place
the Whistle Blower Policy and Vigil Mechanism for
Directors, employees and other stakeholders which
provides a platform to them for raising their voice about
any breach of code of conduct, financial irregularities,
illegal or unethical practices, unethical behaviour,
actual or suspected fraud. Adequate safeguards are
provided against victimization to those who use such
mechanism and direct access to the Chairman of the
Audit Committee in appropriate cases is provided.

The policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also
that no discrimination is made against any person.
The Whistle Blower Policy and Vigil Mechanism may
be accessed on the Company''s website at https://
d31scedd5hpubp.cloudfront.net/investor_files/
Whistle%20Blower%20Policy.pdf

26. CORPORATE SOCIAL RESPONSIBILITY

The prime objective of our Corporate Social
Responsibility policy is to hasten social, economic
and environmental progress. We remain focused on
generating systematic and sustainable improvement
for local communities surrounding our Hospitals.

The Board of Directors of your Company has
formulated and adopted a policy on Corporate
Social Responsibility which can be accessed at:
https://d31scedd5hpubp.cloudfront.net/investor_
files/CSR_Policy.pdf

The annual report on corporate social responsibility
activities containing composition of CSR & ESG
Committee and disclosure as per Section 134
and Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is attached and
marked as Annexure - 4 and forms part of this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report
of financial performance and results of operations
of the Company, as required under the SEBI Listing
Regulations is provided in a separate section and
forms an integral part of this report. It inter-alia gives
details of the overall industry structure, economic
developments, performance and state of affairs of your
Company''s business, risks and concerns and material
developments during the financial year under review.

28. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report,
as required under the SEBI Listing Regulations,
describing the initiatives taken by the Company from
environment, social and governance perspective is
provided in a separate section and forms an integral
part of this Report.

29. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by SEBI.
Separate report on Corporate Governance, forms an
integral part of this Annual Report.

A certificate from M/s. KVSS & Co LLP, Practicing
Company Secretaries, confirming compliance with the
conditions of corporate governance is also attached to
the Corporate Governance Report.

30. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place an Anti-Sexual Harassment
Policy in compliance with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating
to the constitution of Internal Complaints Committee
(“ICC’ ) as specified under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company conducts sessions for employees to
build awareness amongst employees about the Policy
and the provisions of Prevention of Sexual Harassment
of Women at Workplace Act.

During the period under review, no complaint was
received by the ICC.

31. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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 given below:

A. Energy Conservation:

The Company has continued its efforts to reduce

its energy consumption year on year.

Some of the key measures taken by the Company

are as below:

I. Energy conservation measures taken/
Utilizing alternate sources of energy:

• Commissioning of rooftop solar power
systems.

• Installation of Variable Frequency Drives
(VFDs) to optimize energy consumption
in operations.

• Upgradation to energy-efficient LED
lighting across various facilities.

• Procurement of green energy through
open access arrangements.

• Sourcing of renewable energy through
third-party providers.

II. Impact of Measures:

The energy conservation measures taken
from time to time by your Company have
resulted in considerable reduction of energy
and thereby reducing the cost.

III. Capital Investment on Energy conservation
Equipment:

During the year under review, the Company
has spent about '' 47.76 Million as capital
investments on various energy conservation
initiatives like Solar roof tops, VFD Installation
and LED Light Installations etc.

B. Technology Absorption:

I. Technology Absorption, Adaptation &
Innovation:

1) Efforts made towards technology
absorption:

Implementation of a robust
cybersecurity framework with 24/7
SOC Monitoring Services, Penetration
Testing/Breach and Attack Simulation/
Ransomware Resiliency Testing.

2) Benefits derived as a result of the
above efforts:

Protection of sensitive data, regulatory
compliance to various standards,
and preventing financial losses from
breaches or ransomware attacks.
A strong cybersecurity framework will
enable a secure digital transformation
and long-term operational stability for
the organization.

3) In case of imported technology
(imported during the last three years
reckoned from the beginning of the FY
2024-25): None

4) Expenditure incurred on Research and
Development:

No expenditure was incurred on
Research and Development by the
Company during the period under
review.

C. Foreign exchange earnings and outgo

S. „ . . Particulars No.	Amount ('' in Million)
1 Foreign Exchange Earnings	47.89
2 Foreign Exchange Outgo	71.04

32. INTERNAL FINANCIAL CONTROLS SYSTEMS
AND THEIR ADEQUACY

Your Company has in place an adequate internal
financial control framework with reference to financial
and operating controls thereby ensuring orderly and
efficient conduct of its business, including adherence
to the Company''s policies, safeguarding of its assets,
prevention and detection of frauds and errors,
accuracy and completeness of accounting records,
and timely preparation of reliable financial information
and such controls are operating effectively.

During the Financial Year 2024-25, such controls
were tested and no reportable material weakness in
the design or operation was observed.

The Directors have in the Directors Responsibility
Statement confirmed the same to this effect.

33. DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY:

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose
the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the year along with their status as at the
end of the financial year is not applicable.

34. NO DIFFERENCE IN VALUATION:

The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

35. SIGNIFICANT/ MATERIAL ORDERS PASSED BY
THE REGULATORS

There are no significant/ material orders passed
by the Regulators or Courts or Tribunals impacting
the going concern status of your Company and its
operations in future.

36. COMPLIANCE OF SECRETARIAL STANDARDS

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).

37. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation
for the assistance and co-operation received from
the Government authorities, financial institutions,
banks, customers, vendors and members during the
year under review. Your Directors also wish to place
on record their deep sense of appreciation for the
committed services by the employees.

For and on behalf of Board of Directors

Dr. Ramesh Kancharla
Chairman and Managing Director
DIN: 00212270

Place: Hyderabad
Date: May 24, 2025

---

Mar 31, 2024

The Directors have pleasure in presenting the 26^th Annual Report on the business and operations of your Company along with the audited financial statements (Consolidated as well as Standalone) for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The Financial performance of your Company for the financial year ended March 31, 2024 is summarized below:

(Rs. in Million)
	Year ended	Year ended	Year ended	Year ended
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
	(Consolidated)	(Consolidated)	(Standalone)	(Standalone)
Total Income	13,339.64	12,044.39	12,735.10	11,452.19
Total Expenses	10,391.51	9,226.60	9,842.93	8,677.55
Profit/ (Loss) before Tax (PBT)	2,948.13	2,817.79	2,892.17	2,728.34
Profit/ (Loss) after Tax (PAT)	2,182.87	2,123.77	2,148.91	2,058.93

1. STATEMENT OF COMPANY’S AFFAIRS

The Company delivered a resilient financial performance for FY 2023-24, successfully navigating seasonal headwinds that affected patient inflow across the industry. Our clinical and operational excellence, combined with cost optimization measures, enabled us to overcome external challenges and achieve our highest-ever revenue, EBITDA and PAT.

The Company continued to fortify its operations, achieving several notable milestones and implementing numerous new initiatives. All projects planned for FY 2023-24 were executed on schedule, reflecting the Company''s commitment to effective project management and operational efficiency.

The Company demonstrated its clinical excellence through advanced medical intervention and the successful management of complex medical cases. Additionally, two hospitals were accorded the prestigious Joint Commission International (JCI) accreditation, affirming the Company''s dedication for providing healthcare services that meet global quality and safety standards.

