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Rainbow Children's Medicare Limited — Proxy Solicitation & Information Statement 2025
Aug 28, 2025
62681_rns_2025-08-28_8ccd9dd7-0ae0-44ad-9dd6-7c2abe2e0e34.pdf
Proxy Solicitation & Information Statement
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August 28, 2025
National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051. Symbol: RAINBOW
BSE Limited Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001. Scrip Code: 543524
Sub: Postal Ballot Notice.
Ref: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”)
Dear Sir/ Madam,
Pursuant to Regulation 30 of SEBI LODR Regulations, please find enclosed herewith Postal Ballot Notice dated August 11, 2025 (“ Notice ”) together with the Explanatory Statement thereto seeking approval of the Shareholders for “ Approval for giving loans under Section 185 of the Companies Act, 2013 ” through Postal Ballot by remote e-voting only.
In pursuance of the relevant Circular(s) issued by the Ministry of Corporate Affairs, the Notice is being sent only through electronic mode to the Shareholders of the Company whose email id’s are registered with the Company/ Depositories as on Friday, August 22, 2025 (“ Cut-Off Date ”).
The Postal Ballot Notice is also available on the website of the Company at www.rainbowhospitals.in and on the website of NSDL at www.evoting.nsdl.com.
The remote e-voting will commence from Friday, August 29, 2025 (9:00 AM. IST) and will end on Saturday, September 27, 2025 (5:00 PM. IST). The results of the Postal Ballot will be announced on or before Tuesday, September 30, 2025.
We request you to kindly take the same on record.
Thanking You,
Yours Faithfully,
For Rainbow Children’s Medicare Limited
Shreya Digitally signed by Shreya Mitra Mitra Date: 2025.08.28 16:49:49 +05'30' Shreya Mitra Company Secretary and Compliance Officer
Encl: As above
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RAINBOW CHILDREN’S MEDICARE LIMITED
Corporate Identity Number: L85110TG1998PLC029914
Regd. Office : 8-2-120/103/1, Survey No. 403, Road No. 2, Banjara Hills, Hyderabad – 500034, Telangana.
Corporate Office: 8-2-19/1/A, Daulet Arcade, Road No. 11, Banjara Hills, Hyderabad - 500034, Telangana.
Website: www.rainbowhospitals.in; E-Mail : [email protected] Telephone No: +91 40 49692244
Postal Ballot Notice
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Timelines
E-Voting Begins Friday, August 29, 2025 at 09:00 A.M.
E-Voting Ends Saturday, September 27, 2025 at 05:00 P.M.
Announcement of Voting Result On or before Tuesday, September 30, 2025
S. No. Particulars of Resolution Type of
Resolution
1. Approval for giving loans under Section 185 of the Companies Special
Act, 2013
S. No. Index Section Page No.
1. Postal Ballot Notice 2 – 3
2. Notes 4 – 6
3. Voting Instructions 7 – 15
4. Explanatory Statement 16 - 17
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Postal Ballot Notice
[Pursuant to Section 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and relevant circulars issued by Ministry of Corporate Affairs]
Dear Shareholder(s),
NOTICE is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 (“ the Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (“ the SS-2 ”), read with General Circular Nos. 14/ 2020 dated April 8, 2020, 17/ 2020 dated April 13, 2020, and subsequent circulars issued in this regard, latest being 09/ 2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (“ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”) and other applicable laws, rules and regulations, that the resolutions as set out in this notice, are proposed to be passed by the shareholders through postal ballot by remote e-voting only ( “remote e-voting/ e-voting” ).
Further, in compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot.
SPECIAL BUSINESS:
Item No. 1:
Approval for giving loans under Section 185 of the Companies Act, 2013.
To consider and if thought fit, to pass the following resolution as a Special Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read with Rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the provisions of the Memorandum and Articles of Association of the Company and as recommended by the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter called ‘the Board ’ which term shall be deemed to have include any Committee
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which Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), to advance any loan(s) including any loan represented by a book debt and/or give any guarantee(s) and/or provide any security(ies) in connection with any Financial assistance/ loan taken/ to be taken and/or credit facilities availed/ to be availed by the following Companies ( “Borrowing Companies” ), in one or more tranches, in which certain Directors of the Company are interested upto an amount not exceeding in aggregate Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only), on such terms and conditions as the Board of Directors may deem beneficial in their absolute discretion and in the best interest of the Company in the following manner, provided that such loans is/are utilized by the borrowing Companies for their respective principal business activities:
1. Rainbow Speciality Hospitals Private Limited
2. Prashanthi Medicare Private Limited
3. Pratiksha Women & Child Care Hospital Private Limited
RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds, matters, and things as, in its absolute discretion, may be considered necessary, expedient or desirable and to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution or otherwise considered by the Board of Directors to be in the interest of the Company.
