Rainbow Childrens Medicare Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 28^th (Twenty-Eighth) Annual Report on the business and operations of your Company along with the audited financial statements (Consolidated and Standalone) for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS

The Financial performance of your Company for the Financial Year ended March 31, 2026 is summarized below:

(Rs. in million)

Particulars	Year ended March 31, 2026 (Consolidated)	Year ended March 31, 2025 (Consolidated)	Year ended March 31, 2026 (Standalone)	Year ended March 31, 2025 (Standalone)
Total Income	17,468.65	15,668.74	15,891.14	15,034.56
Total Expenses	13,870.97	12,368.73	12,534.60	11,813.73
Profit/ (Loss) before Tax (PBT)	3,582.29	3,300.01	3,341.15	3,220.83
Profit/ (Loss) after Tax (PAT)	2,815.44	2,442.27	2,500.16	2,375.85

1. STATEMENT OF COMPANYS AFFAIRS

During the Financial Year under review, the Company continued to demonstrate steady progress in scaling its operations and strengthening its institutional footprint, supported by disciplined execution across acquisitions and capacity expansion. The developments undertaken during the year have contributed to enhanced operational scale, improved revenue-generation potential, and stronger platform readiness for future growth.

During the year, the Company completed two hospital acquisitions, expanding its geographic footprint and capacity, in line with its growth strategy. Post year-end, it further strengthened its network by operationalising new hospital locations and launching an IVF centre, supporting volume growth and improved infrastructure utilisation over the medium term.

The expansion of the network during the year has increased the Companys operating base and strengthened its ability to deploy capital efficiently across established and emerging markets. Integrated maternal-to-child care, supported by multidisciplinary, round-the-clock systems, delivered a strong year of clinical outcomes. This consistent performance reflects Rainbows clinical rigour and remains the foundation of its trust and excellence.

The Company delivered a strong financial performance during the year, achieving its highest-ever revenue, EBITDA, and PAT. These results underscore the successful execution of its growth strategy through business scale-up, incremental capacity additions, and effective integration of acquired entities.

The operational expansion initiatives undertaken during the year are expected to contribute to improved operational efficiencies, higher throughput, and greater revenue visibility, thereby supporting the Companys future growth trajectory.

2. FINANCIAL PERFORMANCE

I. Consolidated Performance

During the year under review, the consolidated income of the Company increased to 17,468.65 million compared to 15,668.74 million in the previous year, registering a growth of 11.49%. The consolidated net profit after tax increased to 2,815.44 million compared to 2,442.27 million in the previous year, representing a growth of 15.28%.

II. Standalone Performance

During the year under review, the standalone income of the Company increased to 15,891.14 million compared to 15,034.56 million in the previous year, registering a growth of 5.70%. The standalone net profit after tax increased to 2,500.16 million compared to 2,375.85 million in the previous year, representing a growth of 5.23%.

3. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2025-26, are prepared in compliance with applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”), Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the

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 a dividend for Financial Year 2024-25 as follows:

Date of Declaration	Dividend Type	Dividend Per Share
July 5, 2025	Final Dividend	3/-

Your Directors are pleased to recommend dividend of 3.5/- per Equity Share of face value of 10/- each as Final Dividend for the Financial Year 2025-26 for approval by the shareholders at the ensuing Annual General Meeting (“AGM”) of the Company.

The Company has fixed July 21, 2026 as the "Record Date” for determining entitlement of Members to final dividend for the Financial Year 2025-26, if approved at the AGM.

In accordance with the Regulation 43A of the SEBI Listing Regulations, the Board of your Company has formulated and adopted the Dividend Distribution Policy, which outlines the key principles guiding the Board and the management in matters relating to declaration and distribution of dividend. The Dividend Distribution Policy of the Company is available on the Companys website at:

https://d31scedd5hpubp.cloudfront.net/investor_

files/Dividend_Distribution_Policy.pdf

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends and the underlying shares are required to be transferred by the Company to Investor Education and Protection Fund (“IEPF”) established by the Government of India, after the completion of 7 (Seven) years from the date of transfer to the Unpaid Dividend Account.