Significant progress was made in market penetration with the commissioning of three new spoke hospitals and addition of two new blocks in existing hospitals. Overall, a total of 280 beds were added during FY 2023-24, the highest ever in a single year. The new hospitals in Himayatnagar, Hyderabad; Sarjapur, Bengaluru; and Anna Nagar, Chennai, along with the new blocks at Hydernagar and LB Nagar units in Hyderabad, will enhance accessibility to quality healthcare services and improve health outcomes.

The Company purchased two new land parcels admeasuring 9,391 Sq Mtr (~2.32 acres) and 4,987.10 Sq Mtr (~1.23 acres), situated in Sector 44 and Sector 56 respectively in Gurugram, Haryana (“Land Parcels”), auctioned by Haryana Shehri Vikas Pradhikaran (“HSVP”) for setting up two hospitals with a total bed capacity of ~400 beds.

The Company has received allotment and possession letter for the above mentioned land parcels. The work is in designing phase and project work is yet to commence on these hospitals. This expansion will strengthen the Company''s existing footprint in the National Capital Region enabling it to cater to the growing healthcare needs of the residents of Gurugram and neighborhood. The addition of these two hospitals will provide increased access to specialized pediatric and perinatal care services in the geography.

2. FINANCIAL PERFORMANCE

I. Consolidated Performance

During the year under review, the consolidated income of the Company increased to

'' 13,339.64 million compared to '' 12,044.39 million in the previous year, registering a growth of 10.75%. The consolidated net profit after tax increased to '' 2,182.87 million compared to '' 2,123.77 million in the previous year, representing a growth of 2.78%.

II. Standalone Performance

During the year under review, the standalone income of the Company increased to

'' 12,735.10 million compared to '' 11,452.19

million in the previous year, registering a growth of 11.20%. The standalone net profit after tax increased to '' 2,148.91 million compared to '' 2,058.93 million in the previous year, representing a growth of 4.37%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘‘the Act”), Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The consolidated financial statements have been prepared based on the audited financial statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

During the Financial Year, your Company declared and paid dividend as under:

Date of Declaration	Dividend Type	Dividend Per Share
June 29, 2023	Final Dividend	'' 3/-

Your Directors are pleased to recommend dividend of '' 3/- per Equity Share of face value of '' 10/- each as Final Dividend for the Financial Year 2023-24, for approval by the shareholders at the ensuing Annual General Meeting (“AGM”) of the Company.

The Dividend Distribution Policy of the Company is also available on the Company''s website at: https://www.rainbowhospitals.in/investor-relations/ reports/Dividend_Distribution_Policy.pdf.

6. TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company.

7. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER (“IPO”)

The Company has utilised the IPO proceeds in accordance with objects of the offer as mentioned below:

('' in Millions)
S. No	Particulars	Amount Allocated	Funds Utilized	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
1	Early redemption of NonConvertible Debentures (NCDs) issued by our Company to CDC Emerging Markets Limited (“CDCEML”), one of our Group Companies, in full.	400.00	400.00	NA
2	Capital expenditure towards setting up of new hospitals and purchase of medical equipment for such new hospitals.	1,700.00	1,325.07	Delay in execution of one of the project has resulted in less spend of IPO money raised against the target provided in the prospectus of '' 1,500 million as on March 31, 2024.
3	General corporate purposes	576.10*	576.10	NA
Total		2,676.10	2,301.17

* During the year under review, the Company has received an amount of '' 14.70 Million towards the Company’s share of unspent/ IPO expenses. Subsequently, amount to be utilized for General Corporate purpose has been increased from '' 561.40 Million to '' 5 76.10 Million.

There was no deviation or variation in the utilization of proceeds of IPO from the objects of Offer stated in the Prospectus dated May 2, 2022. Further, the detailed Monitoring Agency Report for such utilization of IPO proceeds received by the Company from its Monitoring Agency i.e., HDFC Bank, on quarterly basis affirming no deviation or variation in utilisation of the issue proceeds from the objects stated in prospectus dated May 2, 2022 was submitted to Stock Exchanges in compliance with the aforesaid regulations.

8. CHANGES IN SHARE CAPITAL

During the year under review, there were no changes in the Authorized Share Capital and Paid-up Share Capital of the Company.

9. EMPLOYEES STOCK OPTION PLAN/ SCHEME

During the year under review, there has been no change in the Rainbow Employee Stock Option Scheme 2021 ("ESOP Scheme 2021"/ "Scheme") as

the scheme has not been implemented till yet. As on the date of this Board''s Report, the Company has not granted any options under ESOP Scheme 2021.

During the year under review, the members of the Company had approved the “Rainbow Children''s Medicare Limited - Employees Stock Unit Plan 2023” (“Stock Unit Plan 2023”/ “Plan”) by passing the special resolution through Postal Ballot on May 6, 2023 for issue of stock units to eligible employees, which may result in an issuance of a maximum number of 4,00,000 Equity Shares i.e., 4,00,000 Stock Units. The Stock Unit Plan 2023 is administered by the Nomination and Remuneration Committee. As on the date of this Board''s Report, the Company has granted 3,12,414 Stock Units under the Stock Unit Plan 2023 to its eligible employees.

During the year under review, there was no material change in the plan and the same was in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Stock Unit Plan 2023 is available on the Company''s website at https://d2sn5i18drfi94. cloudfront.net/investor-relations/reports/ Information-as-per-SEBI-SBEB-Regulations-FY-23.pdf

10. SUBSIDIARIES

A report on the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company for the Financial Year ended March 31, 2024 is set out in Form AOC-1 as per the Companies Act, 2013 and annexed herewith as Annexure - 1 to this Report.

The annual financial statements of the subsidiaries shall also be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The annual Financial Statements of the subsidiaries are available on the Company''s website at https://www.rainbowhospitals. in/investors-relations/subsidiary-financials.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the Company''s website at:

https://d2sn5i18drfi94.cloudfront.net/

investor-relations/reports/policy/Policy%20for%20

determining%20Material%20Subsidiary.pdf

During the year under review, no Company has become or ceased to be a subsidiary, joint venture or

ref fho rnmnam/

11. 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 as on the date of the report.

12. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits as prescribed under Chapter V of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as Annexure - 2 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at companysecretary@ rainbowhospitals.in.

14. AUDIT COMMITTEE

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board of Directors.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Directors

Retirement by rotation and subsequent re-appointment

Dr. Ramesh Kancharla (DIN: 00212270), Chairman and Managing Director of the Company is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for re-appointment. Appropriate resolution for his re-appointment is

being placed for the approval of the Members of the Company at this AGM.

A brief profile of Dr. Ramesh Kancharla and other related information is detailed in the Notice convening the 26^th AGM of your Company.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for their approval.

Re-appointment of Independent Directors

The Members of the Company, at their Annual General Meeting held on June 29, 2023 approved re-appointment of Dr. Anil Dhawan as an Independent Director for a second term of 5 (five) consecutive years commencing from August 30, 2023.

Further, the Members of the Company, through Postal Ballot on December 23, 2023, approved re-appointment of Mr. Aluri Srinivasa Rao as an Independent Director for a second term of 5 (five) consecutive years commencing from March 15, 2024.

In the opinion of the Board, Independent Directors re-appointed during the year are the persons of integrity and having requisite expertise, skills and experience (including the proficiency) required for their role.