By Order of the Board
For Rainbow Children’s Medicare Limited
Shreya Mitra
Company Secretary and Compliance Officer M. No: A54901
Date: August 11, 2025
Place: Hyderabad
Registered Office:
8-2-120/103/1, Survey No. 403, Road No. 2,
Banjara Hills, Hyderabad – 500034, Telangana.
CIN : L85110TG1998PLC029914; E-Mail: [email protected] Website: www.rainbowhospitals.in; Telephone No : +91 40 49692244
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Notes:
1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“ the Act ”) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and other applicable provisions, if any, setting out material facts and reasons relating to the aforesaid resolutions, is annexed hereto and forms part of this Postal Ballot Notice (“Notice”) .
2. In compliance with the aforesaid provisions and the MCA Circulars, this Notice is being sent only through electronic mode to all its shareholders whose email addresses are registered with the Company/ Registrar & Share Transfer Agent (“ RTA ”) or Depositories as on Friday, August 22, 2025, (“ Cut-off date ”) and the communication to assent/ dissent of the shareholders on the resolutions proposed in this Notice will only take place through the remote e voting system. If your email address is not registered with the Company/ RTA /Depositories, please follow the process as mentioned hereinafter. Any member seeking the electronic copy of this notice may also write to us at [email protected].
3. The Members, whose names appear in the Register of Members/ List of Beneficial Owners as on the cut-off date will only be entitled to vote on the Resolutions set forth in this Notice. The voting right of members shall be in proportion to their share in the paidup equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
4. The Notice will also be available on the website, of the Company at www.rainbowhospitals.in, on the website of NSDL at www.evoting.nsdl.com and on the websites of the stock exchanges i.e., BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.
5. All relevant documents referred to in this Notice will be open/ available for inspection through electronic mode for the Members of the Company during working hours on all working days upto and including the last day for remote e-Voting i.e., Saturday, September 27, 2025. Any member seeking to inspect the documents can send an e-mail to [email protected] with subject line “ Inspection of Documents ” from their registered email address mentioning their Name, Folio Number/ DP ID & Client ID.
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6. In compliance with the MCA Circulars, Section 108 and 110 of the Act read with the Rules made thereunder and Regulation 44 of the SEBI LODR Regulations read with the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, as amended ( “SEBI Master Circular” ) and SS-2 and any amendments thereto, the Company is providing remote e-voting facility to seek the approval of Members of the Company for the resolutions contained in this Notice. For this purpose, the Company has entered into an agreement with NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically (hereinafter referred to as the “ remote e-Voting/ e-Voting ”). The instructions for e-voting are provided as part of this Notice, the members are requested to read the e-voting instructions as given hereinafter carefully before casting their vote.
7. The remote e-voting period begins on Friday, August 29, 2025, at 9:00 A.M. and ends on Saturday, September 27, 2025, at 5:00 P.M. The remote e-voting facility will be disabled by NSDL immediately thereafter and voting shall not be allowed beyond the said time and date. Once the vote on the resolution is cast by the Members, they shall not be allowed to change it subsequently or cast their vote again.
8. The Board of Directors (“the Board ”) of the Company have appointed Mr. K.V.S. Subramanyam (CP No. 4815) failing him Ms. Soumya Dafthardar (CP No. 13199), Practicing Company Secretaries and Designated Partners of M/s. KVSS & CO. LLP (Formerly BS and Co LLP), a Practicing Company Secretary Firm, as Scrutinizer to scrutinise the remote e-voting process in a fair and transparent manner.
9. Upon completion of the scrutiny of the votes cast, the Scrutinizer will submit their report to the Chairperson of the Company or any other person authorized by him not later than two (2) working days from the conclusion of e-voting.
10. The results of e-voting will be announced, by the Chairperson of the Company or by any other person authorized by Chairperson in that behalf, on or before Tuesday, September 30, 2025, and the same will be placed on the Company’s website at www.rainbowhospitals.in and on the website of NSDL at www.evoting.nsdl.com. The results shall also be communicated to the Stock Exchanges i.e., BSE and NSE at www.bseindia.com & www.nseindia.com respectively. Such results shall also be displayed at the Registered as well as Corporate Offices of the Company.
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11. The resolutions, if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the shareholders convened in that behalf and shall also be deemed to have been passed on the last date of the remote e-voting process i.e., Saturday, September 27, 2025.
12. All documents referred to in the Notice and Explanatory Statement are available for inspection by the shareholders at the Registered Office of the Company as well as electronically on all working days except Saturdays, Sundays and National Holidays between 11:00 A.M. (IST) and 1:00 P.M. (IST) from the date of dispatch of the Notice up to the last date of remote e-voting i.e. Saturday, September 27, 2025. Any Member interested in inspection may write to [email protected]
13. Shareholders who are holding shares in physical/electronic form and their e-mail addresses are not registered with the Company/their respective Depository Participants, are requested to register their e-mail addresses at the earliest by sending scanned copy of a duly signed letter by the Member(s) mentioning their name, complete address, folio number, number of shares held with the Company along with self-attested scanned copy of the PAN Card and self-attested scanned copy of any one of the following documents viz., Aadhar Card, Driving License, Election Card, Passport, utility bill or any other Govt. document in support of the address proof of the Member as registered with the Company for receiving this Notice by email to [email protected]. Shareholders holding shares in demat form can update their email address with their Depository Participants.