The Company has consistently declared and paid dividends to its equity shareholders. Details of dividends declared during the recent Financial Years are given below:

• Financial Year 2024-25: Dividend of 3/ per

equity share, declared on July 5, 2025

• Financial Year 2023-24: Dividend of 3/ per

equity share, declared on July 30, 2024

• Financial Year 2022-23: Dividend of 3/ per

equity share, declared on June 29, 2023

• Financial Year 2021-22: Dividend of 2/ per

equity share, declared on September 15, 2022

As a period of 7 (Seven) years has not lapsed from the date of transfer of the said dividend amounts to the respective Unpaid Dividend Accounts, the provisions relating to the transfer of unpaid/unclaimed dividends to the IEPF are currently not applicable to the Company.

Further,the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Ministry of Corporate Affairs website and the website of the Company at https://www.rainbowhospitals.in/ investors-relations/dividend. The shareholders may also refer to the Notice of AGM regarding details of amounts and the corresponding shares proposed to be transferred to IEPF in the coming years.

Ms. Shreya Mitra, Company Secretary and Compliance Officer of the Company, acts as the Nodal Officer of the Company for the purposes of verification of claims and coordination with IEPF Authority pursuant to the IEPF Rules.

6. TRANSFER TO RESERVES

For the year under review, no amount is proposed to be transferred to any Reserve of the Company.

7. 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, 2026.

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 7,483 Equity shares of 10/- each on August 12, 2025 under ‘Rainbow Childrens Medicare Limited - Employees Stock Unit Plan 2023.

As a result of above, the Paid-up Share Capital of the Company increased from 1,01,55,16,730

divided into 10,15,51,673 equity shares of 10/- each to 1,01,55,91,560 /- divided into 10,15,59,156 Equity Shares of 10/- each as on March 31, 2026.

Further, pursuant to the listing application by the Company in respect of the aforesaid shares allotted, the said equity shares were listed and admitted to dealings on the National Stock Exchange of India Limited and BSE Limited effective from August 22, 2025.

The Companys shares are compulsorily tradable in electronic form. As on March 31, 2026, the entire paid-up capital, is held in dematerialized form.

The Companys equity shares are listed on the National Stock Exchange of India Limited and BSE Limited, with listing fees paid to both exchanges for FY 2025-26 and FY 2026-27.

8. EMPLOYEES STOCK OPTION PLAN/ SCHEME

During the Financial Year 2024 - 25, the Board of Directors, at its meeting held on February 9, 2025, recommended, subject to approval of the shareholders, the introduction of the Rainbow Childrens Medicare Limited - Employee Stock Option Scheme 2025 (“ESOP Scheme 2025”) to support the Companys long-term growth strategy and strengthen talent retention. The Scheme is designed to align employee interests with shareholder value, foster an ownership-driven culture, and enable the Company to attract, motivate, and retain skilled talent in a competitive and evolving business environment.

Subsequently, the Members of the Company approved the ‘Rainbow Childrens Medicare Limited - Employee Stock Option Scheme 2025 (“ESOP Scheme 2025”) by way of a special resolution passed 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 available on the Companys website at https:// d31scedd5hpubp.cloudfront.net/investor_files/ Rainbow_-_Employee_Stock_Option_Scheme_2025. pdf.

Further, the Company also has in place the Employee Stock Unit Plan 2023 (“Stock Unit Plan 2023”). Disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”), with regard to the ESOP

Scheme 2023 is available on the Companys website at https://d31scedd5hpubp.cloudfront.net/investor_ files/Rainbow-_Employee_Stock_Unit_Plan_2023.pdf

During the year under review, there has been no material change in the ESOP Schemes 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 and Stock Unit Plan 2025 are available on the Companys website at https:// d31scedd5hpubp.cloudfront.net/investor_files/ Information-as-per-SEBI-SBEB-Regulations-FY-26. pdf.