Appointment of Non - Executive Director

During the year under review, the Members of the Company, through Postal Ballot on March 16, 2024, approved the appointment of Dr. Adarsh Kancharla (DIN: 08302615) as Non - Executive and Non-Independent Director with effect from January 24, 2024, liable to retire by rotation.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations and are independent from Management. The Independent Directors are persons of high repute, integrity and possess

the relevant expertise, skills and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) in their respective fields. The Independent Directors have also confirmed that they have registered their names in the Independent Directors'' databank with the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

II. Key Managerial Personnel

I n accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2024.

1. Dr. Ramesh Kancharla - Chairman and Managing Director;

2. Dr. Dinesh Kumar Chirla - Whole Time Director;

3. Mr. Sanjeev Sukumaran - Chief Operating Officer;

4. Mr. Vikas Maheshwari - Chief Financial Officer; and

5. Mr. Ashish Kapil - Company Secretary and Compliance Officer.

During the year under review, Mr. R Gowrisankar resigned from the post of Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. May 31, 2023.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed the following persons as Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 and SEBI Listing Regulations:

- Mr. Sanjeev Sukumaran was appointed as Chief Operating officer (Key Managerial Personnel) of the Company w.e.f April 15, 2023; and

- Mr. Vikas Maheshwari was appointed as Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f June 1, 2023.

16. BOARD’S EVALUATION

The Board of Directors has carried out an annual evaluation of (i) its own performance; (ii) Individual Directors Performance (Including Independent Directors) and (iii) Performance of all committees of the Board, pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations.

A structured questionnaire, after taking into consideration the inputs received from Nomination and Remuneration Committee, was prepared and circulated to all the Directors for taking their responses, these questionnaires covered various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. 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 excluding the Director being evaluated. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Company was evaluated in a separate meeting of Independent Directors after considering the views of executive Directors and non-executive Directors.

The feedback and results of the questionnaire were collated and consolidated report generated was shared with the Board for improvements. 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 Chairman is highly satisfactory.

17. REMUNERATION POLICY

In compliance with the provisions 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 (KMP), Senior Management and their remuneration.

The salient features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (Executive/ Non-Executive/ Independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/ Other Employees of the Company; and

iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve Executive Directors'' compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www.rainbowhospitals.in/ investor-relations/reports/policy/Nomination_and_ Remuneration_Policy.pdf

18. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met seven (7) times during the Financial Year 2023-24. The details of the meetings of the Board and Committees along with its composition and respective terms of reference thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

I. I n the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

II. the Directors 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 your Company as at March 31, 2024 and of the profit of the Company for the Financial Year ended March 31, 2024;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual accounts have been prepared on a ‘going concern'' basis;

V. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

VI. t he Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. AUDITORS AND AUDITORS’ REPORT

I. Statutory Auditors

The shareholders in the 25^th AGM, approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/ E300004), as the Statutory Auditors, for a period of five (5) years i.e., from the conclusion of the 25^th AGM held on June 29, 2023 till the conclusion of 30^th AGM of the Company.

M/s. S.R. Batliboi & Associates LLP, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013/ relevant statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Auditors'' Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remark, etc. Further the Auditors'' Report being self-explanatory does not call for any further comments from the Board of Directors.

II. 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, maintained and audited for the financial year 2023-24.

The Board of Directors on the basis of recommendations from Audit Committee has appointed M/s. Lavanya & Associates, Sole Proprietorship firm (Firm Reg. No: 101257), represented by K.V.N. Lavanya, Sole Proprietor (Membership No: 31069), as Cost Auditors of the Company for the Financial Year 2024-25 at a fee of '' 2,00,000/- (Rupees Two Lakhs Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing AGM.

The Cost Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Ravi & Subramanyam Company Secretaries (“Secretarial Auditors”) to conduct the Secretarial Audit of your Company for the Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure- 3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, etc.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

21. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://d2sn5i18drfi94.cloudfront. net/investor-relations/reports/Draft-Annual-Return-FY2023-24.pdf

22. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://www.rainbowhospitals.in/investor-relations/ reports/policy/Policy%2 0on%2 0dealing%2 0 with%20Related%20Party%20Transactions.pdf

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 basis.

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 Transactions, were entered during the year 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.

23. LOANS AND INVESTMENTS

Details of Loans, Guarantees given and Investments made by the Company during Financial Year 2023-24 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the SEBI Listing Regulations, are set out in Note No. 2.2 and in Note No. 2.10 to the Standalone Financial Statements of the Company.

24. RISK MANAGEMENT

Your Company has a Risk Management Committee which monitors and reviews the risk management plan/ process of your Company. The Company has adequate risk management procedures in place. The major risks are assessed through a systematic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks which includes the process for identification of elements of risk, if any, which may threaten the existence of

the Company. Further, there are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https:// www.rainbowhospitals.in/investor-relations/reports/ policy/Whistle_Blower_Policy.pdf

26. CORPORATE SOCIAL RESPONSIBILITY

The prime objective of our Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our Hospitals.

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which can be accessed at: https:// www.rainbowhospitals.in/investor-relations/reports/ policy/CSR_Policy.pdf

The annual report on corporate social responsibility activities containing composition of CSR & ESG Committee and disclosure as per Section 134 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 4 and forms part of this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives

details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report, as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective is provided in a separate section and forms an integral part of this Report.

29. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. BS and Co LLP, Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC”) as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the period under review, no complaint was received by the ICC.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 given below:

A. Energy Conservation:

The Company has continued its efforts to

reduce its energy consumption year on year.

Some of the key measures taken by the

Company are as below:

I. Energy conservation measures taken/ Utilizing alternate sources of energy:

• Internet of Things (IoT) based Building Management System (BMS) for efficient Heating, Ventilation & Air conditioning (HVAC) operations

• Installation of solar rooftops, solar power pack, solar water heaters and energy-saving heat pumps.

• Installation of automatic solar module cleaning sprinkler system for better efficiency

• Switching to LED light fixtures

• Installation of Motion sensors for auto switch off lighting system

• Memorandum of Understanding (MoU) for Open Access power supply for renewable energies at Chennai and Bengaluru

• Reducing virtual energy

consumption kVAh by repairing/ installing capacitors

• Efficient Chillers, DG sets, and Pumps have been installed for new projects

• Variable Frequency Drives (“VFD”) have been installed to conserve energy across hospitals

• Usage of Energy efficient equipment at all levels

II. Impact of Measures:

The energy conservation measures taken from time to time by your Company have resulted in considerable reduction of energy and thereby reducing the cost.

III. Capital Investment on Energy conservation Equipment:

During the year under review, the Company has spent about '' 59.83 Million as capital investments on various energy conservation initiatives like Solar Heating

System, Solar Hot Water System, LED Lights Fixtures, Motion Sensors, Variable Frequency Drives, Heat Pumps, Solar roof tops, Water Chilling Machines with VFD Starter, Installation & commissioning of BMS System etc.

B. Technology Absorption:

I. Technology Absorption, Adaptation & Innovation:

1) Efforts made towards technology absorption:

• Implementation of a QR based facility management application to digitalise the everyday functions of Engineering and Maintenance team with an overall objective of achieving quantitative and qualitative benefits.

• Variable Frequency Drives (VFDs) have been used in Chillers and critical Air Handling Unit.

• Installation of solar rooftops and eco-friendly STPs

• Registration of all new projects for Green Building accreditations.

• MoU for Open Access power supply for renewable energies in Chennai and Bengaluru.

