Your Directors take pleasure in presenting the 31^st Annual Report on the business and operations of your
Company, along with the Audited financial statements for the year ended 31^st March 2025.

1. FINANCIAL RESULTS._

2. ECONOMIC REVIEW:

The short-term outlook seems challenging given external supply shocks and geopolitical tension, we do
believe the government is doing the right things to ensure a sustainable growth path for the country and
the operational momentum of your company is likely to be sustained by its healthy Balance Sheet and
robust project Pipeline. Your company will focus on opportunistic growth in the current environment to
create a healthy project pipeline.

3. OPERATIONAL AND FINANCIAL PERFORMANCE HIGHLIGHTS:

During the year under review, the turnover of the company has increased to Rs.15,612.50 Lakhs as compared
to previous year turnover of Rs. 9348.28 Lakhs, the profits has increased to Rs.801.14 Lakhs as compared to
previous year Profit of Rs. 319.31 Lakhs, The Earning per Share ('EPS') for the year is Rs. 1.61 as compared to
Rs. 0.64 in the previous year.

4. CHANGE IN NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company.

5. CORPORATE GOVERNANCE

Your Company is committed towards maintaining high standards of Governance. The Report on Corporate
Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 (“Listing Regulations”), shareholders information together with a Corporate
Governance Compliance Certificate from M/s GASM DANSR AND CO, Statutory Auditor of the Company
confirming compliance, forms an integral part of this Report which is annexed herewith as “Annexure (A)”

6. BOARD EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, a formal evaluation was
carried out by the Board of its own performance and that of its committees and individual directors.
During the year under review, one meeting of the independent directors was held wherein the performance
of non- independent directors and the Board as whole were reviewed. The performance evaluation of
committees and Independent Directors was carried out by entire Board excluding the director being
evaluated. The Independent Directors also assessed the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Directors to effectively and
necessarily perform their duties.

The final evaluation was thereafter deliberated and assessed taking into account inputs from the Board
about evaluation of independent directors and various committees of the Board and suggesting action plan
for improving Board performance and plan for next Board, its committee(s) and individual director's
evaluation.

7. INDEPENDENT DIRECTORS

Definition of 'Independent Director' is referred in Section 149 (6) of the Act and Regulation 16 (1) (b) of the
Listing Regulations. Based on the confirmation/disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Directors are Independent:

• Mr. Rikin Dilip Gandhi

• Mr. Pushpala Motiram Manjith

• Mr. Maithri Jayakkar

8. NOMINATION & REMUNERATION POLICY

Your Company has a Nomination & Remuneration policy for selection and appointment of Directors,
Senior Management and fixing their remuneration, including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under Section 178 (4) of the
Act. The said policy and the composition of the Nomination and Remuneration Committee have been
stated in the Corporate Governance Report.

9. SHARE CAPITAL:

During the year under review the Board of Directors of the Company has not issued any shares, hence the
present Capital structure of the Company is as follows:

10. DIVIDEND:

No Dividend is recommended for the current financial year due to inadequate profit earned by the Company.

11. TRANSFER TO RESERVES:

No amount was transferred to reserves during the FY 2024-25.

12. SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ HOLDING COMPANIES/ IOINT VENTURES:

Your company does not have any subsidiaries, associate company and joint ventures during the year under
review.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY, OCCURRING AFTER BALANCE SHEET DATE:

There have been no material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to which the
Financial Statements relate and the date of the Report.

14. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

There were no Loans, Guarantees and Investments made by the company under the provisions of Section
186 of the Companies Act, 2013 (the Act) during the year under review and hence the said provision is
not applicable.

15. RELATED PARTY TRANSACTION:

Your Company has in place a Related Party Transactions Policy for the purpose of identification and
monitoring of such transactions. This policy has been approved by the Board and is available on the
Company's website (www.rainbowfoundations.in).

During the year under review, the company has not entered into any contracts and arrangements as per
Section 188 (1) of Companies Act, 2013.

16. DEPOSITS:

Your Company has neither accepted nor renewed any deposit during the year. As such, no amount of
principal and/ or interest is outstanding as on the Balance Sheet date.

17. STATUTORY AUDITORS AND THEIR REPORT:

As per the provisions of Section 139 of the Act, M/s. GASM DANSR and Co, Chartered Accountants (ICAI
Firm Registration No.005986S), were Reappointed as Statutory Auditors of your Company, to hold office
until the conclusion of the 32^nd Annual General Meeting.

As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that they
hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India.

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their Report.

18. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s. BKJ & Co. LLP Chartered
Accountant, (Membership No: 243126), Chennai is appointed as the Internal Auditors of the Company
for the period of three financial year (From 2022-23 to 2024 -25).