Further, the Shareholders approval for the ESOP Scheme 2023 can be accessed on our website at https://d31scedd5hpubp.cloudfront.net/investor_ files/Postal-Ballot-Result-march182023.pdf and

ESOP Scheme 2025 https://d31scedd5hpubp. cloudfront.net/investor_files/Postal-Ballot- Result-9Feb2025.pdf.

The Company has obtained a certificate from M/s. KVSS & Co LLP, Practicing Company Secretaries, in terms of Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, confirming that the ESOP Scheme 2023 and ESOP Scheme 2025 have been implemented in compliance with the applicable regulations and shareholder approvals and the certificates are attached as Annexure 1 (a) & Annexure 1 (b) to this Report and are available for inspection by the members at the ensuing AGM.

9. CREDIT RATING

During the year under review, ICRA Limited has reaffirmed the Issuer Rating of the Company at [ICRA]AA with a Stable outlook. The rating reflects ICRAs expectation that the Company will continue to maintain a strong credit profile, supported by healthy revenue and earnings growth, a robust business model, strong liquidity, and a conservative capital structure.

The disclosures pursuant to Regulation 46 of the SEBI Listing Regulations are available on the Companys website at https://www.rainbowhospitals. in/investors-relations/credit-rating.

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, 2026 is set out in Form AOC-1 as per the Act and annexed herewith as Annexure - 2 to this Report.

The annual financial statements of the subsidiaries shall be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time and are also made 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://d31scedd5hpubp.cloudfront.net/

investor_files/Policy_for_determining_Material_

Subsidiary-2025.pdf

During the year under review, the Company has made the following acquisitions:

Prashanthi Medicare Private Limited (“PMPL”)

As part of the expansion strategy, the Company acquired PMPL to strengthen the Companys presence in its home state and reinforce its position as a leading provider of pediatric and perinatal healthcare, particularly in North Telangana. The regions strong demographic profile, growing healthcare demand, and increasing urbanization, makes it a strategic location for the development of a regional healthcare hub.

In this regard, the Business Strategy & Investment Committee of the Company, at its meeting held on June 28, 2025, approved the execution of the Share Subscription Agreement and Shareholders Agreement for the acquisition of 76% of the fully diluted equity share capital and 100% of the Non-Convertible Redeemable Preference Shares (NCRPS) of M/s. Prashanthi Medicare Private Limited, for a total consideration of approximately 33 crores. Pursuant to the completion of the transaction, Prashanthi Medicare Private Limited became a subsidiary of the Company with effect from July 1, 2025.

Pratiksha Women & Child Care Hospital Private Limited (“PWCCHPL”)

Further, in addition to the earlier acquisition of Prashanthi Medicare Private Limited, the Board of Directors of the Company, at its meeting held on August 11, 2025, approved the execution of the Securities Subscription Agreement and Shareholders Agreement for the acquisition of 76% of the fully diluted equity share capital and 100% of the Non-Convertible Redeemable Preference Shares (NCRPS) of M/s. Pratiksha Women & Child Care Hospital Private Limited, for a total consideration of approximately 171 crores. Pursuant to the completion of the transaction, the said entity became a subsidiary of the Company w.e.f. August 18, 2025.

The acquisition of PWCCHPL strengthened Rainbows presence in the North-East region of India,

strengthening its regional presence and extending its specialized pediatric and perinatal healthcare model to a new market. This strategic expansion strengthens the Companys national footprint, enhances its ability to serve a wider patient base, and supports its vision of delivering high-quality pediatric and perinatal healthcare across key regions of the country.

The Company does not have any joint venture or associate company as on March 31, 2026. During the year under review, apart from the entities that became subsidiaries of the Company, as disclosed elsewhere in this Report, no entity became 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 or commitments affecting the financial position of the Company have occurred between the end of the Financial Year ended March 31, 2026 and the date of this Report, other than those disclosed elsewhere in this Report.

12. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest in respect of deposits was outstanding as at March 31, 2026. Consequently, the requirement to disclose details of deposits not in compliance with Chapter V of the Act is not applicable.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act 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 - 3 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. Further, the Report is being sent to the members excluding the aforesaid annexure. The said details would be available for inspection by the Shareholders, at the corporate office of the Company or through electronic mode, during business hours on working days up to the date of the forthcoming AGM. 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company comprised an optimal mix of Executive and Non-Executive Directors, including Independent Directors, ensuring a diverse blend of skills, experience, and expertise. The detailed composition of the Board forms part of the Corporate Governance Report annexed to this Report.

None of the Directors of the Company are disqualified as per the provisions of Section 164(1) and (2) of the Act. The Directors have made necessary disclosures, as required under various provisions of the Act, and the SEBI Listing Regulations.

I. Directors

i. Retirement by rotation and subsequent re-appointment

Dr. Adarsh Kancharla (DIN: 08302615), Director of the Company is liable to retire by rotation at the forthcoming 28^th AGM and being eligible, seeks re-appointment. For reference of members, a brief profile of Dr. Adarsh Kancharla (DIN: 08302615) is given in the Chapter on Corporate Governance and in the Notice convening the 28^th AGM.

ii. Information u/r 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

As required under regulation 36 (3) of the SEBI Listing Regulations, brief particulars of the Directors seeking appointment/re-appointments are mentioned in the explanatory statement to the notice of the AGM forming part of this Report.

iii. Declaration by independent directors on annual basis

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board has taken on record the said declarations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Familiarization program for independent

directors:

Pursuant to Regulation 25 of the SEBI Listing Regulations, the Company familiarises its Independent Directors with their roles, rights and responsibilities, as well as with the Companys business and operations, both upon induction and on a regular basis. Moreover, Directors are frequently updated, inter-alia, on business strategies and performance, management

structure and key initiatives of the business at each Board Meeting. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link: https://d31scedd5hpubp.cloudfront.net/

investor_files/Familiarisation_Programme_for_ Independent_Directors_-_FY_2025-26.pdf .

II. Key Managerial Personnel

In accordance with the provisions of Section 2(51), 203 of the Act 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, 2026.

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

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

3. Mr. Abrarali Dalal - Chief Executive Officer;

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

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

During the year under review, pursuant to the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors in its meeting held on November 13, 2025, appointed Mr. Abrarali Dalal as the Chief Executive Officer (Key Managerial Personnel) of the Company with effect from January 20, 2026.

During the year under review, there were no resignations of the Key Managerial Personnel.

15. BOARDS EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual performance evaluation of its own performance, that of its Committees, Individual Directors, the Chairman, Executive Directors and Committee Chairpersons for the Financial Year 2025-26.

The evaluation was facilitated through a structured digital platform administered by an independent external agency with expertise in board evaluations. The process was conducted on an anonymous basis to encourage objective and candid feedback. A comprehensive evaluation framework approved by the Nomination and Remuneration Committee ("NRC") was adopted, covering qualitative and quantitative parameters relevant to the roles and responsibilities of the Board, its Committees and individual members.

The evaluation of the Board and Individual Directors was based on various parameters, including strategic oversight, governance and compliance, contribution to Board deliberations, preparedness and participation in meetings, independence of judgement, leadership, integrity, stakeholder focus and commitment to the Companys values. The performance of each Committee was assessed with reference to its charter, effectiveness in discharging its responsibilities and contribution to the overall governance framework of the Company.

In addition to the above, the performance of Committee Chairpersons was separately evaluated based on their effectiveness in leading committee proceedings, driving agenda outcomes, facilitating constructive discussions and ensuring fulfilment of the respective committees mandate. The evaluation process also enabled benchmarking of performance through overall evaluation scores and identification of areas for continuous improvement.