• Upgradation of Hospital information system (HIS) -Arcus Air operates across 17 locations, equipped with the latest technology stack and advanced features and functionality

• Migration of all HIS servers to Amazon Web Services (AWS), providing a technical advantage compared to other cloud infrastructures

2) Benefits derived as a result of the above efforts:

The Company achieved Operational cost reduction, resource optimization, Energy sources sustainability, Carbon emission reductions and improving the life span of Assets etc.

3) In case of imported technology (imported during the last three years reckoned from the beginning of the FY 2023-24): None

4) Expenditure incurred on Research and Development:

No expenditure was incurred on Research and Development by the Company during the period under review.

C. Foreign exchange earnings and outgo

S. No.	Particulars	Amount ('' in Million)
1	Foreign Exchange Earnings	33.76
2	Foreign Exchange Outgo	54.61

32. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information and such controls are operating effectively.

During the Financial Year 2023-24, such controls were tested and no reportable material weakness in the design or operation was observed.

The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

33. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

34. NO DIFFERENCE IN VALUATION:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

35. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

36. COMPLIANCE OF SECRETARIAL STANDARDS

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).

37. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from

the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 25^th Annual Report on the business and operations of your Company along with the audited financial statements (Consolidated as well as standalone) for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The Financial performance of your Company for the financial year ended March 31, 2023 is summarized below:

(in H million)
	Year ended	Year ended	Year ended	Year ended
Particulars	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
	(Consolidated)	(Consolidated)	(Standalone)	(Standalone)
Total Income	12,044.39	9,926.95	11,452.19	9,454.14
Total Expenses	9,226.60	8,053.49	8,677.55	7,556.70
Profit/ (Loss) before Tax (PBT)	2,817.79	1,873.46	2,728.34	1,897.44
Profit/ (Loss) after Tax (PAT)	2,123.77	1,386.73	2,058.93	1,422.91

1. STATEMENT OF COMPANY’S AFFAIRS

The Company delivered robust operational and financial performance during the current financial year, led by high patient footfalls and profitability across hospitals in every geography. Strong momentum was witnessed for all key operating metrics like occupancy, outpatient, inpatient and delivery volumes across hospitals.

2. FINANCIAL PERFORMANCE

I. Consolidated Performance

During the year under review, the consolidated income of the Company increased to H 12,044.39 million compared to H 9,926.95 million in the previous year, registering a growth of 21.33%. The consolidated net profit after tax increased to H 2,123.77 million compared to H 1,386.73 million in the previous year, representing a growth of 53.15%.

II. Standalone Performance

During the year under review, the standalone income of the Company increased to H 11,452.19 million compared to H 9,454.14 million in the previous year, registering a growth of 21.13%. The standalone net profit after tax increased to H 2,058.93 million compared to H 1,422.91 million in the previous year, representing a growth of 44.70%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘‘the Act”), Indian Accounting

Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing

Regulations”). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

4. DIVIDEND

During the Financial Year, your Company declared and paid dividend as under:

Date of Declaration	Dividend Type	Dividend Per Share
September 15, 2022	Final Dividend	H 2/-

Your Directors are pleased to recommend dividend of H 3/- per Equity Share of face value of H10/- each as Final Dividend for the Financial Year 2022-23, for approval by the shareholders at the ensuing Annual General Meeting (“AGM”) of the Company.

The Dividend Distribution Policy of the Company is also available at the website of the Company at: https:// www.rainbowhospitals.in/investor-relations/reports/ Dividend_Distribution_Policy.pdf.

5. TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company.

6. INITIAL PUBLIC OFFER

During the year under review, the Company successfully completed its Initial Public Offering (“IPO”)

in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein 51,67,679 Equity Shares were issued through a fresh issue and 2,40,00,900 Equity Shares were allotted through offer for sale. The IPO comprised of a fresh issue of H2,800 million and an offer for the sale of H13,008.49 million by the selling shareholders.

The public issue was opened on April 27, 2022 and closed on April 29, 2022 at an offer price of H542*/- per Equity Share (including a share premium of H532/- per Equity Share). The Company''s IPO received an overwhelming response and was oversubscribed by 12.43 times, reflecting a huge investor appetite for the issue. The Equity Shares were allotted on May 6, 2022 at an offer price of H542*/- per Equity Share to the respective applicants under various categories. The Equity Shares of the Company were listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) (collectively referred to as “Stock Exchanges”) on May 10, 2022.

*A discount of H20 per Equity Share was offered to the Eligible Employees bidding in the Employee Reservation Portion.

During the Financial Year 2022-23, the Company has utilised the IPO proceeds in accordance with objects of the offer as mentioned below:

(in H million)
S. No.	Particulars	Amount Allocated	Funds Utilized	Reasons for delay in utilisation of IPO Proceeds
1	Early redemption of NonConvertible Debentures (NCDs) issued by our Company to CDC Emerging Markets Limited (“CDCEML”), one of our Group Companies, in full.	400.00	400.00	NA
2	Capital expenditure towards setting up of new hospitals and purchase of medical equipment for such new hospitals.	1,700.00	327.29	Delay in execution of one of the project has resulted in less spend of IPO money raised against the target provided in the prospectus of H 1,065 million.
3	General corporate purposes	561.40	Nil	As the Company is utilising the funds generated from operations, the said proceeds were not utilised.
Total		2,661.40	727.29

There was no deviation or variation in the utilization of proceeds of IPO from the objects of Offer stated in the Prospectus dated May 2, 2022. Further, the detailed Monitoring Agency Report for such utilization of IPO proceeds received by the Company from its Monitoring Agency i.e., HDFC Bank, on quarterly basis affirming no deviation or variation in utilisation of the issue proceeds from the objects stated in prospectus dated May 2, 2022 was submitted to Stock Exchanges in compliance with the aforesaid regulations.

7. LAND ACQUISITION

Subsequent to the year under review, the Board of Directors have approved the purchase of two parcels of land admeasuring 9,391 Sq Mtr (~ 2.32 acres) and 4,987.10 Sq Mtr (~ 1.23 acres), situated in Sector 44 and Sector 56 respectively, Gurugram, Haryana (“Land Parcels”), being offered to the Company for allotment on freehold basis for setting up two hospitals, by Haryana Shehri Vikas Pradhikaran (“HSVP”). As on the date of this Board''s Report, the Company awaits for the allotment letter to be received from HSVP.

The proposed expansion will strengthen the company''s existing footprint in the National Capital Region by setting up two hospitals with capacity of ~400 beds in Gurugram enabling it to cater to the growing healthcare needs of the residents of Gurugram and neighborhood. The addition of these two hospitals will provide increased access to specialized pediatric and perinatal care services in the geography.

8. CHANGES IN SHARE CAPITAL

I. Changes in Authorized Share Capital

Pursuant to the Shareholders Resolution dated September 15, 2022 the Authorized Share

Capital of your Company was changed from H 1,50,00,00,000/- divided into (a) 13,90,55,616 Equity Shares of H 10/- each (b) 11,46,771 - Series A 0.0001% Compulsorily Convertible Preference Shares of H 48/- each, and (c) 11,33,309 Series B 0.0001% Compulsorily Convertible Preference Shares of H 48/- each to H 1,50,00,00,000/-divided into 15,00,00,000 Equity Shares of H 10/-each by way of cancellation of unissued authorized preference share capital.

