Notes to Accounts of Rainbow Childrens Medicare Ltd.

Mar 31, 2025

m. Provisions

A provision is recognised if, as a result of a past event,
the Company has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be
required to settle the obligation. When the Company
expects some or all of a provision to be reimbursed,
the expense relating to a provision is presented in
statement of profit and loss, net of any reimbursement.

I f the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to
the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised
as a finance cost.

n. Contingent liabilities and contingent assets

A contingent liability exists when there is a possible
but not probable obligation, or a present obligation
that may, but probably will not, require an outflow
of resources, or a present obligation whose amount
cannot be estimated reliably. Contingent liabilities do
not warrant provisions but are disclosed unless the
possibility of outflow of resources is remote.

Contingent assets are neither recognised nor
disclosed in the Standalone Financial Statements.
However, contingent assets are assessed continually

and if it is virtually certain that an inflow of economic
benefits will arise, the asset and related income are
recognised in the period in which the change occurs.

o. Statement of cash flows

Cash flows are reported using the indirect method,
whereby net profit/ (loss) before tax is adjusted for the
effects of transactions of a non-cash nature and any
deferrals or accruals of past or future cash receipts or
payments and item of income or expenses associated
with investing or financing cash flows. The cash flows
from regular revenue generating (operating activities),
investing activities and financing activities of the
Company are segregated.

p. Cash and cash equivalents

For the purpose of presentation in the statement
of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with banks, other
short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which
are subject to an insignificant risk of changes in
value. Where bank overdrafts/ cash credits which
are repayable on demand form an integral part
of an entity''s cash management, bank overdrafts
are included as a component of cash and cash
equivalents. Bank overdrafts are shown within short
term-borrowings in the balance sheet.

q. Events after reporting date

Where events occurring after the balance sheet
date provide evidence of conditions that existed at
the end of the reporting period, the impact of such
events is adjusted within the financial statements.
Otherwise, events after the balance sheet date of
material size or nature are only disclosed.

r. Share capital

Equity shares incremental costs directly attributable to
the issue of equity shares are recognised as a deduction
from equity. Income tax relating to transaction costs of
an equity transaction is accounted for in accordance
with Ind AS 12.

s. Share issue expenses

Share issue expenses are adjusted against the
securities premium account as permissible under
Section 52 of the Companies Act, 2013, to the extent
any balance is available for utilisation in the securities
premium account.Any refund of share issue expenses
will be adjusted against securities premium.

t. Segment reporting

As defined in Ind AS 108, Operating Segments,
the Chief Operating Decision Maker i.e. Board of
Directors of the Company evaluates the Company''s
performance and allocates resources based on an
analysis of various performance indicators by business
segment. Medical and Healthcare services has been
considered as the only reportable segment. Hence, no
separate final disclosure have been provided for the
segment reporting.

u. Climate - related matters

The Company considers climate-related matters
in estimates and assumptions, where appropriate.
This assessment includes a wide range of possible
impacts on the Company due to both physical and
transition risks. Even though climate-related risks
might not currently have a significant impact on
measurement, the Company is closely monitoring
relevant changes and developments.

Trade receivables are unsecured and are derived from revenue earned from providing medical, healthcare and other
ancillary services. No interest is charged on the outstanding balance, regardless of the age of the balance. The Company
applies Expected Credit Loss (ECL) model under simplified approach for measurement and recognition of impairment
loss towards expected risk of delays and default in collection.

The Company has used a practical expedient by computing the expected credit loss allowance based on a provision
matrix. Management makes specific provision in cases where there are known specific risks of customer default in
making the repayments. The provision matrix takes into account historical credit loss experience and adjusted for
forward- looking information. The expected credit loss allowance is based on the ageing of the days the receivables
are due and the rates as per the provision matrix.

The Company is subject to concentration of credit risk in its trade receivables for one customer comprising of 39% (31
March 2024: 42%) of total trade receivables. Although the Company is directly affected by the financial condition of
its customer, management does not believe significant credit risks exist at the balance sheet date. The Company does
not require collateral or other securities to support its accounts receivable.

(a) The Company''s exposure to credit risk and loss allowances related to trade receivables are disclosed in note 2.39.

(b) Trade receivables are non-interest bearing and are generally on terms of 30-45 days

Nature and purpose

Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the
provisions of the Companies Act, 2013.

General reserve

The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings. As the
general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss.

Other comprehensive income

Remeasurements of defined benefit plans comprises of actuarial gains and losses.

Retained earning

The amount that can be distributed by the Company as dividends to its equity and preference shareholders.

Share options outstanding account

The share options outstanding account is used to recognise the value of equity settled share based payments provided
to employees under Employee Stock Unit Plan 2023 (refer note 2.45).

* The Company is involved in the disputes, law suites, claims from patients/patient relatives that arise from time to time in ordinary
course of business. Based on external legal advise, management believes none of the matters, either in individual or in aggregate
will have any material effect on its standalone financial statements, as the management believes it has a reasonable case in its
defence of proceedings and hence, no provision is recognised in the standalone financial statements.

The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business
including litigation before tax authorities and including matters mentioned above. The uncertainties and possible
reimbursements are dependent on the outcome of the different legal processes which have been invoked by the
claimants or the Company, as the case may be, and therefore cannot be predicted accurately. The Company engages
reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such
disputes. The Management believes that it has a reasonable case in its defence of the proceedings and accordingly no
further provision is required.

2.30 EMPLOYEE BENEFIT PLANS

The employee benefit schemes are as under:

(a) Defined contribution benefit plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of
qualifying employees towards Provident fund and Employee state insurance (ESI), which is a defined contribution
plan. The contribution is charged to the Statement of standalone profit and loss as they accrue. The amount
recognised as an expense towards contribution to Provident fund and ESI for the year ended 31 March 2025
amounts to
'' 79.21 million and '' 4.96 million respectively (31 March 2024: '' 55.28 million and '' 8.07 million
respectively) (refer note 2.23).

(b) Defined benefit plans

The Company provides its employees with benefits under a defined benefit plan, referred to as the “Gratuity Plan”.
The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive
15 days'' salary for each year of completed service (service of six months and above is rounded off as one year)
at the time of retirement/exit, restricted to a sum of
'' 2.00 million. The Company contributes all ascertained
liabilities towards gratuity to the Fund. The plan assets have been primarily invested in insurer managed funds.
The Company''s obligation in respect of gratuity plan, which is a defined benefit plan is provided for based on
actuarial valuation carried out by an independent actuary using the projected unit credit method.

2.33 SEGMENT REPORTING

The Company is engaged in the business of rendering medical and healthcare services.

Ind AS 108 “Operating Segment” establishes standards for the way that public business enterprises report
information about operating segments and related disclosures about products and services, geographic areas, and
major customers. As defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the
internal reporting provided to the Chief Operating Decision Maker (CODM) i.e the Chairman and Managing Director.
The CODM evaluates the Company''s performance and allocates resources on overall basis. The Company''s sole
operating segment is therefore ‘Medical and Healthcare Services''. Accordingly, there are no additional disclosures to
be provided under Ind AS 108 other than those already provided in the standalone financial statements.

Further the business operation of the Company are concentrated in India, and hence, the Company is considered
to operate only in one geographical segment. There are no individual customer contributing more than 10% of
Company''s total revenue.

2.39 FINANCIAL RISK MANAGEMENT

Risk management framework

The Company''s financial risk management is an integral part of how to plan and execute its business strategies.
The Company''s management risk policy is set by the Board of directors. The Company''s activities expose it to a
variety of financial risks like credit risk, liquidity risk and market risk. The Company''s primary focus is to foresee the
unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
A summary of the risks have been given below:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company''s receivables from customers and loans
given. Credit risk arises from cash held with banks, as well as credit exposure to trade receivables and other financial
assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of

managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of
the counterparties, taking into account their financial position, past experience and other factors.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers
primarily located in India. The Company has a process in place to monitor outstanding receivables on a monthly
basis. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including
government entities, insurance companies, corporates, individual and others. The default in collection as a percentage
to total receivable is low.

Cash and bank balances, loans and other financial assets

Cash and bank balances comprises of deposits with bank, interest accrued on deposits and other financial assets
consists of security deposits,. These deposits are held with credit worthy banks. The credit worthiness of such banks
are evaluated by the Management on an ongoing basis and is considered to be good with low credit risk. Further, the
Company maintains exposure in money market liquid mutual funds and loans. The Company has set counter-parties
limits based on multiple factors including financial position, credit rating, etc. Loans are assessed on lifetime expected

credit loss model and no impairment loss is anticipated. The Company''s maximum exposure to credit risk as at 31
March 2025 and 31 March 2024 is the carrying value of each class of financial assets.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from
non-performance by these counter-parties.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.
The Company manages its liquidity risk by ensuring, that it will always have sufficient liquidity to meet its liabilities when
due. The Company''s Management is responsible for liquidity, funding as well as settlement management.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an
amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next six months.
The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected
cash outflows on trade payables and other financial liabilities.

Interest risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interests rate. Interest rate risk primarily arises from the Company''s borrowings, investments in bank
deposits and loans given.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rate. The majority of the Company''s assets are located in India and Indian rupee being
the functional currency for the Company. The Company''s exposure to the risk of changes in foreign exchange rates
relates primarily to operating activities.

The Company has import of assets from United States of America (USD) and hence is exposed to foreign exchange risk
for making payment for operations. The Company''s foreign currency payables and receivables are unhedged.

