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

FINANCIAL RESULTS

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

(' in million)

1. STATEMENT OF COMPANY’S AFFAIRS

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

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

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

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

2. FINANCIAL PERFORMANCE

I. Consolidated Performance

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

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

II. Standalone Performance

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

3. CONSOLIDATED FINANCIAL STATEMENTS

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

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

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

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

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

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

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

6. TRANSFER TO RESERVES

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

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

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

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

8. CHANGES IN SHARE CAPITAL

I) Changes in Authorized Share Capital:

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

II) Changes in Paid-up Share Capital:

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

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

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

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

9. EMPLOYEES STOCK OPTION PLAN/ SCHEME

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

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

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

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

10. SUBSIDIARIES

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

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

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

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

11. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than
disclosed as part of this report, affecting the financial
position of the Company have occurred between
March 31, 2025 and as on the date of the report.

12. PUBLIC DEPOSITS

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

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

13. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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

14. AUDIT COMMITTEE

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

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

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. Directors

Retirement by rotation and subsequent
re-appointment

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

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

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

II. Key Managerial Personnel

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

1. Dr. Ramesh Kancharla - Chairman and

Managing Director;

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

3. Mr. Vikas Maheshwari - Chief Financial

Officer; and

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

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

- Mr. Sanjeev Sukumaran, resigned from

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

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

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

16. BOARD’S EVALUATION

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

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

the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance. A separate exercise was
carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as
level of engagement and contribution, independence
of judgment, safeguarding the interest of the Company
and its minority shareholders etc. The performance
evaluation of the Independent Directors was carried
out by the entire Board excluding the Director being
evaluated. The performance evaluation of
Non-Independent Directors, Board as a whole and
the Chairman of the Company was evaluated in a
separate meeting of Independent Directors after
considering the views of Executive Directors and
Non-executive Directors.

The feedback and results of the questionnaire were
collated and consolidated report generated was
shared with the Board for improvements. The Directors
expressed their satisfaction with the evaluation
process.

Further, the evaluation process confirms that the
Board and its Committees continue to operate
effectively and the performance of the Directors and
Chairman is highly satisfactory.

17. REMUNERATION POLICY

In compliance with the provisions of Section 178
of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination & Remuneration
Committee of the Company, framed a policy
for selection and appointment of Directors, Key
Managerial Personnel (KMP), Senior Management and
their remuneration.

The salient features of the Policy are:

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

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

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

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

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

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

18. NUMBER OF MEETINGS OF THE BOARD AND
ITS COMMITTEES

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

19. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

II. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of your Company as at March 31,
2025 and of the profit of the Company for the
Financial Year ended March 31, 2025;

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

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

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

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

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

III. Secretarial Auditors

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

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

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

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

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

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

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

25. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

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

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

26. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134 of the Companies
Act, 2013 read with the Companies (Accounts) Rules,
2014, is given below:

A. Energy Conservation:

The Company has continued its efforts to reduce

its energy consumption year on year.

Some of the key measures taken by the Company

are as below:

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

• Commissioning of rooftop solar power
systems.

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

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

• Procurement of green energy through
open access arrangements.

• Sourcing of renewable energy through
third-party providers.

II. Impact of Measures:

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

III. Capital Investment on Energy conservation
Equipment:

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

B. Technology Absorption:

I. Technology Absorption, Adaptation &
Innovation:

1) Efforts made towards technology
absorption:

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

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

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

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

4) Expenditure incurred on Research and
Development:

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

C. Foreign exchange earnings and outgo

32. INTERNAL FINANCIAL CONTROLS SYSTEMS
AND THEIR ADEQUACY

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

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

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

33. DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY:

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

34. NO DIFFERENCE IN VALUATION:

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

35. SIGNIFICANT/ MATERIAL ORDERS PASSED BY
THE REGULATORS

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

36. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of
Directors (SS-1) and shareholders (SS-2).

37. ACKNOWLEDGEMENT & APPRECIATION

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

For and on behalf of Board of Directors

Dr. Ramesh Kancharla
Chairman and Managing Director
DIN: 00212270

Place: Hyderabad
Date: May 24, 2025