II. Changes in Paid-up Share Capital

During the year under review, the paid-up share

capital was changed in the following manner:

a) Allotment of 22,80,080 Equity Shares on April 4, 2022 on account of conversion of (i) 11,46,771 0.0001% Series A Compulsorily Convertible Preference Shares of face value of H 48/- each into 11,46,771 Equity Shares of H 10/- each and (ii) 11,33,309 0.0001% Series B Compulsorily Convertible Preference Shares of face value of H 48/- each into 11,33,309 Equity Shares of H 10/- each, at a conversion ratio of 1:1 as per the terms of the Restated Shareholder''s Agreement dated March 29, 2016 as amended thereafter, ranking pari passu with the existing Equity Shares.

b) Allotment of 51,67,679 Equity Shares of H 10/-under the IPO on May 6, 2022;

As a result of above, the paid-up share capital of the Company increased from H 1,04,99,83,120/- divided into (a) 94,053,928 Equity Shares of H 10/- each (b) 11,46,771 -Series A 0.0001% Compulsorily Convertible Preference Shares of H 48/- each, and (c) 11,33,309 Series B 0.0001% Compulsorily Convertible Preference Shares of H 48/- each to H 1,01,50,16,870 divided into 10,15,01,687 Equity Shares of H 10/- Each.

9. REDEMPTION OF NON-CONVERTIBLE DEBENTURES (NCDs)

During the year under review, on June 9, 2022, your Company has redeemed NCDs of H 400 million issued to CDC Emerging Markets Limited, in full from the proceeds of IPO.

10. EMPLOYEES STOCK OPTION PLAN /SCHEME

During the year under review, there has been no change in the Rainbow Employee Stock Option Scheme 2021 (“ESOP Scheme 2021 or Scheme”) as the scheme has not been implemented till yet.

Subsequent to the year under review, the Members of the Company had approved the “Rainbow Children''s Medicare Limited - Employees Stock Unit Plan 2023” (“Stock Unit Plan 2023”/ “Plan”) by passing the special resolution through Postal Ballot on May 6, 2023 for issue of stock units to eligible employees, which may result in an issuance of a maximum number of 4,00,000 Equity Shares i.e., 4,00,000 Stock Units. The Stock Unit Plan 2023 is administered by the Nomination and Remuneration Committee.

Disclosure as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to the ESOP Scheme 2021 and Stock Unit Plan 2023 is not applicable for the Financial year 2022-23.

11. SUBSIDIARIES

A report on the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the company for the financial year ended March 31, 2023 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure- 1 and forms an integral part of this Annual Report.

The annual financial statements of the subsidiaries shall also be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The annual Financial Statements of the subsidiaries are available under investors section on the website of the Company at https://www.rainbowhospitals.in/investors-relations/ subsidiary-financials

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at: https://www. rainbowhospitals.in/investorrelations/reports/policy/ Policy%20for%20determining%20Material%20 Subsidiary.pdf

During the year under review, no Company has become or ceased to a subsidiary, joint venture or associate of the Company.

12. 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 as on the date of the report.

13. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit as prescribed under Chapter V of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 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 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at companysecretary@ rainbowhospitals.in.

15. AUDIT COMMITTEE

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board of Directors.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Directors

Retirement by rotation and subsequent re-appointment

Dr. Dinesh Kumar Chirla (DIN: 01395841), Wholetime Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at this AGM.

A brief profile of Dr. Dinesh Kumar Chirla and other related information is detailed in the Notice convening the 25^th AGM of your Company.

Re-appointment of Independent Director

The Board of Directors in their meeting held on May 14, 2023, basis on the recommendation of the Nomination and Remuneration Committee and performance evaluation, approved the re-appointment of Dr. Anil Dhawan as an Independent Director for a second term of 5(five) consecutive years commencing from August 30, 2023 to August 29, 2028, subject to approval of the shareholders at the 25^th Annual General Meeting.

Appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the 25^th AGM.

A brief profile of Dr. Anil Dhawan and other related information is detailed in the Notice convening the 25^th AGM of your Company.

During the year under review, there is no change in the composition of Board of Directors of your Company.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI Listing Regulations and are independent from Management. The Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) in their respective fields. The Independent Directors have also confirmed that they have registered their names in the Independent Directors'' databank with the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

II. Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2023.

1. Dr. Ramesh Kancharla - Chairman and Managing Director;

2. Dr. Dinesh Kumar Chirla - Whole Time Director;

3. Mr. R Gowrisankar - Chief Financial Officer; and

4. Mr. Ashish Kapil - Company Secretary and Compliance Officer.

During the year under review, there is no change in the key managerial personnel of your Company.

Subsequent to the year under review, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at their meeting

held on April 15, 2023 appointed Mr. Sanjeev Sukumaran as Group Chief Operating Officer (Key Managerial Personnel) of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI Listing Regulations.

17. BOARD’S EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. 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 excluding the Director being evaluated. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Company was evaluated in a separate meeting of Independent Directors taking into account the views of executive Directors and non-executive Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements of its effectiveness. 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 Chairman is satisfactory.

18. REMUNERATION POLICY

In compliance with the provisions 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 salient features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors'' compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

During the year under review, there has been no change to the Policy.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www.rainbowhospitals.in/

investor-relations/reports/policy/Nomination_ and_Remuneration_Policy.pdf

19. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met Nine (9) times during the Financial Year 2022-23. The details of the meetings of the Board and Committees along with its composition and respective terms of reference thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

I. In the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

II. the Directors 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 your Company as at March 31, 2023 and of the profit of the Company for the Financial Year ended March 31, 2023;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual accounts have been prepared on a ‘going concern'' basis;

V. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

VI. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. AUDITORS AND AUDITORS’ REPORT

I. Statutory Auditors

The shareholders in the 20^th AGM, approved the appointment of M/s. B S R & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/W-100024), as the Statutory Auditors, for a period of five (5) years i.e. from the conclusion of the 20^th AGM held on July 19, 2018 till the conclusion of 25^th AGM of the Company.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Auditors'' Report for the Financial Year ended March 31, 2023, does not contain any qualification, reservation or adverse remark. Further the Auditors'' Report being self-explanatory does not call for any further comments from the Board of Directors.

As the maximum “Statutory Tenure” of M/s. BSR & Associates LLP, Chartered Accountants, (Existing Statutory Auditors) to continue as auditors of the Company is about to end at the conclusion of forthcoming 25^th Annual General Meeting (AGM), the Board of Director of the Company on the recommendation of Audit Committee, subject to approval of Shareholders of the Company, in their meeting held on May 14, 2023, appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/ E300004), as Statutory Auditors for a period of 5 (five) consecutive years commencing from the conclusion of the 25^th Annual General Meeting till the conclusion of the 30^th Annual General Meeting. The Board of Directors recommends the proposed appointment for the approval of Shareholders.

M/s. S.R. Batliboi & Associates LLP, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their appointment is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013/ relevant statute.

II. 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.

The Board of Directors on the basis of recommendations from Audit Committee has appointed M/s. Lavanya & Associates, Sole Proprietorship firm (Firm Reg. No: 101257), represented by K.V.N. Lavanya, Sole Proprietor (Membership No: 31069), as Cost Auditors of the Company for the Financial Year 2023-24 at a fee of H 2,00,000/- (Rupees Two Lakhs Only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing AGM.