19. SECRETARIAL AUDIT:

The Board of Directors of the company had appointed Mr. A. Ajay Kumar Bantia, Practicing Company
Secretary( CP -13620),having address at 1^st Floor, No. 30 Raja Bather Street, T.nagar Chennai 600017
who has conducted the Secretarial Audit of the Company for the Financial Year 2024-2025. The
Secretarial Audit report issued by him is attached to this report as Annexure-“B”. As there are no
qualifications, reservation or adverse remark or disclaimer made by the Company secretary in whole
time practice in the secretarial audit report, the need for providing explanation or comments on the same
by the Board of Directors does not arise.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company's internal control systems are commensurate with the nature of its business and the
size and complexity of its operations. This ensures that all transactions are authorized, recorded and
reported correctly, and assets are safeguarded and protected against loss from un-authorized use or
disposition. In addition, there are operational controls and fraud risk controls, covering the entire
spectrum of internal financial controls.

21. FRAUD REPORTING:

During the year under review, there were no material or serious instances of fraud falling within the
purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or
employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

22. COST AUDITORS:

Cost Audit is not applicable to the Company. The Central government has not specified maintenance of
cost records for the Company under Sub - Section (1) of section 148 of the Companies Act 2013. Therefore,
there is no requirement for appointment of Cost Auditors.

23. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of your Company is duly constituted in accordance with the requirements of the Companies
Act, 2013 read with the Listing Regulations.

24. MEETINGS OF THE BOARD AND ITS COMMITTEES

The details of (a) the meetings of the Board and its Committees held during the year; and (b)
composition and terms of reference of the Committees are detailed in the Corporate Governance Report.

25. CODE OF CONDUCT

The Board has approved a Code of Business Conduct (Code) which is applicable to the Members of the
Board and insiders. The Code of Business has been posted on the Company's website
(www.rainbowfoundations.in). The Code lays down the standard of conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

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

A) Conservation of energy, technology absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of activities undertaken by the
Company during the year under review.

B) Foreign Exchange Earnings and Outgo:

During the period under report, your Company had not earned any amount of foreign exchange
nor had incurred expenditure on foreign exchange.

27. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
“Annexure (C1)”.

A statement containing the names of top ten employees in terms of remuneration drawn and the name
of every employee employed throughout the Financial Year was in receipt of remuneration of Rs.102
lakhs or more, or if employed for part of the year and in receipt of Rs.8.50 lakhs or more per month,

pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith as “Annexure (C2)”.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as
the said provisions are not applicable.

29. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at
(www. rainbowfoundations. in.)

30. RISK MANAGEMENT POLICY:

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.

31. VIGIL MECHANISM POLICY:

The Company has established a vigil mechanism / whistle blower policy for Directors and employees to
report their concerns, which is reviewed and updated from time to time. The said policy is available on the
Company's website (www.rainbowfoundations.in.)

32. PREVENTION OF SEXUAL HARASSMENT POLICY:

Your company has always believed in providing a safe and harassment free work place for every
individual working in the company's premises through various interventions and practices. The company
always endeavors to create and provide an environment that is free from discrimination and harassment
including sexual harassment. The company have a formal Anti Sexual Harassment policy in line with the
requirements of The Sexual Harassment of Workmen at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.Internal complaints committee has been set up to redress complaints contractual,
temporary and trainees are covered under the policy.

The Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 is applicable to your Company.

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

the year under review, the Company has not received any complaints from the employees with regard
to Sexual Harassment.

33. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Schedule
V of the Listing Regulations, is forming part of this Annual Report as Annexure D.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS,
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE:

During the period under review, there are no significant or material orders that were passed by the
Regulators, Courts, and Tribunals which affects the Company's going concern status or operations.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by
us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act,
2013:

(a) in the preparation of the annual Financial Statements for the year ended March 31^st ,2024, the
applicable accounting standards has been followed along with proper explanation relating to
material departures;

(b) your 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 the company at the end of the financial year March 31^st , 2023 and of the profit of the
company for the period ended March 31^st , 2023.

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) the Annual Financial Statements have been prepared on a going concern basis; and

(e) the directors had devised proper internal systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

(D that proper systems to ensure compliance with the provisions of all applicable laws were in place
and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENTS:

Your Directors wish to place on the record their deep sense of appreciation to the devoted services,
unstinted support and excellent service rendered by all the customers, Professional colleagues and
bankers.

FOR RAINBOW FOUNDATIONS LIMITED

Place: Chennai ANOP CHAND JAIN GAJRAJ JAIN

Date: 04.09.2025 Managing Director Joint Managing Director

DIN:02215110 DIN:01182117