The Board noted the outcomes of the evaluation exercise and was satisfied with its overall effectiveness, the functioning of its Committees and the contributions made by individual Directors in discharging their duties and responsibilities.

The Independent Directors, at their separate meeting held on March 28, 2026, reviewed the performance of the Chairman, Non-Independent Directors and the Board as a whole, considering the views of Executive Directors and Non-Executive Directors. The Independent Directors also assessed the quality, content and timeliness of information flow between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In compliance with the provisions of Section 178 of the Act and and Regulation 19 of the SEBI Listing Regulations, 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 Nomination and Remuneration Policy of the Company 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.

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

17. MEETINGS OF THE BOARD AND ITS COMMITTEES

Six meetings of the Board were held during the year under review. The necessary quorum was present for all the meetings. The maximum interval between any two Board meetings did not exceed 120 days.

The details of the meetings and composition of the Board and Committees of the Board is detailed under Corporate Governance Report forming part of this Report.

18. DIRECTORS RESPONSIBILITY STATEMENT

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

I. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, 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, 2026 and of the profit of the Company for the Financial Year ended March 31, 2026;

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.

19. AUDIT COMMITTEE

The Audit Committee performs the roles and functions as mandated under the Act, the SEBI Regulations and such other matters as prescribed by the Board from time to time.

All the members of the Audit Committee are Independent Directors and possess strong accounting and financial management expertise.

The composition of the Audit Committee is given below:

Name	Designation
Mr. Santanu Mukherjee	Chairperson
Mr. Aluri Srinivasa Rao	Member
Dr. Anil Dhawan	Member
Ms. Sundari R. Pisupati	Member

The extract of terms of reference of the Audit Committee, attendance at its meetings and other details are provided in the Corporate Governance Report, which forms part of this Report.

20. AUDITORS AND AUDITORS REPORT

I. Statutory Auditors

M/s. S.R. Batliboi & Associates LLP,

Chartered Accountants (Firm Registration No. 101049W/ E300004), were appointed as the Statutory Auditors of the Company for a term of 5 (five) years i.e., from the conclusion of 25^th AGM of the Company which was held on June 29, 2023 till the conclusion of 30^th AGM of the Company.

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

The Auditors Report for the Financial Year ended March 31, 2026, does not contain any qualification, reservation or adverse remark, etc. Further, the Auditors Report read along with notes to accounts is self-explanatory and therefore does not call for further comments.

II. Secretarial Auditors

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, Mr. K.V.S. Subramanyam, a peer reviewed Company Secretary in practice (CP No. 4815), was appointed as the Secretarial Auditor of the Company, for conducting the Secretarial Audit of the Company, for a term of five consecutive years from the Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 is annexed herewith as Annexure - 4 and forms an integral part of this 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 Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

Additionally, in compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the FY 2025-26, issued by Mr. K.V.S. Subramanyam, Secretarial Auditor

of the Company, was timely filed with the stock exchanges. This report pertains to the Companys adherence to the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, and the Rules, Regulations, Circulars, and Guidelines issued thereunder, as applicable. The Annual Secretarial Compliance Report is available on the Companys website and can be accessed at the weblink: https://d31scedd5hpubp.cloudfront.net/ investor_files/Annual_Secretarial_Compliance_ Report_-_FY_2025-26.pdf

III. Cost Records and Cost Auditors

In terms of the Section 148 of the Act 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 2025-26.

During the year under review, M/s. Lavanya and Associates LLP (formerly known as M/s. Lavanya & Associates) were appointed as the Cost Auditors of the Company for the FY 2025-26. The Cost Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

Further, the Board of Directors on the basis of recommendations from Audit Committee, in its meeting held on May 23, 2026, has re-appointed M/s. Lavanya and Associates LLP as the Cost Auditors of the Company for the Financial Year 2026-27 at a fee of 2,20,000/- (Rupees Two Lakh and Twenty Thousand Only) plus applicable taxes and out-of-pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing AGM, the resolution for which is set in the Notice of AGM for approval of the shareholders.