The Cost Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Ravi & Subramanyam Company Secretaries (“Secretarial Auditors”) to conduct the Secretarial Audit of your Company for the Financial Year 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith as Annexure- 3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

22. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://www.rainbowhospitals.in/investor-relations/ reports/Draft-Annual-Return-FY-2022-23.pdf

23. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://www.rainbowhospitals.in/investor-relations/ reports/policy/Policy%20on%20dealing%20with%20 Related%20Party%20Transactions.pdf

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, was entered during the year 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.

24. LOANS AND INVESTMENTS

Details of Loans, Guarantees given and Investments made by the Company during Financial Year 2022-23 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the SEBI Listing Regulations, are set out in Note No. 2.2 and in Note No. 2.10 to the Standalone Financial Statements of the Company.

25. RISK MANAGEMENT

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The Company has adequate risk management procedures in place. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

26. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided.

The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www. rainbowhospitals.in/investor-relations/reports/policy/ Whistle_Blower_Policy.pdf

27. CORPORATE SOCIAL RESPONSIBILITY

The prime objective of our Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our Hospitals.

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which can be accessed at: https://www. rainbowhospitals.in/investor-relations/reports/policy/ CSR_Policy.pdf

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 4 and forms part of this report.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

29. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report, as required under the SEBI Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective is provided in a separate section and forms an integral part of this Report.

30. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. BS & Company Company Secretaries LLP, confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC’ ) as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the period under review, no complaint was received by the ICC.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 given below:

A. Energy Conservation:

The Company has continued its efforts to reduce its energy consumption year on year.

Some of the key measures taken by the Company are as below:

I. Energy conservation measures taken/

Utilizing alternate sources of energy:

• Building Management System (BMS) for efficient HVAC operations

• Usage of Energy efficient equipment at all levels.

• Upgrade/replacement of equipment like ACs, Lighting system etc

• Switching off ACs at unutilized areas and fixing AC temperatures at 23 degrees for nonclinical Areas;

• Insulations to AC units and supply line to avoid AC wastages

• Switching to LED light fixtures.

• Evaporative pre-cooling of air around the outdoor units.

• Solar Power pack installation initiative.

• Reduction in specific consumption for compressor by regular maintenance

• Reducing virtual energy consumption kVAh by repairing/installing capacitors.

• The outdoor units are serviced once in 15 days to keep them clean & maintain the heat exchange surfaces effective

• Efficient Chillers, DG sets, and Pumps have been installed for New Projects

• Variable Frequency Drives (“VFD”) have been installed to conserve energy across Hospitals

• Installation of Motion sensors for auto switch off lighting system

• Installation of solar rooftops, solar water heaters and energy-saving heat pumps.

II. Impact of Measures:

The energy conservation measures taken from time to time by your Company have resulted in considerable reduction of energy and thereby reducing the cost.

III. Capital Investment on Energy conservation Equipment:

During the year under review, the Company has spent about H 19.78 Million as capital investment on various energy conservation initiatives like Solar Heating System, LED Lights Fixtures, Motion Sensors, Variable Frequency Drives, Heat Pumps and Solar roof tops.

B. Technology Absorption:

I. Technology Absorption, Adaptation & Innovation:

1) Efforts made towards technology absorption:

• Implementation of QR based facility management application to Digitalize the everyday functions of Engineering and Maintenance team with an overall objective to bring quantitative and qualitative benefits.

• Variable Frequency Drives (VFDs) have been used in Chillers and critical AHUs.

• Recirculation of treated water to reduce water wastage

• Solar rooftops and Eco-Friendly STPs

• Aerators to reduce water wastage

• Registration of all new projects for Green Building accreditations.

• Implementation of salesforce as the Customer Relationship Management (CRM) application

• Implementation of Palo Alto as the firewall system

2) Benefits derived as a result of the above efforts:

The Company achieved Operational cost reduction, resource optimization, Energy sources sustainability, Carbon emission reductions and improving the life span of Assets etc.

3) In case of imported technology (imported during the last three years reckoned from the beginning of the FY 2022-23): None

4) Expenditure incurred on Research and Development:

No expenditure was incurred on Research and Development by the Company during the period under review.

C. Foreign exchange earnings and outgo

S. No.	Particulars	Amount (In J Million)
1	Foreign Exchange Earnings	1.87
2	Foreign Exchange Outgo	55.28

33. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information and such controls are operating effectively.

During Financial Year 2022-23, such controls were tested and no reportable material weakness in the design or operation was observed.

The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

34. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

35. NO DIFFERENCE IN VALUATION:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.

For and on behalf of Board of Directors

Dr. Ramesh Kancharla Chairman and Managing Director DIN: 00212270

Place: Hyderabad Date: May 14, 2023

36. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

37. COMPLIANCE OF SECRETARIAL STANDARDS

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).

38. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the

---

Mar 31, 2022

Your Directors have pleasure in presenting the 24^th Annual Report on the business and operations of your Company along with the audited financial statements (Consolidated as well as Standalone) for the financial year ended March 31,2022.

FINANCIAL RESULTS

The Financial performance of your Company for the financial year ended March 31,2022 is summarized below:

(in '' million)
	Year ended	Year ended	Year ended	Year ended
Particulars	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
	(Consolidated)	(Consolidated)	(Standalone)	(Standalone)
Total Income	9,926.95	6,603.10	9,454.14	6,264.02
Total Expenses	8,053.49	6,046.14	7556.70	5,605.09
Profit/(Loss) before Tax (PBT)	1,873.46	556.96	1,89744	658.93
Profit/(Loss) after Tax (PAT)	1,386.73	395.68	1,422.91	494.14

1. FINANCIAL PERFORMANCE

I. Consolidated Performance

During the year under review, the consolidated income of the Company increased to '' 9,926.95 million compared to '' 6,603.10 million in the previous year, registering growth of 50%. Net profit after tax increased to '' 1,386.73 million from '' 395.68 million representing a growth of 250%.

II. Standalone Performance

During the year under review, the standalone income of the Company increased to '' 9,454.14 million compared to '' 6,264.02 million in the previous year, registering growth of 51%. The standalone Net profit after tax for the year increased by 188% to '' 1,422.91 million compared to '' 494.14 million in the previous year.

2. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2021-22, are prepared in compliance with applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

3. DIVIDEND

During the Financial Year, your Company declared and paid dividend as under:

Date of Declaration	Dividend Type	Dividend Per Equity Share and Preference Share
August 11,2021	Final Dividend	? 2/-*

* Additionally a Preferential dividend of '' 55.05/- and '' 54.40/- was paid to 0.0001% Series A Compulsorily Convertible Preference Share ("Series A CCPS") and 0.0001%Series B Compulsorily Convertible Preference Share ("Series B CCPS") holders respectively.

Your Directors are pleased to recommend dividend of '' 2/- per Equity Share of face value of '' 10/- each as Final Dividend for the Financial Year 2021-22, for approval by the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

The Dividend Distribution Policy of the Company is available at the website of the Company at:

https://www.rainbowhospitals.in/investor-relations/reports/Dividend Distribution Policy.pdf.

4. TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company.

5. CONVERSION INTO A PUBLIC LIMITED COMPANY

Your Board of Directors in their meeting held on October 22, 2021 approved the conversion of the Company into a Public Limited Company. Further the shareholders of the Company approved the proposal for such conversion in their Extra-Ordinary General Meeting held on November 3, 2021.