The Company''s policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The Management monitors the return on capital, as well as the
level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its
ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Company''s
capital management, capital includes issued capital and all other equity reserves. Total debt includes borrowings, lease
liabilities and bank overdraft.

Performance Obligation

The revenue from rendering medical & healthcare services and pharmaceutical products satisfies ‘at a point in time''
recognition criteria as prescribed by Ind AS 115.

2.43The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India certian
sections of the code came into effect on 03 May 2024. However, the date on which the Code will come into effect
has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact
of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

Based on a preliminary assessment, the Company believes the impact of the change will not be significant.

2.45 SHARE BASED PAYMENT ARRANGEMENT

Pursuant to the resolutions passed by the Board of Directors on 18 March 2023 and by the Shareholders on 06
May 2023, the Company approved ‘The Rainbow Children''s Medicare Limited - Employee Stock Unit Plan 2023
(“Stock Unit Plan 2023”) in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 ("SEBI SBEB SE Regulations"). The Stock Unit Plan 2023 is for issue of employee stock units to eligible employees,
which may result in an issuance of a maximum number of 400,000 Equity Shares. Upon exercise and payment of the
exercise price, an unit holder will be entitled to be allotted one Equity Share per employee stock unit.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in
their meeting held on 14 May 2023 and 07 August 2023, granted 275,000 and 37,414 Stock Units respectively
under the Stock Unit Plan 2023 to its eligible employees which shall be exercisable into 312,414 equity shares having
face value of ''10 each fully paid-up. The exercise price per stock unit shall be the face value of equity shares of the
Company i.e., ''10 each. The vested Stock Units shall be exercisable within a period of three months from the date of
each vesting. The Stock Units shall vest after the minimum vesting period of one year and not later than the maximum
period of five years from the date of grant. The plan is in terms of SEBI SBEB SE Regulations.

*Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting
held on 19 May 2024, vested 44,000 stock units under Stock Unit Plan 2023 at an exercise price of '' 10 per share to the Chief
Operating Officer of the Company. Each stock unit represents one equity share of '' 10 each, fully paid-up. On 17 July 2024, the
Nomination and Remuneration Committee through circular resolution allotted 44,000 equity shares of '' 10 each to the Chief
Operating Officer of the Company.

During the year, upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in
their meeting held on 13 August 2024, vested 5,986 stock units under Stock Unit Plan 2023 at an exercise price of '' 10 per share
to the Chief Financial Officer of the Company. Each stock unit represents one equity share of '' 10 each, fully paid-up. On 22 August
2024, the Nomination and Remuneration Committee through circular resolution allotted 5,986 equity shares of '' 10 each to the
Chief Financial Officer of the Company.

# On 27 October 2024, the Company has accepted the resignation of an eligible employee. Accordingly, the Company has
cancelled 220,000 stock units.

Fair value measurement

The fair value at grant date is determined using the Black Scholes valuation option-pricing model which takes into
account the exercise price, the term of the option, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The ESOP 2025 scheme :

Pursuant to the resolutions passed by the Board of Directors on 09 February 2025 and by the Shareholders on 02
April 2025, the Company approved ‘The Rainbow Children''s Medicare Limited - Employee Stock Option Scheme
2025 (“ESOP 2025”) in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 ("SEBI SBEB SE Regulations"). The ESOP 2025 scheme is for issue of employee stock options to eligible
employees, which may result in an issuance of a maximum number of 1,015,000 Equity Shares. Upon exercise and
payment of the exercise price, an option holder will be entitled to be allotted one Equity Share per employee stock
option. The exercise price per option shall be determined by the Nomination and Remuneration Committee subject to
a maximum discount of up to 20% from the market price of shares as on the date of Grant.

2.46 SUBSEQUENT EVENTS

There are no significant adjusting events that occurred subsequent to the balance sheet date.

2.47 OTHER STATUTORY INFORMATION

i. The Company do not have any Benami property and neither any proceedings have been initiated or is pending
against the Company for holding any Benami property.

ii. The Company do not have any transactions with companies struck off.

iii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory year.

iv. The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender
during the current year.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii. The loan has been utilised for the purpose for which it was obtained and no short term funds have been used for
long term purpose.

viii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

ix. The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)

x. The Company has complied with the number of layers prescribed under the Companies Act, 2013.

xi. The Company has not revalued its Property, plant and equipment (including right of use of assets) or intangible
assets or both during the current or previous year.

xii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.

xiii. There were no amounts which were required to be transferred to Investor Education Protection Fund
by the Company.

2.48 During the financial year 2022-23, the Company has completed Initial Public Offering of 29,168,579 Equity Shares
of face value of
'' 10 each of the Company for at an issue price of '' 542 per equity share (including a share premium
of
'' 532 per equity share, eligible employees bidding in the employee''s reservation portion were offered a discount
of
'' 20 per equity share) aggregating to '' 15,808.49 million comprising a fresh issue of 5,167,679 Equity Shares
aggregating to
'' 2,800.00 million and an offer for sale of 24,000,900 Equity shares aggregating to '' 13,008.49
million. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE) w.e.f. 10 May 2022.

* During the financial year 2023-24, the Company has received an amount of '' 14.70 million towards the Company''s
share of unspent IPO expenses. The same has been adjusted with securities premium as per the Companies Act,
2013. The Board of Directors of the Company in their meeting held on 30 October 2023 had approved to spend
the amount of
'' 14.70 million towards the General corporate purposes, refer column (B) in the table above. After this
change, amount to be utilised for General corporate purposes is
'' 576.10 million.

2.49 The Company has used accounting software for maintaining its books of account (SAP) and software for maintenance
of hospital related revenue and consumption records (Arcus Air) which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the softwares, except
that audit trail feature is not enabled at the database level. Further no instance of audit trail feature being tampered
with was noted in respect of the softwares where the audit trail has been enabled. Additionally, the audit trail in respect
of Arcus Air has been preserved for a period of 3 months by the Company which is integrated to SAP on daily basis
for all financial data and for SAP the audit trail of prior year has been preserved as per the statutory requirements for
record retention to the extent it was enabled and recorded in the respective year.

As per our report of even date attached.

for S.R. Batliboi & Associates LLP for and on behalf of the Board of Directors of

Chartered Accountants Rainbow Children’s Medicare Limited

ICAI Firm Registration Number: 101049W/E300004 CIN: L85110TG1998PLC029914

per Atin Bhargava Dr. Ramesh Kancharla Dr. Dinesh Kumar Chirla

Partner Chairman and Managing Director Director

Membership Number.: 504777 DIN: 00212270 DIN: 01395841

Vikas Maheshwari Shreya Mitra

Chief Financial Officer Company Secretary

Membership Number: A54901

Place: Hyderabad Place: Hyderabad Place: Hyderabad

Date: 24 May 2025 Date: 24 May 2025 Date: 24 May 2025


Mar 31, 2024

Trade receivables are unsecured and are derived from revenue earned from providing medical, healthcare and other ancillary services. No interest is charged on the outstanding balance, regardless of the age of the balance. The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss towards expected risk of delays and default in collection.

The Company has used a practical expedient by computing the expected credit loss allowance based on a provision matrix. Management makes specific provision in cases where there are known specific risks of customer default in making the repayments. The provision matrix takes into account historical credit loss experience and adjusted for forward- looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as per the provision matrix.

The Company is subject to concentration of credit risk in its trade receivables for one customer comprising of 42% (31 March 2023: 26%) of total trade receivables. Although the Company is directly affected by the financial condition of its customer, management does not believe significant credit risks exist at the balance sheet date. The Company does not require collateral or other securities to support its accounts receivable.

(a) The Company''s exposure to credit risk and loss allowances related to trade receivables are disclosed in note 2.39.

(b) Refer note 2.31 (c) for related party balances.

b) Rights, preferences and restrictions attached

i) Equity shares:

The Company has a single class of equity shares of face value '' 10 each, fully paid up. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time subject to payment of dividend to preference shareholders. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

On liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

The Board of Directors of the Company in their meeting held on 08 August 2022, approved the cancellation of unissued authorised share capital of (i) 1,146,771 0.0001% Series A Compulsorily Convertible Preference Shares of face value of '' 48 each and (ii) 1,133,309 0.0001% Series B Compulsorily Convertible Preference Shares of face value of '' 48 each and increased authorised share capital of 10,944,384 Equity Shares of '' 10 each amounting to '' 109.44. The same is approved by the members of the Company in their Annual General Meeting held on 15 September 2022.

ii) Series A CCPS:

On 13 August 2013, the Company had allotted 1,146,771 Series A CCPS of '' 48 each, fully paid-up vide agreement dated 02 August 2013 (''the agreement'') entered with British International Investment plc (formerly known as CDC Group plc). As per the agreement, at the discretion of the Series A CCPS holders, each Series A CCPS is convertible into one equity share of '' 10 each, fully paid, at any time before the end of 18th year from the date of its allotment. In case the Series A CCPS holders do not opt for conversion, they shall be converted into 1,146,771 equity shares of '' 10 each, fully paid up at the end of 18th year from the date of its allotment.

The holder of this Series A CCPS are entitled to non-cumulative dividend of 0.0001%. However, in the event the Company declares any dividend on equity shares, then in addition to payment of preference dividend, the holders of Series A CCPS shall also be entitled to receive such dividend in respect of the

Series A CCPS as is equivalent to the extent to which the equity shares resulting from the conversion of the Series A CCPS would have been entitled to receive such dividend.