21. ANNUAL RETURN

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

22. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Act and the SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at

https://d31scedd5hpubp.cloudfront.net/investor_

files/Policy_on_Materiality_and_Dealing_with_Related_

Party_TransactionsFEB2025.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties or between the subsidiary companies and their 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 such transactions of the Company with its related parties were placed before the Audit Committee for review against pre-approval on quarterly basis.

All related party transaction entered during the year were in Ordinary Course of the Business and on arms length basis and in compliance with the provisions of the Act, the SEBI Listing Regulations and the Policy. 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.

The disclosures pertaining to the related party transactions, in accordance with Ind AS-24, have been provided under Note No. 2.31 of the standalone financial statements and the consolidated financial statements.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Act have been disclosed in the financial statements, which forms part of this Report.

24. RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Company has a process of periodic reporting to the Risk Management Committee. The Risk Management Committee oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks being faced by the Company. The Audit Committee has additional oversight in the area of financial risk and controls.

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

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In compliance with the provisions of section 177 of the Act and Regulation 22 of the 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:// d31scedd5hpubp.cloudfront.net/investor_files/ Whistle%20Blower%20Policy.pdf

26. CORPORATE SOCIAL RESPONSIBILITY

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The Company has a Board-level Committee, namely, CSR & ESG Committee. As on March 31, 2026, the Committee consists of Dr. Anil Dhawan, Mr. Santanu Mukherjee, Ms. Sundari R Pisupati, Dr. Ramesh Kancharla, Dr. Dinesh Kumar Chirla, and Dr. Adarsh Kancharla.

The Annual Report on CSR activities for the year under review is set out in Annexure - 5 of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the Companys website at https:// d31scedd5hpubp.cloudfront.net/investor_files/CSR_ Policy.pdf

The details of the CSR & ESG Committee are provided in the Corporate Governance report, which 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

Pursuant to the requirements of Regulation 34(2)

(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI circulars, the Company has prepared the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from environment, social and governance perspective for the Financial Year under review which forms part of this Report.

Further, the Company has obtained reasonable assurance on the BRSR Core parameters from an independent assurance provider, M/s. Adwin Advisory Private Limited.

The BRSR Report along with the BRSR Core Assurance Report, forms part of this Annual Report and is also available on the website of the Company which can be accessed at https://www.rainbowhospitals.in/ investors-relations/annual-reports and the stock exchange(s) where the equity shares of the Company are listed.

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 Report.

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

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

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

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

The Company conducts sessions for employees to build awareness among employees about the Policy

and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the year under review, no complaints of sexual harassment were reported to the Committee, nor were any disposed of. Accordingly, no complaints were pending at the beginning or at the close of the Financial Year, nor were any complaints pending for a period exceeding 90 days during the year.

The requisite details mandated by POSH are provided in the Corporate Governance Report, which is part of this Annual Report.

31. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to- work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are furnished below:

A. Conservation of Energy:

Your Company continues to focus on energy conservation, operational efficiency and sustainable practices across its facilities through adoption of energy-efficient technologies and renewable energy initiatives.

I. Steps taken or impact on conservation of energy:

The following measures were undertaken during the year under review:

(i) Commissioning of rooftop solar power systems across various facilities.

(ii) Procurement of green power through open access and third-party renewable energy arrangements.

(iii) Installation of Variable Frequency Drives (VFDs) for optimization of energy consumption in operations.

(iv) Upgradation to energy-efficient LED lighting systems across units.

(v) Installation of AHUs integrated with VRV systems for efficient HVAC operations.

(vi) Increased usage of heat pumps and solar water heaters for reduction in conventional energy consumption.

(vii) Installation of motion sensors for lighting controls to minimize energy wastage.