The Registrar of Companies Hyderabad at Telangana ("RoC"), approved the conversion and issued a new Certificate of Incorporation dated November 20, 2021 to this effect.

Your Company, therefore, became a Public Limited Company with effect from November 20, 2021.

6. INITIAL PUBLIC OFFER

Subsequent to the year under review, the Company has successfully completed its Initial Public Offering ("IPO") in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein 51,67,679 Equity Shares were issued through a fresh issue and 24,000,900 Equity Shares through offer for sale. The IPO comprised of a fresh issue of '' 2,800 million and an offer for sale of '' 13,008.49 million by the selling shareholders.

The public issue was opened on April 27 2022 and closed on April 29, 2022 at an offer price of '' 542*/-per Equity Share (including a share premium of '' 532/- per Equity Share). The Company''s IPO received an overwhelming response and was oversubscribed by 12.43 times, reflecting a huge investor appetite for the issue. The Equity Shares were allotted on May 6, 2022 at an offer price of '' 542*/- per Equity Share to the respective applicants under various categories. The Equity Shares of the Company were listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as "Stock Exchanges") on May 10, 2022.

*A discount of '' 20 per Equity Share was offered to the Eligible Employees bidding in the Employee Reservation Portion.

In accordance with objects of the offer, the Company has utilised '' 400 million from the IPO proceeds for early redemption of Non-Convertible Debentures, in full.

7. CHANGES IN SHARE CAPITALI. Increase in Authorized Share Capital

Pursuant to the Shareholders Resolution dated October 20, 2021 the Authorized Share Capital of our Company was increased from '' 70,00,00,000 divided into (a) 5,90,55,616 Equity Shares of '' 10/-each, (b) 11,46,771 - Series A 0.0001% Compulsorily

Convertible Preference Shares ("Series A CCPS") of '' 48/- each and (c) 11,33,309 Series B 0.0001% Compulsorily Convertible Preference Shares ("Series B CCPS") of '' 48/- each to '' 150,00,00,000 divided into (a) 13,90,55,616 Equity Shares of '' 10/-each (b) 11,46,771 - Series A 0.0001% Compulsorily Convertible Preference Shares ("Series A CCPS") of '' 48/- each and (c) 11,33,309 Series B 0.0001% Compulsorily Convertible Preference Shares ("Series B CCPS") of '' 48/- each.

II. Increase in Paid-up Share Capital

During the year under review, the paid-up share capital was increased in the following manner

a) Allotment of 19,28,000 Equity Shares of '' 10/- each through the Rights Issue on October 22, 2021;

b) Allotment of 4,81,67,004 Equity Shares of '' 10/- each through Bonus Issue in the ratio of one new Equity Share for every one Equity Share and every one Preference Share held, on December 1,2021.

Subsequent to the year under review:

c) Allotment of 22,80,080 Equity Shares on April 4, 2022 on account of conversion of (i) 11,46,771 0.0001% Series A Compulsorily Convertible Preference Shares of face value of '' 48/- each into 11,46,771 Equity Shares of '' 10/- each and (ii) 11,33,309 0.0001% Series B Compulsorily Convertible Preference Shares of face value of '' 48/- each into 11,33,309 Equity Shares of '' 10/- each, at a conversion ratio of 1:1 as per the terms of the Restated Shareholder''s Agreement dated March 29, 2016 and as amended thereafter, ranking pari passu with the existing Equity Shares.

d) Allotment of 51,67,679 Equity Shares of '' 10/- under the IPO on May 6, 2022;

As a result of above, the paid-up share capital of the Company increased from '' 54,90,33,080 divided into (a) 4,39,58,924 Equity Shares of '' 10/- each. (b) 11,46,771 - Series A 0.0001% Compulsorily Convertible Preference Shares ("Series A CCPS") of '' 48/- each, and (c) 11,33,309 Series B 0.0001% Compulsorily Convertible Preference Shares ("Series B CCPS") of '' 48/- each to '' 101,50,16,870 divided into 10,15,01,687 Equity Shares of '' 10/- Each.

8. REDEMPTION OF NON-CONVERTIBLE DEBENTURES (NCDs)

Subsequent to the year under review, on June 9, 2022, your Company has redeemed NCDs of '' 400 million issued to CDC Emerging Markets Limited, in full.

9. EMPLOYEES STOCK OPTION PLAN /SCHEME

The Members at their meeting held on November 30, 2021 approved the Rainbow Employee Stock Option Scheme 2021 ("ESOP Scheme") for issue of employee stock options to eligible employees, which may result in an issuance of a maximum number of 20,49,660 Equity Shares. The ESOP Scheme is administered by the Nomination and Remuneration Committee. As on the date of this Board''s Report, the Company has not granted any options under ESOP Scheme.

Applicable disclosure as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to the ESOP Scheme is available on the Company''s website at https://www.rainbowhospitals. in/investor-relations/reports/Information%20as%20 per%20SEBI%20(SBEB)%20Reaulations-%20FY%20 22.pdf

10. SUBSIDIARIES

A report on the performance and financial position of each of the subsidiaries for the financial year ended March 31, 2022 in prescribed form AOC -1 as per the Companies Act, 2013 is set out in Annexure- 1 and forms an integral part of this Annual Report.

The annual financial statements of the subsidiaries shall also be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The annual Financial Statements of the subsidiaries are available under investors section on the website of the Company at https://www. rainbowhospitals.in/investor-relations/#

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at: https://www. rainbowhospitals.in/investor-relations/reports/policy/ Policv%20for%20determining%20Material%20 Subsidiary.pdf

During the year under review, no Company has become or ceased to be a subsidiary, joint venture or associate of the Company.

11. 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 31,2022 and as on the date of report.

12. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details

as required under Section 197(12) of the Companies Act,

2013 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 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at companvsecretarv@rainbowhospitals.

in.

14. AUDIT COMMITTEE

The composition of Audit Committee has been detailed in the Corporate Governance Report, forming part of this Annual Report.

All recommendations made by the Audit Committee have been accepted by the Board of Directors.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Directors

Dr. Ramesh Kancharla (DIN: 00212270), Chairman & Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM.

A brief profile of Dr. Kancharla and other related information is detailed in the Notice convening the 24^th AGM of your Company.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

During the year under review, the Members of the Company, at their Annual General Meeting held on August 11, 2021 approved Re-appointment(s) of Dr. Ramesh Kancharla (DIN: 00212270), as Chairman & Managing Director and Dr. Dinesh Kumar Chirla (DIN: 01395841) as a Whole-time Director for a term of 5 (five) consecutive years w.e.f. August 11, 2021.

Further, the Members of the Company, at their Extra Ordinary General Meeting held on October 20, 2021 approved appointment of Ms. Sundari R. Pisupati (DIN:01908852) as an Independent Director on the Board of the Company for a term of Five (5) consecutive years commencing from September 16, 2021, not liable to retire by rotation.

The Members of the Company, at their Extra Ordinary General Meeting held on November 3, 2021 also approved appointment of Mr. Santanu Mukherjee (DIN: 07716452) as an Independent Director on the Board of the Company for a term of Five (5) consecutive years commencing from October 22, 2021, not liable to retire by rotation.