The holders of the Series A CCPS shall be entitled to voting rights to the same extent as if they were equity share holders in respect of the number of equity shares into which the Series A CCPS are convertible. In the event of liquidation, holder of Series A CCPS has a preferential right over equity shareholders to be repaid to the extent of capital paid-up. Any surplus amount shall be distributed among all the shareholders including the Series A CCPS holder in proportion to their shareholding.

The Board of Directors of the Company in their meeting held on 04 April 2022, approved conversion of 1,146,771 0.0001% Series A Compulsorily Convertible Preference Shares (CCPS) of face value of '' 48 each into 1,146,771 Equity Shares of '' 10 each at a conversion ratio of 1:1, ranking pari passu with the existing Equity Shares of the Company.

iii) Series B CCPS:

On 04 February 2016, the Company had allotted 1,133,309 Series B CCPS of '' 48 each, fully paid up vide agreement dated 24 December 2015 (''the Series B agreement'') entered with CDC India Opportunities Limited. As per the Series B agreement, at the discretion of the Series B CCPS holders, each Series B CCPS is convertible into one equity share of '' 10 each, fully paid-up, at any time before the end of 18th year from the date of its allotment. In case the Series B CCPS holders do not opt for conversion, they shall be converted into 1,133,309 equity shares of '' 10 each, fully paid-up at the end of 18th year from the date of its allotment.

The holder of this Series B CCPS are entitled to non cumulative dividend of 0.0001%. However, in the event the Company declares any dividend on equity shares, then in addition to payment of preference dividend, the holders of Series B CCPS shall also be entitled to receive such dividend in respect of the Series B CCPS as is equivalent to the extent to which the equity shares resulting from the conversion of the Series B CCPS would have been entitled to receive such dividend.

The holders of the Series B CCPS shall be entitled to voting rights to the same extent as if they were equity share holders in respect of the number of equity shares into which the Series B CCPS are convertible. In the event of liquidation, holder of Series B CCPS has a preferential right over equity shareholders to be repaid to the extent of capital paid-up. Any surplus amount shall be distributed among all the shareholders including the Series B CCPS holder in proportion to their shareholding.

The Board of Directors of the Company in their meeting held on 04 April 2022, approved conversion of

1.133.309 0.0001% Series B Compulsorily Convertible Preference Shares of face value of '' 48 each into

1.133.309 Equity Shares of '' 10 each, at a conversion ratio of 1:1, ranking pari passu with the existing Equity Shares of the Company.

d) During the five years immediately preceding the reporting date, no shares have been bought back, issued for consideration other than cash other than disclosed below.

During the year ended 31 March 2022, 48,167,004 equity shares of '' 10 each, fully paid up have been allotted as bonus shares by capitalisation of securities premium.

Nature and purpose

Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of profit and loss.

Debenture redemption reserve

The Company had issued non-convertible debentures. The company is required to create debenture redemption reserve out of the profits of the Company available for payment of dividend to its shareholders.

Retained earnings

The amount that can be distributed by the Company as dividends to its equity and preference shareholders.

Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued under ‘Rainbow Children''s Medicare Limited - Employee Stock Unit Plan 2023 (refer note 2.45).

The Board of Directors of the Company, at its meeting held on 19 May 2024, have proposed a final dividend of '' 3 per Equity Share having face value of ''10 each aggregating to ''304.51 million for the financial year ended 31 March 2024. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. Final dividend is accounted in the year in which it is approved by the shareholders.

2.28 CONTINGENT LIABILITIES

Particulars

As at

31 March 2024

As at

31 March 2023

(i)

Demands under dispute

- Income-tax matters

4.14

-

- Goods and services tax

79.06

-

- Luxury tax demand under dispute

18.55

18.55

(ii)

Claims against the Company not acknowledged as debt (Medico-legal)*

112.04

84.85

213.79

103.40

* The Company is involved in the disputes, law suites, claims from patients/patient relatives that arise from time to time in ordinary course of business. Based on external legal advise, management believes none of the matters, either in individual or in aggregate will have any material effect on its standalone financial statements, as the management believes it has a reasonable case in its defence of proceedings and hence, no provision is recognised in the standalone financial statements.

iii) In February 2019, the Honourable Supreme Court of India vide its judgement, clarified the definition and scope of ''Basic Wages'' under the Employees'' Provident Funds & Miscellaneous Provision Act, 1952. The judgement is silent on the retrospective application and in the absence of any guidelines by the regulatory authorities and considering the practical difficulties, no effect is given for the earlier years as the same is currently not determinable.

The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before tax authorities and including matters mentioned above. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the claimants or the Company, as the case may be, and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes. The Management believes that it has a reasonable case in its defence of the proceedings and accordingly no further provision is required.

2.29 CAPITAL COMMITMENTS

Particulars

As at

As at

31 March 2024

31 March 2023

- Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

315.69

373.50

2.30 EMPLOYEE BENEFIT PLANS

The employee benefit schemes are as under:

(a) Defined contribution benefit plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund and Employee state insurance (ESI), which is a defined contribution plan. The contribution is charged to the Statement of standalone profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident fund and ESI for the year ended 31 March 2024 amounts to '' 55.28 million and '' 8.07 million respectively (31 March 2023: '' 40.78 million and '' 8.40 million respectively) (refer note 2.23).

(b) Defined benefit plans

The Company provides its employees with benefits under a defined benefit plan, referred to as the “Gratuity Plan”. The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days'' salary for each year of completed service (service of six months and above is rounded off as one year) at the time of retirement/exit, restricted to a sum of '' 2.00 million. The Company contributes all ascertained liabilities towards gratuity to the Fund. The plan assets have been primarily invested in insurer managed funds. The Company''s obligation in respect of gratuity plan, which is a defined benefit plan is provided for based on actuarial valuation carried out by an independent actuary using the projected unit credit method.

The following table sets out the status of the funded gratuity plan as required under Ind AS 19 " Employee Benefits" :

d) Refer note 2.2 for details of investment made in subsidiaries.

e) All transactions with these related parties are at arm''s length basis and resulting outstanding receivables and payables including financial assets and financial liabilities balances are settled in cash. None of the balances are secured. (All the amounts of transactions and balances disclosed in this note are gross (net of GST) and undiscounted.)

2.32 LEASES

A The Company as a lessee entered into various lease agreements majorly for buildings and used the following practical expedients on first time adoption of Ind AS 116:

(a) Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term.

(b) Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

2.33 SEGMENT REPORTING

The Company is engaged in the business of rendering medical and healthcare services.

Ind AS 108 “Operating Segment” establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. As defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) i.e the Board of Directors. The CODM evaluates the Company''s performance and allocates resources on overall basis. The Company''s sole operating segment is therefore ‘Medical and Healthcare Services''. Accordingly, there are no additional disclosures to be provided under Ind AS 108 other than those already provided in the standalone financial statements.

Further the business operation of the Company are concentrated in India, and hence, the Company is considered to operate only in one geographical segment.

There are no individual customer contributing more than 10% of Company''s total revenue.

2.36 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 (''MSMED ACT'')

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2024 has been made in the Standalone Financial statements based on information received and available with the Company. The Company has not received any claim for interest from any supplier under the said MSMED Act.

2.39 FINANCIAL RISK MANAGEMENT

Risk management framework

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s management risk policy is set by the Board of directors. The Company''s activities expose it to a variety of financial risks like credit risk, liquidity risk and market risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. A summary of the risks have been given below:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the company''s receivables from customers and loans given. Credit risk arises from cash held with banks, as well as credit exposure to trade receivables and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers primarily located in India. The Company has a process in place to monitor outstanding receivables on a monthly basis. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including government entities, insurance companies, corporates, individual and others. The default in collection as a percentage to total receivable is low.

Cash and bank balances, loans and other financial assets

Cash and bank balances comprises of deposits with bank, interest accrued on deposits and other financial assets consists of security deposits,. These deposits are held with credit worthy banks. The credit worthiness of such banks are evaluated by the Management on an ongoing basis and is considered to be good with low credit risk. Further, the Company maintains exposure in money market liquid mutual funds and loans. The Company has set counter-parties limits based on multiple factors including financial position, credit rating, etc. Loans are assessed on lifetime expected credit loss model and no impairment loss is anticipated. The Company''s maximum exposure to credit risk as at 31 March 2024 and 31 March 2023 is the carrying value of each class of financial assets.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from non-performance by these counter-parties.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, that it will always have sufficient liquidity to meet its liabilities when due. The Company''s Management is responsible for liquidity, funding as well as settlement management.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next six months. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities.

Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will effect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interests rate. Interest rate risk primarily arises from the Company''s borrowings, investments in bank deposits and loans given.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The majority of the Company''s assets are located in India and Indian rupee being the functional currency for the Company. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to operating activities.

The Company has import of assets from Europe (EUR) and United States of America (USD) and hence is exposed to foreign exchange risk for making payment for operations. The Company''s foreign currency payables and receivables are unhedged.

Except for these financial liabilities, it is not expected that cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

2.40 CAPITAL MANAGEMENT

The Company''s policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Management monitors the return on capital, as well as the level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves. Total debt includes borrowings and bank overdraft.

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position.

2.43 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

Based on a preliminary assessment, the Company believes the impact of the change will not be significant.

