Rainbow Childrens Medicare Ltd Directors Report

Dear Members,

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

FINANCIAL RESULTS

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

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

1. STATEMENT OF COMPANYS AFFAIRS

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

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

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

Significant progress was made in market penetration with the commissioning of three new spoke hospitals and addition of two new blocks in existing hospitals. Overall, a total of 280 beds were added during FY

2023-24, the highest ever in a single year. The new hospitals in Himayatnagar, Hyderabad; Sarjapur, Bengaluru; and Anna Nagar, Chennai, along with the new blocks at Hydernagar and LB Nagar units in Hyderabad, will enhance accessibility to quality healthcare services and improve health outcomes.

The Company purchased two new land parcels admeasuring 9,391 Sq Mtr (~2.32 acres) and 4,987.10 Sq Mtr (~1.23 acres), situated in Sector 44 and Sector 56 respectively in Gurugram, Haryana

(“ Land Parcels”), auctioned by Haryana Shehri Vikas

Pradhikaran (“HSVP”) for setting up two hospitals with a total bed capacity of ~400 beds.

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

2. FINANCIAL PERFORMANCE

I. Consolidated Performance

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

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

II. Standalone Performance

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

Rs 12,735.10 million compared to Rs 11,452.19 million in the previous year, registering a growth of 11.20%. The standalone net profit after tax increased to Rs 2,148.91 million compared to Rs 2,058.93 million in the previous year, representing a growth of 4.37%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your

Company for the Financial Year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘‘the Act”), Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

4. CHANGE IN NATURE OF BUSINESS

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

5. DIVIDEND

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

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

Your Directors are pleased to recommend dividend of

Rs 3/- per Equity Share of face value of Rs 10/- each as Final Dividend for the Financial Year 2023-24, for approval by the shareholders at the ensuing Annual

General Meeting (“AGM”) of the Company.

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

6. TRANSFER TO RESERVES

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

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

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

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

* During the year under review, the Company has received an amount of Rs 14.70 Million towards the Companys share of unspent/ IPO expenses. Subsequently, amount to be utilized for General Corporate purpose has been increased from Rs 561.40 Million to Rs 576.10 Million.

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

8. CHANGES IN SHARE CAPITAL

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

9. EMPLOYEES STOCK OPTION PLAN/ SCHEME

During the year under review, there has been no change in the Rainbow Employee Stock Option Scheme 2021 ("ESOP Scheme 2021"/ "Scheme") as the scheme has not been implemented till yet. As on the date of this Boards Report, the Company has not granted any options under ESOP Scheme 2021.

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

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

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

10. SUBSIDIARIES

A report on the performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company for the

Financial Year ended March 31, 2024 is set out in Form AOC-1 as per the Companies Act, 2013 and annexed herewith as Annexure - 1 to this Report.

The annual financial statements of the subsidiaries shall also be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The annual Financial Statements of the subsidiaries are available on the Companys 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 Companys website at: https://d2sn5i18drfi94.cloudfront.net/ investor-relations/reports/policy/Policy%20for%20 determining%20Material%20Subsidiary.pdf

During the year under review, no Company has become or ceased to be a subsidiary, joint venture or 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, 2024 and as on the date of the report.

12. PUBLIC DEPOSITS

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

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

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are set out in prescribed format and annexed herewith as

Annexure - 2 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the

Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at companysecretary@ rainbowhospitals.in.

14. AUDIT COMMITTEE

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

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

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Directors

Retirement by rotation and subsequent re-appointment

Dr. Ramesh Kancharla (DIN: 00212270),

Chairman and Managing Director of the Company is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and

Qualification of Directors) Rules, 2014 and being eligible offers himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at this AGM.

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

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

Re-appointment of Independent Directors

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

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

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

Appointment of Non – Executive Director

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

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

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

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

II. Key Managerial Personnel

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 were the Key Managerial Personnel of the Company as on March 31, 2024.