During the year under review, Mr. Yugandhar Meka (DIN: 00012265) resigned as Independent Director of the Company w.e.f. September 16, 2021. Further, Mr. Ashish Ahluwalia (DIN: 03514036) and Mr. Nagarajan Srinivasan (DIN: 01480303) resigned as Nominee Director(s) w.e.f. December 9, 2021 consequent to withdrawal of their nomination by M/s British International Investment plc (formerly known as CDC Group plc).

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent from Management. The Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have registered their names in the Independent Directors'' databank with the Indian Institute of Corporate Affairs

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

II. Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31,2022.

1. Dr. Ramesh Kancharla - Chairman and Managing Director;

2. Dr. Dinesh Kumar Chirla - Whole Time Director;

3. Mr. R Gowrisankar - Chief Financial Officer; and

4. Mr. Ashish Kapil - Company Secretary and Compliance Officer.

During the year under review, Ms. Pratusha Channamalla was appointed as Company Secretary (Key Managerial Personnel) of the Company w.e.f. September 1, 2021. Thereafter, Ms. Channamalla resigned from the post of Company Secretary (Key Managerial Personnel) of the Company w.e.f. October 22, 2021.

Further, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at their meeting held on October 22, 2021 appointed Mr. Ashish Kapil as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. BOARD''S EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. 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 Non-Independent Directors, Board as a whole and the Chairman of the Board was evaluated in a separate meeting of Independent Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements of its effectiveness 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 Chairman is satisfactory.

17. REMUNERATION POLICY

In compliance with the provisions 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 set out as Annexure- 3 and forms an integral part of this Annual Report and can also be accessed at the website of the Company at the following web link: https://www. rainbowhospitals.in/investor-relations/reports/policy/ Nomination and Remuneration Policy.pdf

18. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met Nine (9) times during the Financial Year 2021-22. The details of the meetings of the Board and Committees thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

I. In the preparation of the annual accounts for the Financial Year ended March 31,2022, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

II. the Directors 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 your Company as at March 31, 2022 and of the profit of the Company for the Financial Year ended March 31,2022;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV the annual accounts have been prepared on a ''going concern'' basis;

V proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

VI. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. AUDITORS AND AUDITORS'' REPORT I. Statutory Auditors

The shareholders in the 20^th AGM, approved the appointment of M/s. B S R & Associates LLP Chartered Accountants (Firm Registration No. 116231W/W-100024), as the Statutory Auditors, for

a period of five (5) years i.e. from the conclusion of the 20^th AGM held on July 19, 2018 till the conclusion of 25^th AGM of the Company.

The Statutory Auditors M/s. B S R & Associates LLP, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of Companies Act, 2013 / relevant statute.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Auditors'' Report for the Financial Year ended March 31, 2022, does not contain any qualification, reservation or adverse remark.

Further the Auditors'' Report being self-explanatory does not call for any further comments from the Board of Directors.

II. 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 2021-22.

The Board of Directors on the basis of recommendations from Audit Committee has appointed M/s Lavanya & Associates, Sole Proprietorship Firm (Firm Reg. No: 101257), represented by K.VN. Lavanya, Sole Proprietor (Membership No: 31069), as cost auditors of the Company for the Financial Year 2022-23 at a fee of '' 1,50,000/- (Rupees One Lakh and Fifty Thousand only) plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing AGM.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. BS & Company Company Secretaries LLP ("Secretarial Auditors") to conduct the Secretarial Audit of your Company for the Financial Year 202122.

The Secretarial Audit Report for the Financial Year ended March 31, 2022 is annexed herewith as Annexure-4 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://rainbowhospitals.in/investor-relations/reports/ Draft%20Annual%20Return%20FY%202021-22.pdf

22. RELATED PARTY TRANSACTIONS

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2021-22 and hence does not form part of this report.

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://www. rainbowhospitals.in/investor-relations/reports/policy/ Policv%20on%20dealina%20with%20Related%20 Party%20Transactions.pdf

23. LOANS AND INVESTMENTS

Details of Loans, Guarantees given and Investments made by the Company during Financial Year 2021-22 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the SEBI Listing Regulations, details of Investments are set out in Note No. 2.2 and details of Loans are set out in Note 2.10 to the Standalone Financial Statements of the Company.

24. RISK MANAGEMENT

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The Company has adequate risk management procedures in place. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.rainbowhospitals.in/investor-relations/reports/policy/Whistle Blower Policy.pdf

26. CORPORATE SOCIAL RESPONSIBILITY

The prime objective of our Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our Hospitals.

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which can be accessed at: https://www. rainbowhospitals.in/investor-relations/reports/policy/ CSR Policy.pdf

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 5 and forms part of this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

28. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report, as stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective is provided in a separate section and forms an integral part of this report.

29. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. BS & Company Company Secretaries LLP, Secretarial Auditors confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee (“ICC") as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the period under review, one complaint was received by the ICC and the same was resolved.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

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 given below:

A. Energy Conservation:

The Company has continued its efforts to reduce its energy consumption year on year.

Some of the key measures taken by the Company are as below:

I. Energy conservation measures taken/ Utilizing alternate sources of energy

• Switching to LED light fixtures.

• Upgrade/replacement of equipment.

• Solar Power Generation Capacity has been enhanced;

• AC temperatures fixed at 23 degrees for nonclinical Areas;

• Usage of Energy efficient equipment at all levels;

• Optimal utilization of solar energy for light and Water heating (installed solar Energy on the rooftop of 6 of our units);

• Efficient Chillers, DG sets, and Pumps have been installed for New Projects;

• Buil di ng Management System (B MS) in place for efficient HVAC operations;

• Variable Frequency Drives (“VFD") have been installed to conserve energy across Hospitals;

II. Impact of Measures:

The energy conservation measures taken from time to time by your Company have resulted in considerable reduction of energy and thereby reducing the cost.

III. Capital Investment on Energy conservation Equipment:

During the year under review, the Company has spent about '' 5.13 Million as capital investment on various energy conservation initiatives like Solar Heating System, LED Lights Fixtures, Motion Sensors, Variable Frequency Drives and Heat Pumps.

B. Technology Absorption:

i. Technology Absorption, Adaptation & Innovation:

1) Efforts made towards technology absorption:

• Implementation of QR based facility management application to digitalise the everyday functions of Engineering and Maintenance team with an overall objective to bring quantitative and qualitative benefits.

• Variable Frequency Drives (VFDs) have been used in Chillers and critical AHUs.

• Rain Water Harvesting Pits have been provided to conserve rainwater and improve the water table.

• Recirculation of treated water to reduce water wastage

• Solar rooftops and Eco-Friendly STPs

• Aerators to reduce water wastage

• Registration of all new projects for Green Building accreditations.

2) Benefits derived as a result of the above efforts

The Company achieved Operational cost reduction, resource optimization, Energy sources sustainability, Carbon emission reductions and improving the life span of Assets etc.

3) Imported technology (imported during the last three years reckoned from the beginning of the FY 2021-22): None

4) Expenditure incurred on Research and Development:

No expenditure was incurred on Research and Development during the period under review.

C. Foreign exchange earnings and outgo

S.	Particulars	Amount
No.		(In '' Million)
1	Foreign Exchange Earnings	3.36
2	Foreign Exchange Outgo	16.74

32. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

During Financial Year 2021-22, such controls were tested and no reportable material weakness in the design or operation was observed.

The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

33. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable;

34. NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

35. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

36. COMPLIANCE OF SECRETARIAL STANDARDS

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).

37. ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.