Reason for change more than 25%: Not Applicable

2.45 SHARE BASED PAYMENT ARRANGEMENT

Pursuant to the resolutions passed by the Board of Directors on 18 March 2023 and by the Shareholders on 06 May 2023, the Company approved ‘The Rainbow Children''s Medicare Limited - Employee Stock Unit Plan 2023 (“Stock Unit Plan 2023”) in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB SE Regulations"). The Stock Unit Plan 2023 is for issue of employee stock units to eligible employees, which may result in an issuance of a maximum number of 400,000 Equity Shares. Upon exercise and payment of the exercise price, an unit holder will be entitled to be allotted one Equity Share per employee stock unit.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 14 May 2023 and 07 August 2023, granted 275,000 and 37,414 Stock Units respectively under the Stock Unit Plan 2023 to its eligible employees which shall be exercisable into 312,414 equity shares having face value of ''10 each fully paid-up. The exercise price per stock unit shall be the face value of equity shares of the Company i.e., ''10 each. The vested Stock Units shall be exercisable within a period of three months from the date of each vesting. The Stock Units shall vest after the minimum vesting period of one year and not later than the maximum period of five years from the date of grant. The plan is in terms of SEBI SBEB SE Regulations.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 19 May 2024, vested 44,000 stock units under Stock Unit Plan 2023 at an exercise price of '' 10 per share to the Chief Operating Officer of the Company. Each stock unit represents one equity share of '' 10 each, fully paid-up.

Fair value measurement

The fair value at grant date is determined using the Black Scholes valuation option-pricing model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

2.46 SUBSEQUENT EVENTS

There are no significant adjusting events that occurred subsequent to the balance sheet date.

2.47 OTHER STATUTORY INFORMATION:

i. The Company do not have any Benami property and neither any proceedings have been initiated or is pending against the Company for holding any Benami property.

ii. The Company do not have any transactions with companies struck off.

iii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory year.

iv. The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during the current year.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii. The loan has been utilised for the purpose for which it was obtained and no short term funds have been used for long term purpose.

viii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

ix. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

x. The Company has complied with the number of layers prescribed under the Companies Act, 2013.

xi. The Company has not revalued its Property, plant and equipment (including right of use of assets) or intangible assets or both during the current or previous year.

xii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

xiii. There were no amounts which were required to be transferred to Investor Education Protection Fund by the Company.

2.48 During the financial year 2022-23, the Company has completed Initial Public Offering of 29,168,579 Equity Shares of face value of '' 10 each of the Company for at an issue price of '' 542 per equity share (including a share premium of '' 532 per equity share, eligible employees bidding in the employee''s reservation portion were offered a discount of '' 20 per equity share) aggregating to '' 15,808.49 million comprising a fresh issue of 5,167,679 Equity Shares aggregating to '' 2,800.00 million and an offer for sale of 24,000,900 Equity shares aggregating to '' 13,008.49 million. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f 10 May 2022.

The Company has received a net amount of '' 2,661.40 million (net of Company''s share of IPO expenses '' 138.60 million which are proportionately allocated between Company and selling shareholders as per the respective offer size) from proceeds out of fresh issue of Equity Shares. The Company''s share of IPO expenses '' 138.60 million has been adjusted with securities premium as per Companies Act , 2013.

* During the year, the Company has received an amount of '' 14.70 million towards the Company''s share of unspent share issue expenses. The same has been adjusted with securities premium as per Companies Act, 2013. The Board of Directors of the Company in their meeting held on 30 October 2023 has approved to spend the amount of '' 14.70 million towards the General corporate purposes, refer column (B) in the table above. After this change amount to be utilised for General corporate purposes is '' 576.10 million.

Net IPO proceeds which were unutilised as at 31 March 2024 amounting to '' 374.93 million (column C and E) were temporarily invested in fixed deposits and held in current account with banks.

2.49 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that audit trail feature is not enabled for certain changes made, if any, using privilege/administrative access rights to the SAP application. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software where audit trail has been enabled.


Mar 31, 2023

(i) The Company vide sale agreement dated 3 September 2010 was allotted 1 acre of land by Andhra Pradesh Industrial Infrastructure Corporation Limited (“API 1C”) for setting up a children hospital at Health city, Chinagadili, Vishakhapatnam to facilitate socio economic development within 2 years from the date of possession of land i.e. by October 2012. The Company had paid an amount of ? 30.88 million towards acquisition of the said land and incurred an additional amount of ? 2.18 million towards other incidental charges. As per the Clause 8(c) of the land agreement entered with APIIC, the construction of proposed hospital was required to be completed within 2 years from the date of taking the possession of the land, otherwise the land will need to be returned back to APIIC. The Company had filed an application with APIIC seeking extension of the timelines for development of the Project based on indicative project plan till August 2014 vide letter dated 17 August 2012. APIIC had considered the request and granted extension till the said date upon payment of condonation fee which was paid by the Company and timeline was extended upto August 2014. The Company failed to meet the revised timelines and consequently, APIIC had issued a cancellation of allotment order on 24 March 2015. The Company had submitted detailed reasons to APIIC for the delay in completion of the project and applied for revoking of the cancellation order. On 23 duly 2016, APIIC had granted approval for extension of time upto December 2018. APIIC vide its letter dated 15 November 2018 has issued a show cause notice to the Company seeking explanation as to why the allotment shall not be cancelled for non implementation of the proposed project. On 13 December 2018, the Company has responded to APIIC explaining the status of the project and seeking further extension by 24 months. The Company has paid ? 1.57 million

as condonation fee and has received extension from APIIC upto 30 November 2019. While the Agreement for Sale between APIIC and the Company had been executed on 3 September 2010, the final sale deed was to be executed after commencement of regular commercial operations. The Company has commenced the commercial operations from December 2020 onwards. The Company on 29 December 2021 has paid H 0.69 million to APIIC Limited as condonation fees for the delay in implementation of the project. The Company has incurred capital costs amounting to H 33.06 million (31 March 2022 : H 33.06 million) for purchase of freehold land and H 383.98 million (31 March 2022 : H 389.59 million) for the construction of the hospital building on this land.

(ii) Delhi Development authority (DDA) has granted 5,500 square meters of land on perpetual lease to Madhukar Multispecialty Hospital Research Centre (MMHRC) in Malviyanagar (Delhi) via lease deed dated 16 September 2005. MMHRC has constructed a hospital building on this land with all infrastructure and services and 50% of the space was sublet to the Company to operate and render healthcare services. DDA vide its letter dated 28 January 2019 to MMHRC has restricted subletting to 25% instead of earlier 50% and accordingly the Company and MMHRC had executed amended the sub lease agreement dated 27 March 2019 which is effective from 1 April 2019. As at 31 March 2023, leasehold improvements and medical equipments include H 106.03 million and H 55.17 million (H 112.47 million and H 72.61 million as at 31 March 2022) respectively in respect of this hospital. The Management is utilising the assets for the purpose of providing medical services at MMHRC.

(iii) Refer note 2.41 for details of incidental expenditure capitalised during the construction period.

(iv) Refer note 2.14 for details of assets pledged as security.

Trade receivables are unsecured and are derived from revenue earned from providing medical, healthcare and other ancillary services. No interest is charged on the outstanding balance, regardless of the age of the balance. The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss towards expected risk of delays and default in collection.

The Company has used a practical expedient by computing the expected credit loss allowance based on a provision matrix. Management makes specific provision in cases where there are known specific risks of customer default in making the repayments. The provision matrix takes into account historical credit loss experience and adjusted for forward- looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as per the provision matrix.

The Company is subject to concentration of credit risk in its trade receivables for one customer comprising of 26% (31 March 2022: 46%) of Total Trade Receivables. Although the Company is directly affected by the financial condition of its customer, management does not believe significant credit risks exist at the balance sheet date. The Company does not require collateral or other securities to support its accounts receivable.

(a) The Company''s exposure to credit risk and loss allowances related to trade receivables are disclosed in note 2.42.

(b) Refer note 2.33 (c) for related party balances.

b) Rights, preferences and restrictions attached

i) Equity shares :

The Company has a single class of equity shares of par value H 10 each, fully paid up. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time subject to payment of dividend to preference shareholders. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

The Company, pursuant to the approval of share holders granted in the extra-ordinary general meeting dated 20 October 2021, has increased it''s Authorised Share Capital from H 700 million to H 1,500 million.

During the year, the Board of Directors of the Company in their meeting held on 08 August 2022, approved the cancellation of unissued authorised share capital of (i) 1,146,771 0.0001% Series A Compulsorily Convertible Preference Shares of face value of H 48 each and (ii) 1,133,309 0.0001% Series B Compulsorily Convertible Preference Shares of face value of H 48 each and increased authorised share capital of 10,944,384 Equity Shares of H 10 each amounting to H 109,443,840. The same is approved by the members of the Company in their Annual General Meeting held on 15 September 2022.