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

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

3. Mr. Sanjeev Sukumaran - Chief Operating Officer;

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

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

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

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

Rules, 2014 and SEBI Listing Regulations:

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

- Mr. Vikas Maheshwari was appointed as Chief Financial Officer (Key

Managerial Personnel) of the Company w.e.f June 1, 2023.

16. BOARDS 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 Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual

Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Company was evaluated in a separate meeting of Independent Directors after considering the views of executive Directors and non-executive Directors.

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

The Directors expressed their satisfaction with the evaluation process.

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

17. REMUNERATION POLICY

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

The salient features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director

(Executive/ Non-Executive/ Independent) of the Company; ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/ Other Employees of the Company; and

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

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

The Nomination and Remuneration Policy of the

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

18. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

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

19. DIRECTORS RESPONSIBILITY STATEMENT

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

I. In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards and

Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

II. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of the Company for the Financial Year ended March 31, 2024;

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

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

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

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

20. AUDITORS AND AUDITORS REPORT

I. Statutory Auditors

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

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

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

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

II. Maintenance of Cost Records and Cost Auditors

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly such accounts and records were made, maintained and audited for the financial year 2023-24.

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

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

III. Secretarial Auditors

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

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

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

21. ANNUAL RETURN

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

22. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies

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

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related

Parties. All Related Party Transactions are placed before the Audit Committee for review and approval.

Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arms Length basis.

All related party transaction entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

23. LOANS AND INVESTMENTS

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

24. RISK MANAGEMENT

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

Risks are prioritised according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound

Risk Management Policy to address such risks which includes the process for identification of elements of risk, if any, which may threaten the existence of the Company. Further, there are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

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

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

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

Audit Committee in appropriate cases is provided.

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

26. CORPORATE SOCIAL RESPONSIBILITY

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

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social

Responsibility which can be accessed at: https:// www.rainbowhospitals.in/investor-relations/reports/ policy/CSR_Policy.pdf

The annual report on corporate social responsibility activities containing composition of CSR & ESG

Committee and disclosure as per Section 134 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure 4 and forms part of this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the SEBI Listing

Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business, risks and concerns and material developments during the financial year under review.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

29. CORPORATE GOVERNANCE REPORT

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

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

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

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

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

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

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

31. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies

Act, 2013 read with the Companies (Accounts) Rules, 2014, is given below:

A. Energy Conservation:

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

Some of the key measures taken by the

Company are as below:

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

Internet of Things (IoT) based

Building Management System (BMS) for efficient Heating, Ventilation & Air conditioning (HVAC) operations

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

Installation of automatic solar module cleaning sprinkler system for better efficiency

Switching to LED light fixtures

Installation of Motion sensors for auto switch off lighting system

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

Reducing virtual energy consumption kVAh by repairing/ installing capacitors

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

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

Usage of Energy efficient equipment at all levels

II. Impact of Measures:

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

III. Capital Investment on Energy conservation Equipment:

During the year under review, the

Company has spent about Rs 59.83 Million as capital investments on various energy conservation initiatives like Solar Heating

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

B. Technology Absorption:

I. Technology Absorption, Adaptation & Innovation:

1) Efforts made towards technology absorption:

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

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

Installation of solar rooftops and eco-friendly STPs Registration of all new projects for Green Building accreditations.

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

Upgradation of Hospital information system (HIS) - Arcus Air operates across

17 locations, equipped with the latest technology stack and advanced features and functionality

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

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

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

3) In case of imported technology

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

4) Expenditure incurred on Research and Development:

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

C. Foreign exchange earnings and outgo

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

32. INTERNAL FINANCIAL CONTROLS SYSTEMS

AND THEIR ADEQUACY

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

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

The Directors have in the Directors Responsibility

Statement confirmed the same to this effect.

33. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

34. NO DIFFERENCE IN VALUATION:

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

35. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

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

36. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of

Directors (SS-1) and shareholders (SS-2).

37. ACKNOWLEDGEMENT & APPRECIATION

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