(viii) Deployment of IoT-based Building Management Systems (BMS) for monitoring and optimizing HVAC efficiency.

II. Impact of Measures:

The above initiatives have contributed towards reduction in energy consumption, improvement in operational efficiency and optimization of energy costs, while supporting the Companys sustainability objectives and reduction in greenhouse gas emissions.

III. Capital Investment on Energy conservation Equipment:

During the year under review, the Company incurred capital expenditure of approximately 6,74,38,323 towards energy conservation initiatives including rooftop solar installations, VFD systems, LED lighting upgrades, HVAC efficiency systems and other sustainability-linked infrastructure.

B. Technology Absorption:

I. Efforts made towards technology absorption, adaptation and innovation:

Your Company continued to strengthen its technology and digital infrastructure through implementation of advanced cybersecurity and operational efficiency systems, including:

(i) Implementation of a robust cybersecurity framework with 24x7 Security Operations Centre (SOC) monitoring services.

(ii) Penetration testing, breach and attack simulation exercises and ransomware resiliency testing.

(iii) Deployment of loT-enabled systems for monitoring and optimization of building operations and energy efficiency.

(iv) Adoption of Retrofit Emission Control Devices (RECD) for reduction of particulate emissions and greenhouse gas impact.

II. Benefits derived from the above efforts:

The above initiatives have enhanced protection of sensitive information assets, strengthened cybersecurity resilience, enabled compliance with applicable regulatory and security standards, improved operational stability and supported the Companys digital transformation and ESG objectives.

III. Details of Imported Technology

During the last three years reckoned from the beginning of the Financial Year 2025-26, the Company has not imported any technology.

IV. Expenditure incurred on Research & Development

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

C. Foreign exchange earnings and outgo

Particulars	Amount ( in Million)
1 Foreign Exchange Earnings	20.07
2 Foreign Exchange Outgo	52.32

33. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the 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.

The Audit Committee periodically reviews the adequacy of these systems through independent evaluations conducted by the Internal Auditors and through managements rigorous "Internal Control over Financial Reporting" self-assessment process. Based on the results of management reviews, independent audits and the Audit Committee review, the Board is of the opinion that the internal financial controls were adequate and operating effectively

throughout the Financial Year ended March 31, 2026. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

During the Financial Year 2025-26, such controls were tested and no reportable material weakness in the design or operation was observed.

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

34. BOARD POLICIES

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the SEBI Listing Regulations can be accessed at the website of the Company at https://www.rainbowhospitals.in/investors-relations/ policies-and-programs.

35. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:

No proceedings are initiated / pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at March 31, 2026.

36. 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.

37. 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.

38. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”) as required under Section 118(10) of the Act and such systems are adequate and operating effectively.

During the FY 2025-26, the Company adhered to the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to “Meetings of the Board of Directors” and “General Meetings” issued by the ICSI.

39. POLICY ON BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will

leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, global business, leadership, technology, mergers & acquisitions, Board service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk and cybersecurity and other domains, which will ensure that the Company retains its competitive advantage. The Nomination & Remuneration Policy, adopted by the Board, sets out the Companys approach to Board Diversity. The Nomination and Remuneration Committee sets the parameters on which the assessment of the board composition on behalf of the board to be conducted and recommends the appointment of new Directors and Senior Management Personnel. The committee also oversees the conduct of the annual review of board effectiveness.

40. OTHER DISCLOSURES

During the year under review: -

i. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

ii. Except as disclosed in this report and the financials of the Company, there was no issue of shares (including sweat equity shares) to employees of the Company under any other scheme.

iii. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iv. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

v. The Company does not have any shares in unclaimed suspense demat account.

41. 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 commitment and dedicated services of the employees.

For and on behalf of Board of Directors

Dr. Ramesh Kancharla

Chairman and Managing Director

DIN:00212270

Place: Hyderabad

Date: May 23, 2026