The Company had a rights issue offered to all the shareholders and has issued and allotted 1,928,000 equity shares of face value H 10 through rights issue to an existing shareholder on 22 October 2021, there are no outstanding rights pending to be subscribed. Subsequent to the Rights Issue, pursuant to the approval of shareholders granted in the extra-ordinary general meeting held on 30 November 2021, the Company issued and allotted fully paid-up equity shares of H 10 each as “bonus shares” on 01 December 2021 in the ratio of 1:1 for every one equity share and every one preference share held.

ii) Series A CCPS:

On 13 August 2013, the Company had allotted 1,146,771 Series A CCPS of H 48 each, fully paid-up vide agreement dated 02 August 2013 (‘the agreement'') entered with British International Investment plc (formerly known as CDC Group plc). As per the agreement, at the discretion of the Series A CCPS holders, each Series A CCPS is convertible into one equity share of H 10 each, fully paid, at any time before the end of 18th year from the date of its allotment. In case the Series A CCPS holders do not opt for conversion, they shall be converted into 1,146,771 equity shares of H 10 each, fully paid up at the end of 18th year from the date of its allotment.

The holder of this Series A CCPS are entitled to non-cumulative dividend of 0.0001%. However, in the event the Company declares any dividend on equity shares, then in addition to payment of preference dividend, the holders of Series A CCPS shall also be entitled to receive such dividend in respect of the Series A CCPS as is equivalent to the extent to which the equity shares resulting from the conversion of the Series A CCPS would have been entitled to receive such dividend.

The holders of the Series A CCPS shall be entitled to voting rights to the same extent as if they were equity share holders in respect of the number of equity shares into which the Series A CCPS are convertible. In the event of liquidation, holder of Series A CCPS has a preferential right over equity shareholders to be repaid to the extent of capital paid-up. Any surplus amount shall be distributed among all the shareholders including the Series A CCPS holder in proportion to their shareholding.

The Board of Directors of the Company in their meeting held on 04 April 2022, approved conversion of 1,146,771 0.0001% Series A Compulsorily Convertible Preference Shares (CCPS) of face value of H 48 each into 1,146,771 Equity Shares of H 10 each at a conversion ratio of 1:1, ranking pari passu with the existing Equity Shares of the Company.

iii) Series B CCPS:

On 04 February 2016, the Company had allotted 1,133,309 Series B CCPS of H 48 each, fully paid up vide agreement dated 24 December 2015 (‘the Series B agreement'') entered with CDC India Opportunities Limited. As per the Series B agreement, at the discretion of the Series B CCPS holders, each Series B CCPS is convertible into one equity share of H 10 each, fully paid-up, at any time before the end of 18th year from the date of its allotment. In case the Series B CCPS holders do not opt for conversion, they shall be converted into 1,133,309 equity shares of H 10 each, fully paid-up at the end of 18th year from the date of its allotment.

The holder of this Series B CCPS are entitled to non cumulative dividend of 0.0001%. However, in the event the Company declares any dividend on equity shares, then in addition to payment of preference dividend, the holders of Series B CCPS shall also be entitled to receive such dividend in respect of the Series B CCPS as is equivalent to the extent to which the equity shares resulting from the conversion of the Series B CCPS would have been entitled to receive such dividend.

The holders of the Series B CCPS shall be entitled to voting rights to the same extent as if they were equity share holders in respect of the number of equity shares into which the Series B CCPS are convertible. In the event of liquidation, holder of Series B CCPS has a preferential right over equity shareholders to be repaid to the extent of capital paid-up. Any surplus amount shall be distributed among all the shareholders including the Series B CCPS holder in proportion to their shareholding.

The Board of Directors of the Company in their meeting held on 04 April 2022, approved conversion of 1,133,309 0.0001% Series B Compulsorily Convertible Preference Shares of face value of H 48 each into 1,133,309 Equity Shares of H 10 each, at a conversion ratio of 1:1, ranking pari passu with the existing Equity Shares of the Company.

As per records of the Company, including its register of shareholder/members and other declarations received from shareholder regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

d) During the five years immediately preceding the reporting date, no shares have been bought back, issued for consideration other than cash other than disclosed below.

During the year ended 31 March 2022, 48,167,004 equity shares of H 10 each, fully paid up have been allotted as bonus shares by capitalisation of securities premium.

During the year ended 31 March 2018, 34,679,253 equity shares of H 10 each, fully paid up have been allotted as bonus shares by capitalisation of securities premium.

Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

The general reserve is used time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to Standalone Statement of Profit and Loss.

Debenture redemption reserve

The Company had issued non-convertible debentures. The company is required to create debenture redemption reserve out of the profits of the Company available for payment of dividend to its shareholders.

Other comprehensive income

Remeasurements of defined benefit plans comprises of actuarial gains and losses.

Retained earnings

The amount that can be distributed by the Company as dividends to its equity and preference shareholders.

Dividend

The Board of Directors of the Company, at its meeting held on 14 May 2023, have proposed a final dividend of H 3 per Equity Share of H 10 each aggregating to H304.51 millione for the financial year ended 31 March 2023. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. Final dividend is accounted in the year in which it is approved by the shareholders. The Board of directors of the Company on 27 May 2022 has declared a dividend of H 2 per Equity Share of H 10 each aggregating to H 203.00 million for the year ended 31 March 2022 and the same has been approved by the shareholders on 15 September 2022 in the Annual General Meeting.

A. The Company had entered into a debenture trust deed agreement with CDC Emerging Markets Limited for issue of 1,000 NCD with a face value of H 1,000,000 each. The following is the status of debentures allotted

- 10 NCD allotted on 5 October 2016 aggregating to H 10 million

- 90 NCD allotted on 9 February 2017 aggregating to H 90 million

- 400 NCD allotted on 4 July 2018 aggregating to H 400 million.

These NCDs are secured by first ranking fixed charge over all fixed assets (including real estate and mortgage over fixed assets) of the issuer (pari passu with existing secured creditors in relation to existing assets; in priority to existing secured creditors with respect to new assets) and first ranking floating charge over all current assets, including bank assets and receivables of the Company. The company has modified the terms vide amended agreement dated 28 September 2021. As per the amended agreement, the Company shall be entitled to voluntarily pre-pay the NCDs on and from 30 June 2022 only. During the year, The Company has repaid entire NCDs on 09 June 2022 by utilising proceeds from IPO.”

B. The Company''s exposure to liquidity and interest rate risk relating to borrowings are disclosed in note 2.42

2.31 (a) The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses.

(b) There were no amounts which were required to be transferred to Investor Education Protection Fund by the Company.

2.32 Employee benefit plans

A. The employee benefit schemes are as under:

(a) Defined contribution benefit plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund and Employee state insurance (ESI), which is a defined contribution plan. The contribution is charged to the Statement of standalone profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident fund and ESI for the year ended 31 March 2023 amounts to H 40.78 million and H 8.40 million respectively (31 March 2022: H 33.53 million and H 7.58 million respectively) (refer note 2.25).

(b) Defined benefit plans

The Company provides its employees with benefits under a defined benefit plan, referred to as the “Gratuity Plan”. The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days’ salary for each year of completed service (service of six months and above is rounded off as one year) at the time of retirement/exit, restricted to a sum of H 2.00 million

The following table sets out the status of the unfunded gratuity plan as required under Ind AS 19 “ Employee Benefits” :

f) Share issue expenses (refer note 2.3 (b) - Share issues expenses receivable) of H Nil (31 March 2022 : H 172.50 million) incurred by the Company is towards Initial Public Offering (‘IPO'') of the equity shares held by the selling shareholders. As per the agreement with the selling shareholders, these expenses are recoverable from Dr Ramesh Kancharla, Dr. Dinesh Kumar Chirla, Dr. Adarsh Kancharla, Mrs. Padma Kancharla, British International Investment plc (formerly known as CDC Group plc) and CDC India Opportunities Limited, upon successful completion of IPO in proportion to the shares that are expected to be offered to the public in the offering.

g) All transactions with these related parties are at arm''s length basis and resulting outstanding receivables and payables including financial assets and financial liabilities balances are settled in cash. None of the balances are secured. (All the amounts of transactions and balances disclosed in this note are gross (net of GST) and undiscounted.)

2.34 Lease

A. The Company as a lessee entered into various lease agreements majorly for buildings and used the following practical expedients on first time adoption of Ind AS 116:

(a) Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term.

(b) Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.”

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

2.35 Segment reporting

The Company is engaged in the business of rendering medical and healthcare services.

“Ind AS 108 “Operating Segment” (“Ind AS 108”) establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. Based on the “Management approach” as defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) i.e the Board of Directors. The CODM evaluates the Company''s performance and allocates resources on overall basis. The Company''s sole operating segment is therefore ‘Medical and Healthcare Services''. Accordingly, there are no additional disclosures to be provided under Ind AS 108. Further the business operation of the Company are concentrated in India, and hence, the Company is considered to operate only in one geographical segment.

2.39 Details of dues to micro and small enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’)

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2023 has been made in the Standalone Financial statements based on information received and available with the Company. The Company has not received any claim for interest from any supplier under the said MSMED Act.

This information is required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 and has been determined to the extent such parties have been identified on the basis of information available with the Company.

The Company''s exposure to currency and liquidity risks related to trade payables is disclosed in note 2.42

2.40 Corporate social responsibility

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The proposed areas for CSR activities, as per the CSR policy of the company are promotion of education, sports, rural development activities, medical facilities, employment and ensuring environmental sustainability which are specified in Schedule VII of the Companies Act, 2013.

2.41 Incidental expenditure capitalised during the construction period

The Company has capitalised the following expenses to the cost of property, plant and equipment, as they are directly attributable to construction of the asset. Consequently amounts disclosed under the respective notes are net of amounts capitalised by the Company.

2.42 Financial risk management Risk management framework

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s management risk policy is set by the Board of directors. The Company''s activities expose it to a variety of financial risks like credit risk, liquidity risk and market risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. A summary of the risks have been given below:

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the company''s receivables from customers and loans given. Credit risk arises from cash held with banks, as well as credit exposure to trade receivables and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers primarily located in India. The Company has a process in place to monitor outstanding receivables on a monthly basis. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including government entities, insurance companies, corporates, individual and others. The default in collection as a percentage to total receivable is low.

Cash and bank balances, loans and other financial assets

Cash and bank balances comprises of deposits with bank, interest accrued on deposits and other financial assets consists of security deposits,. These deposits are held with credit worthy banks. The credit worthiness of such banks are evaluated by the Management on an ongoing basis and is considered to be good with low credit risk. Further, the Company maintains exposure in money market liquid mutual funds and loans. The Company has set counter-parties limits based on multiple factors including financial position, credit rating, etc. Loans are assessed on lifetime expected credit loss model and no impairment loss is anticipated. The Company''s maximum exposure to credit risk as at 31 March 2023 and 31 March 2022 is the carrying value of each class of financial assets.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from nonperformance by these counter-parties.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, that it will always have sufficient liquidity to meet its liabilities when due. The Company''s Management is responsible for liquidity, funding as well as settlement management.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next six months. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities.

Following are the financial assets at the reporting date.

Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will effect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interests rate. Interest rate risk primarily arises from the Company''s borrowings, investments in bank deposits and loans given.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The majority of the Company''s assets are located in India and Indian rupee being the functional currency for the Company. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to operating activities.

The Company has import of assets from Europe (EUR) and United States of America (USD) and hence is exposed to foreign exchange risk for making payment for operations. The Company''s foreign currency payables and receivables are unhedged.

2.43 Capital management

The Company''s policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence and to sustainfuture development ofthe business.The Management monitorsthe return on capital, aswell asthe level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves. Total debt includes borrowings and bank overdraft. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position.”

Performance Obligation

The revenue from rendering Medical & Healthcare services and Pharmaceutical products satisfies ‘at a point in time'' recognition criteria as prescribed by Ind AS 115.

2.46 The Code on Social Security, 2020 (‘Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

Reason for change more than 25%:

The ratio has increased from 4.73% in March 2022 to 6.43% in March 2023 mainly due to increase in income generated from invested funds.

2.48 Subsequent events

(a) Employee share based payment

Pursuant to the resolutions passed by the Board on 18 March 2023 and by the Shareholders on 06 May 2023, the Company approved ‘The Rainbow Children''s Medicare Limited - Employee Stock Unit Plan 2023 (“Stock Unit Plan 2023”) in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“”SEBI

SBEB SE Regulations””). The Stock Unit Plan 2023 is for issue of employee stock units to eligible employees, which may result in an issuance of a maximum number of 400,000 Equity Shares. Upon exercise and payment of the exercise price, an option holder will be entitled to be allotted one Equity Share per employee stock unit. The Company has not granted any units under Stock Unit Plan 2023.

(b) During the year, the Company has participated in the auction held by Haryana Shahari Vikas Pradhikaran (HSVP) and won the bid for 2 land parcels in Gurugram. Subsequent to the year end, the Company has received letter of intent from HSVP and has paid 25% of the land value amounting to H 169.87 million paid in November 2022 and H 238.16 million paid in May 2023. The Company is awaiting for the final allotment letter from HSVP.

2.49 Other Statutory Information:

i. The Company do not have any Benami property and neither any proceedings have been initiated or is pending against the Company for holding any Benami property.

ii. The Company do not have any transactions with companies struck off.

iii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory year.

iv. The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during the current year.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)

with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii. The loan has been utilised for the purpose for which it was obtained and no short term funds have been used for long term purpose.

viii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

ix. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

x. The Company has complied with the number of layers prescribed under the Companies Act, 2013.

xi. The Company has not revalued its Property, plant and equipment (including right of use of assets) or intangible assets or both during the current or previous year.

2.50 During the year, the Company has completed Initial Public Offering of 29,168,579 Equity Shares of face value of H 10 each of the Company for at an issue price of H 542 per equity share (including a share premium of H 532 per equity share, eligible employees bidding in the employee''s reservation portion were offered a discount of H 20 per equity share) aggregating to H 15,808.49 million comprising a fresh issue of 5,167,679 Equity Shares aggregating to H 2,800.00 million and an offer for sale of 24,000,900 Equity shares aggregating to H 13,008.49 million. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) w.e.f. 10 May 2022.

The Company has received a net amount of H 2,661.40 million (net of Company''s share of IPO expenses H 138.60 million which are proportionately allocated between company and selling shareholders as per the respective offer size) from proceeds out of fresh issue of Equity Shares. The Company''s share of IPO Expenses H 138.60 million has been adjusted to securities premium.

The notes referred to above form an integral part of the standalone financial statements


Mar 31, 2022

(i) The Company vide sale agreement dated 3 September 2010 was allotted 1 acre of land by Andhra Pradesh Industrial Infrastructure Corporation Limited ("APIIC") for setting up a children hospital at Health city, Chinagadili, Vishakhapatnam to facilitate socio economic development within 2 years from the date of possession of land i.e. by October 2012. The Company had paid an amount of '' 30.88 million towards acquisition of the said land and incurred an additional amount of '' 2.19 million towards other incidental charges. As per the Clause 8(c) of the land agreement entered with APIIC, the construction of proposed hospital was required to be completed within 2 years from the date of taking the possession of the land, otherwise the land will need to be returned back to APIIC. The Company had filed an application with APIIC seeking extension of the timelines for development of the Project based on indicative project plan till August 2014 vide letter dated 17 August 2012. APIIC had considered the request and granted extension till the said date upon payment of condonation fee which was paid by the Company and timeline was extended upto August 2014. The Company failed to meet the revised timelines and consequently, APIIC had issued a cancellation of allotment order on 24 March 2015. The Company had submitted detailed reasons to APIIC for the delay in completion of the project and applied for revoking of the cancellation order. On 23 July 2016, APIIC had granted approval for extension of time upto December 2018. APIIC vide its letter dated 15 November 2018 has issued a show cause notice to the Company seeking explanation as to why the allotment shall not be cancelled for non implementation of the proposed project. On 13 December 2018, the Company has responded to APIIC explaining the status of the project and seeking further extension by 24 months. The Company has paid '' 1.57 million as condonation fee and has received extension from APIIC upto 30 November 2019. While the Agreement for Sale between APIIC and the Company had been executed on 3 September 2010, the final sale deed was to be executed after commencement of regular commercial operations. The Company has commenced the commercial operations from December 2020 onwards. The Company on 29 December 2021 has paid '' 0.69 million to APIIC Limited as condonation fees for the delay in implementation of the project. The Company has incurred capital costs amounting to '' 393.55 million as at 31 March 2022 (''393.55 million as at 31 March 2021) for the construction of the hospital on this land.

(ii) Delhi Development authority (DDA) has granted 5,500 square meters of land on perpetual lease to Madhukar Multispecialty Hospital Research Centre (MMHRC) in Malviyanagar (Delhi) via lease deed dated 16 September 2005. MMHRC has constructed a hospital building on this land with all infrastructure and services and 50% of the space was sublet to the Company to operate and render healthcare services. DDA vide its letter dated 28 January 2019 to MMHRC has restricted subletting to 25% instead of earlier 50% and accordingly the Company and MMHRC had executed amended the sub lease agreement dated 27 March 2019 which is effective from 1 April 2019. As at 31 March 2022, leasehold improvements and medical equipments include '' 112.47 million and '' 72.61 million ('' 119.71 million and '' 80.76 million as at 31 March 2021) respectively in respect of this hospital. The Management is utilising the assets for the purpose of providing medical services at MMHRC.

(iii) Refer note 2.41 for details of incidental expenditure capitalised during the construction period. The interest rate on borrowings is 9.50%

(iv) Refer note 2.14 for details of assets pledged as security.

Trade receivables are unsecured and are derived from revenue earned from providing medical, healthcare and other ancillary services. No interest is charged on the outstanding balance, regardless of the age of the balance. The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss towards expected risk of delays and default in collection.

The Company has used a practical expedient by computing the expected credit loss allowance based on a provision matrix. Management makes specific provision in cases where there are known specific risks of customer default in making the repayments. The provision matrix takes into account historical credit loss experience and adjusted for forward- looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as per the provision matrix..

The Company is subject to concentration of credit risk in its trade receivables for one customer comprising of 23% (31 March 2021: 46%) of Total Trade Receivables. Although the Company is directly affected by the financial condition of its customer, management does not believe significant credit risks exist at the balance sheet date. The Company does not require collateral or other securities to support its accounts receivable.

(a) The Company''s exposure to credit risk and loss allowances related to trade receivables are disclosed in note 2.42

(b) Refer note 2.33 (c) for related party balances and dues from private companies in which director is a director.

Due to the losses incurred by a subsidiary and an external party in the past two years consequent to Covid 19 pandemic, the Company is exposed to risk in respect of the recoverability of the loans granted to these two parties. The Company had carried out an impairment assessment for Loans receivable from the subsidiary and the external party. Based on the detailed impairment evaluation carried out by the Company duly considering the discounted future cashflows of the subsidiary and the external party, the Company has assessed that no impairment is required for the year ended 31 March 2022 (31 March 2021: Nil).

During the year, the Board of Directors have approved the change in terms of repayment from repayable on demand to repayable on 01 April 2024 for Madhukar Rainbow Children''s Hospital and Rosewalk Healthcare Private Limited.

2.12 Share capital (continued)b) Rights, preferences and restrictions attached

i) Equity shares :

The Company has a single class of equity shares of par value '' 10 each, fully paid up. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time subject to payment of dividend to preference shareholders. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

The Company, pursuant to the approval of share holders granted in the extra-ordinary general meeting dated 20 October 2021, has increased it''s Authorised Share Capital from Rs. 700 million to '' 1,500 million.

The Company had a rights issue offered to all the shareholders and has issued and allotted 1,928,000 equity shares of face value '' 10 through rights issue to an existing shareholder on 22 October 2021, there are no outstanding rights pending to be subscribed. Subsequent to the Rights Issue, pursuant to the approval of shareholders granted in the extra-ordinary general meeting held on 30 November 2021, the Company issued and allotted fully paid-up equity shares of '' 10 each as "bonus shares" on 01 December 2021 in the ratio of 1:1 for every one equity share and every one preference share held.

ii) Series A CCPS:

On 13 August 2013, the Company had allotted

1.146.771 Series A CCPS of '' 48 each, fully paid-up vide agreement dated 02 August 2013 (''the agreement'') entered with British International Investment plc (formerly known as CDC Group plc). As per the agreement, at the discretion of the Series A CCPS holders, each Series A CCPS is convertible into one equity share of '' 10 each, fully paid, at any time before the end of 18th year from the date of its allotment. In case the Series A CCPS holders do not opt for conversion, they shall be converted into

1.146.771 equity shares of '' 10 each, fully paid up at the end of 18th year from the date of its allotment.

The holder of this Series A CCPS are entitled to non-cumulative dividend of 0.0001%. However, in the event the Company declares any dividend

on equity shares, then in addition to payment of preference dividend, the holders of Series A CCPS shall also be entitled to receive such dividend in respect of the Series A CCPS as is equivalent to the extent to which the equity shares resulting from the conversion of the Series A CCPS would have been entitled to receive such dividend.

The holders of the Series A CCPS shall be entitled to voting rights to the same extent as if they were equity share holders in respect of the number of equity shares into which the Series A CCPS are convertible. In the event of liquidation, holder of Series A CCPS has a preferential right over equity shareholders to be repaid to the extent of capital paid-up. Any surplus amount shall be distributed among all the shareholders including the Series A CCPS holder in proportion to their shareholding.

iii) Series B CCPS:

On 04 February 2016, the Company had allotted

1.133.309 Series B CCPS of '' 48 each, fully paid up vide agreement dated 24 December 2015 (''the Series B agreement'') entered with CDC India Opportunities Limited. As per the Series B agreement, at the discretion of the Series B CCPS holders, each Series B CCPS is convertible into one equity share of '' 10 each, fully paid-up, at any time before the end of 18th year from the date of its allotment. In case the Series B CCPS holders do not opt for conversion, they shall be converted into

1.133.309 equity shares of '' 10 each, fully paid-up at the end of 18th year from the date of its allotment.

The holder of this Series B CCPS are entitled to non cumulative dividend of 0.0001%. However, in the event the Company declares any dividend on equity shares, then in addition to payment of preference dividend, the holders of Series B CCPS shall also be entitled to receive such dividend in respect of the Series B CCPS as is equivalent to the extent to which the equity shares resulting from the conversion of the Series B CCPS would have been entitled to receive such dividend.

The holders of the Series B CCPS shall be entitled to voting rights to the same extent as if they were equity share holders in respect of the number of equity shares into which the Series B CCPS are convertible. In the event of liquidation, holder of Series B CCPS has a preferential right over equity shareholders to be repaid to the extent of capital paid-up. Any surplus amount shall be distributed among all the shareholders including the Series B CCPS holder in proportion to their shareholding.

As per records of the Company, including its register of shareholder/members and other declarations received from shareholder regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

d) During the five years immediately preceding the reporting date, no shares have been bought back, issued for consideration other than cash other than disclosed below.

During the year ended 31 March 2022, 48,167,004 equity shares of '' 10 each, fully paid up have been allotted as bonus shares by capitalisation of securities premium.

During the year ended 31 March 2018, 34,679,253 equity shares of '' 10 each, fully paid up have been allotted as bonus shares by capitalisation of securities premium.

Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

The general reserve is used time to time to transfer profits from retained earnings for appropriation purposes. There is no policy of regular transfer. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to Standalone Statement of Profit and Loss.

Debenture redemption reserve

The Company had issued non-convertible debentures. The Company is required to create debenture redemption reserve out of the profits of the Company available for payment of dividend to its shareholders.

1/lfi RainhritA/ PhiIHron''c N/lorlmam I imitorl

Other comprehensive income

Remeasurements of defined benefit plans comprises of actuarial gains and losses.

Retained earnings

The amount that can be distributed by the Company as dividends to its equity and preference shareholders.

Dividend

The Board of Directors of Company, at its meeting held on 27 May 2022, have proposed a final dividend of '' 2 per equity share for the financial year ended 31 March 2022. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting. Final dividend is accounted of in the year in which it is approved by the shareholders. The Board of directors of the Company on 16 July 2021 has declared a dividend of '' 2 per equity share for the year ended 31 March 2021 and the same has been approved by the shareholders on 11 August 2021 in the Annual General Meeting.

A. The Company had entered into a debenture trust deed agreement with CDC Emerging Markets Limited for issue of 1,000 NCD with a face value of '' 1,000,000 each. The following is the status of debentures allotted:

- 10 NCD allotted on 5 October 2016 aggregating to '' 10 million

- 90 NCD allotted on 9 February 2017 aggregating to '' 90 million

- 400 NCD allotted on 4 July 2018 aggregating to '' 400 million.

These NCDs are secured by first ranking fixed charge over all fixed assets (including real estate and mortgage over fixed assets) of the issuer (paripassu with existing secured creditors in relation to existing assets; in priority to existing secured creditors with respect to new assets) and first ranking floating charge over all current assets, including bank assets and receivables of the Company. The company has modified the terms vide amended agreement dated 28 September 2021. As per the amended agreement, the Company shall be entitled to voluntarily pre-pay the NCDs on and from 30 June 2023 only.

The repayment schedule is as under:

Year 0 to 4 - Nil

Year 4 and 5 - 10% of the amount borrowed Year 6 and 7 - 25% of the amount borrowed Year 8 - 30% of the amount borrowed

The final redemption date is 5 August 2024. These NCDs carries an interest rate of 9.50% p.a payable in every six months (i.e 4 April and 4 October of every year). Interest rate has been revised from 10.50% p.a to 9.50% p.a. with effect from 5 April 2018 vide amended agreement dated 10 April 2018. Subsequent to previous year ended 31 March

2020, the interest due for the six months as at 31 March 2020 which is payable on 4 April 2020 has been deferred to 3 July 2020 vide agreement dated 3 April 2020.The face value of NCDs have been reduced to '' 900,000 each post repayment of installment during the year ended 31 March 2021 and '' 800,000 each post repayment of NCDs during the year ended 31 March 2022.

B. Vehicle loans from banks represents loans taken from HDFC Bank Limited amounting to '' Nil (31 March 2021: '' 784 million) disclosed under non-current borrowings and Nil (31 March 2021: '' 4.29 million) disclosed under current maturities of long-term debts are secured by hypothecation of vehicles financed by respective banks and carry interest rates of Nil p.a (31 March 2021: 8.17% p.a. to 11.20% p.a.). The Company has repaid the entire amount by 22 October

2021.

C. The Company''s exposure to liquidity and interest rate risk relating to borrowings are disclosed in note 2.42

2.30 Contingent liabilities and commitments A) Contingent liabilities

As at 31 March 2022

As at 31 March 2021

(i) Demands under dispute

- Income-tax matters under dispute

-

19.99

- Value added tax, central sales tax and service tax demand under dispute

32.40

2717

- Luxury tax demand under dispute

18.55

18.55

(ii) Claims against the Group not acknowledged as debt

84.66

99.17

iii) In February 2019, the Honourable Supreme Court of India vide its judgement, clarified the definition and scope of ''Basic Wages'' under the Employees'' Provident Funds & Miscellaneous Provision Act, 1952. The judgement is silent on the retrospective application and in the absence of any guidelines by the regulatory authorities and considering the practical difficulties, no effect is given for the earlier periods as the same is currently not determinable.

The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business including litigation before tax authorities and including matters mentioned above. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the claimants or the Company, as the case may be, and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes. The Management believes that it has a reasonable case in its defence of the proceedings and accordingly no further provision is required.

B) Capital commitments

As at 31 March 2022

As at 31 March 2021

- Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

450.40

5.30

2.31(a) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

2.31(b) There were no amounts which were required to be transferred to Investor Education Protection Fund by the Company.

2.32 Employee benefit plansA. The employee benefit schemes are as under:(a) Defined contribution benefit plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund and Employee state insurance (ESI), which is a defined contribution plan. The contribution is charged to the Statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident fund and ESI for the year ended 31 March 2022 amounts to '' 33.53 million and '' 758 million respectively (31 March 2021: '' 36.38 million and '' 9.16 million respectively) (refer note 2.25)

(b) Defined benefit plans

The Company provides its employees with benefits under a defined benefit plan, referred to as the "Gratuity Plan" The Gratuity Plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days'' salary for each year of completed service (service of six months and above is rounded off as one year) at the time of retirement/exit, restricted to a sum of '' 2.00 million

d) Refer note 2.2 for details of investment made in subsidiaries.

e) Share issue expenses (refer note 2.3 (b) - Share issues expenses receivable) of '' 172.50 million incurred by the Company is towards Initial Public Offering (''IPO'') of the equity shares held by the selling shareholders. As per the agreement with the selling shareholders, these expenses are recoverable from Dr Ramesh Kancharla, Dr. Dinesh Kumar Chirla, Dr. Adarsh Kancharla, Mrs. Padma Kancharla, British International Investment plc (formerly known as CDC Group plc) and CDC India Opportunities Limited, upon successful completion of IPO in proportion to the shares that are expected to be offered to the public in the offering.

f) All transactions with these related parties are at arm''s length basis and resulting outstanding receivables and payables including financial assets and financial liabilities balances are settled in cash. None of the balances are secured. (All the amounts of transactions and balances disclosed in this note are gross and undiscounted.)

2.34 Leases

A Transition to Ind AS 116 "Leases" w.e.f April 01, 2019:

Ministry of Corporate Affairs ("MCA") through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 "Leases" which replaces the existing lease standard, Ind AS 17 "Leases" and other interpretations. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees.

The Company has adopted Ind AS 116, effective annual reporting period beginning April 1,2019 and applied the standard to its leases, under modified retrospective transition method using incremental borrowing rate as at April 1, 2019. The Company has elected not to apply the requirements of Ind AS 116 ""Leases"" to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term except inflation adjustment. The weighted average incremental borrowing rate of 9.5% has been applied to lease liabilities recognised in the balance sheet at the date of initial application..

2.35 Segment reporting

The Company is engaged in the business of rendering medical and healthcare services.

Ind AS 108 "Operating Segment" ("Ind AS 108") establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. Based on the "Management approach" as defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) i.e the Board of Directors. The CODM evaluates the Company''s performance and allocates resources on overall basis. The Company''s sole operating segment is therefore ''Medical and Healthcare Services''. Accordingly, there are no additional disclosures to be provided under Ind AS 108, other than those already provided in the standalone financial statements.

Further the business operation of the Company are concentrated in India, and hence, the Company is considered to operate only in one geographical segment.

# The Company on 1 December 2021 has issued and allotted bonus equity shares in the ratio of 1:1 for every one equity share and every one preference share held . In line with the requirements of Ind AS 33, for the purpose of EPS calculations, bonus shares issued has been considered as if the event of bonus issue had occurred at the beginning of the earliest period presented.

## The Company has issued and allotted equity shares through rights issue to an existing shareholder on 22 October 2021. The exercise price is less than the fair value of the equity shares and hence the inherent discount is similar to a bonus issue as per Ind AS 33. In line with the requirements of Ind AS 33, for the purpose of EPS calculations, the bonus element in rights issue of shares has been retrospectively adjusted as if the event had occurred at the beginning of the earliest period presented.

Risk management framework

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s management risk policy is set by the Board of directors. The Company''s activities expose it to a variety of financial risks, credit risk, liquidity risk and market risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. A summary of the risks have been given below:

Credit risk

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the company''s receivables from customers and loans given. Credit risk arises from cash held with banks, as well as credit exposure to trade receivables and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counter party credit risk is to prevent losses in financial assets. The company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Trade and other receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers primarily located in India. The Company has a process in place to monitor outstanding receivables on a monthly basis. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including government entities, insurance companies, corporates, individual and others. The default in collection as a percentage to total receivable is low.

Cash and bank balances, loans and other financial assets

Cash and bank balances comprises of deposits with bank, interest accrued on deposits and other financial assets consists of security deposits,. These deposits are held with credit worthy banks. The credit worthiness of such banks are evaluated by the Management on an ongoing basis and is considered to be good with low credit risk. Further, the Company maintains exposure in money market liquid mutual funds and loans. The Company has set counter-parties limits based on multiple factors including financial position, credit rating, etc. Loans are assessed on lifetime expected credit loss model and no impairment loss is anticipated. The Company''s maximum exposure to credit risk as at 31 March 2022 and 31 March 2021 is the carrying value of each class of financial assets.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from nonperformance by these counter-parties.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, that it will always have sufficient liquidity to meet its liabilities when due. The Company''s Management is responsible for liquidity, funding as well as settlement management.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable investments at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next six months. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities.

Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will effect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interests rate. Interest rate risk primarily arises from the Company''s borrowings, investments in bank deposits and loans given.

Sensitivity analysis Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The majority of the Company''s assets are located in India and Indian rupee being the functional currency for the Company. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to operating activities.

The Company has import of assets from Europe (EUR) and United States of America (USD) and hence is exposed to foreign exchange risk for making payment for operations. The Company''s foreign currency payables and receivables are unhedged.

The Company''s policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Management monitors the return on capital, as well as the level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves. Total debt includes borrowings and bank overdraft.

Performance Obligation

The revenue from rendering Medical & Healthcare services and Pharmaceutical products satisfies ''at a point in time'' recognition criteria as prescribed by Ind AS 115.

2.46 Impact of COVID-19:

During the previous year, the COVID-19 pandemic impacted the revenues and profitability of the Company, with a decline in occupancy impacting the hospital business revenues, profitability and cash flows. The Company took various initiatives to support operations and optimise the cost. With a slew of these measures, the Company has been able to significantly reduce the negative impact on business. During the current year, the Company has further witnessed improvement in business and it has gradually moved towards normalisation of business during the current year.

The Company has a well-capitalised Balance Sheet and has managed its liquidity position via cost efficiency initiatives, better working capital management and internal funding. Accordingly, the Company continues to prepare the standalone financial statements on a going concern basis. As per the Management''s current assessment, no significant impact is expected on the carrying amounts of inventories, tangible assets, intangible assets, trade receivables, investments and other financial assets.

The Company has considered the possible effects on the carrying amounts of receivables, loans, intangibles, inventories and investments. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these Standalone Financial Statements has used internal and external sources of information. The Company has performed sensitivity analysis on the assumptions used and based on current estimates, the Company expects to fully recover the carrying amount of receivables, loans, intangibles, inventories and investments. As the outbreak continues to evolve, the Company will continue to closely monitor any material changes to future economic conditions.

2.47 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its Standalone financial statements in the year in which, the Code becomes effective and the related rules to determine the financial impact are published.

2.48 As per Section 203 of Companies Act 2013, read with rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company is required to have a whole-time Company Secretary. The position of Company Secretary was vacant from 1 April 2021 to 31 August 2021.

2.50 Employee share based payment

Pursuant to the resolutions passed by the Board on 27 November 2021 and by the Shareholders on 30 November 2021, the Company approved ''The Rainbow Employee Stock Option Scheme 2021 ("ESOP Scheme")'' is in compliance with the SEBI SBEB Regulations. The ESOP Scheme is for issue of employee stock options to eligible employees, which may result in an issuance of a maximum number of 2,049,660 Equity Shares. Upon exercise and payment of the exercise price, an option holder will be entitled to be allotted one Equity Share per employee stock option.

The Company has not granted any options under ESOP Scheme. The total number of options available under ESOP Scheme is 2,049,660 which are exercisable for 2,049,660 Equity Shares.

2.51 The MCA wide notification dated 24 March 2021 has amended Schedule III to the Companies Act, 2013 in respect of certain disclosures. Amendments are applicable from 01 April 2021. The Company has incorporated the changes as per the said amendment in the financial statements and has also changed comparative numbers wherever applicable.

Other Statutory Information:

i. The Company do not have any Benami property and neither any proceedings have been initiated or is pending against the Company for holding any Benami property.

ii. The Company do not have any transactions with companies struck off.

iii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv. The Company has not been declared a wilful defaulter by any bank or financial institution or any other lender during the current period.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii. The loan has been utilised for the purpose for which it was obtained and no short term funds have been used for long term purpose.

viii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

ix. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

2.52 Subsequent events

i) Subsequent to 31 March 2022, the Board of Directors of the Company in their meeting held on 04 April 2022, approved conversion of (i) 1,146,771 0.0001% Series A Compulsorily Convertible Preference Shares (CCPS) of face value of '' 48 each into 1,146,771 Equity Shares of '' 10 each and (ii) 1,133,309 0.0001% Series B Compulsorily Convertible Preference Shares of face value of '' 48 each into 1,133,309 Equity Shares of '' 10 each, at a conversion ratio of 1:1, ranking pari passu with the existing Equity Shares of the Company.

ii) Subsequent to 31 March 2022, the Company has offered and issued 29,178,021 Equity Shares of '' 10 each in relation to Initial Public Offering (''IPO'') comprising a fresh issue of Equity shares by the Company and an offer for sale of the Equity Shares by certain existing shareholders of the Company. Subsequent to the IPO, the Equity Shares of the Company were listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on 10 May 2022.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

Notifications
Settings
Clear Notifications
Notifications
Use the toggle to switch on notifications
  • Block for 8 hours
  • Block for 12 hours
  • Block for 24 hours
  • Don't block
Gender
Select your Gender
  • Male
  • Female
  • Others
Age
Select your Age Range
  • Under 18
  • 18 to 25
  • 26 to 35
  • 36 to 45
  • 45 to 55
  • 55+