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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “ Two Steps ” which are mentioned below:
Step 1: Access to the NSDL e-voting system.
Step 2: Cast your vote electronically on NSDL e-voting system.
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in demat mode.
- In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
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Type of Login Method
shareholders
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| shareholders | |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1.For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
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2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
| 3. 4. 5. |
If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e., NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/ Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned |
|---|---|
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below for seamless voting experience.
Individual 1. Users who have opted for CDSL Easi/ Easiest facility, can login
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| Individual | 1.Users who have opted for CDSL Easi/ Easiest facility, can login |
|---|---|
| Shareholders holding securities in demat mode with CDSL. |
through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi/ Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2.After successful login, the Easi/ Easiest user will be able to see the e-Voting option for eligible companies where the e- voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3.If the user is not registered for Easi/ Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4.Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be able to see the e-Voting |
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option where the e-Voting is in progress and also able to directly
access the system of all e-Voting Service Providers.
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| access the system of all e-Voting Service Providers. | |
|---|---|
| Individual Shareholders (holding securities in demat mode) login through their depository participants. |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/ CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000. |
| Individual Shareholders holding securities in demat mode with CDSL. |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800- 21-09911. |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/ OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below:
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Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares 8 Character DP ID followed by 8 Digit Client ID
in demat account with NSDL.
For example if your DP ID is IN300 and Client
ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares 16 Digit Beneficiary ID
in demat account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio Number
Physical Form. registered with the company
For example if folio number is 001 and EVEN
is 101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered. 6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders:
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] . Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter, etc. by clicking on “Upload Board Resolution/ Authority Letter” displayed under “e-Voting” tab in their login.
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2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or send a request at [email protected] or contact Ms. Prajakta Pawle, Executive , NSDL at [email protected] or call on.: 022 - 4886 7000 or write at NSDL, T301, 3[rd] Floor, Naman Chambers, G Block, Plot No- C-32, Bandra Kurla Complex, Bandra East, Mumbai – 400051.
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login -
method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .
3. Alternatively shareholder/ members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
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INFORMATION AT A GLANCE
| Particulars | Details | |
|---|---|---|
| Cut-off date for E-voting | Friday, August 22, 2025 | |
| E-voting start time and date | Friday, August 29, 2025 at 9:00 A.M. | |
| E-voting end time and date | Saturday, September 27, 2025 at 5:00 P.M. | |
| E-voting website | https://www.evoting.nsdl.com/ | |
| Name, address and contact details of e-voting service provider and person responsible to address the grievances connected with facility for voting by electronic means |
Ms. Prajakta Pawle, Executive, NSDL at [email protected]. Address:T301, 3rdFloor, Naman Chambers, G Block, Plot No- C-32, Bandra Kurla Complex, Bandra East, Mumbai - 400051. Contact Details.:022 - 4886 7000 |
|
| Name, address and contact details of Registrar and Transfer Agent |
Mr. Sashidhar S Mannava, Vice President and Mr. Balaji Reddy, Senior Manager, KFin Technologies Limited (formerly known as KFin Technologies Private Limited) Address:Selenium, Tower-B Plot 31 and 32, Financial District Nanakramguda, Serilingampally Hyderabad, Rangareddi-500 032, Telangana, India. Contact Details:18003094001 |
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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No. 1
As per Section 185 of the Companies Act, 2013 (the “ Act ”), a company may advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the Director of the Company is interested, subject to the condition that:
(a) a Special Resolution is passed by the company in general meeting, and
(b) the loans are utilised by the borrowing company(ies) for its principal business activities.
Any person in whom any of the Director of the Company is interested means:
(a) any Private Company of which any such director is a director or member,
(b) any body corporate at a general meeting of which not less than twenty-five per cent of the total voting power may be exercised or controlled by any such director, or by two or more such directors, together; or
(c) anybody corporate, the Board of directors, managing director or manager, whereof is accustomed to act in accordance with the directions or instructions of the Board, or of any director or directors, of the lending Company.
The Company is expected to render support by way of advancing loans, including any loan represented by a book debt, or by giving guarantees or providing security in connection with the loans taken by the following companies (hereinafter referred to as the “ Borrowing Companies ”) in which certain Directors of the Company are interested, and the proposed financial assistance is intended to meet the growing business requirements of these companies, including expansion, working capital needs, and other requirements related to their principal business activities:
1. Rainbow Speciality Hospitals Private Limited,
2. Prashanthi Medicare Private Limited, and
3. Pratiksha Women & Child Care Hospital Private Limited
The Members to take note that M/s. Rainbow Speciality Hospitals Private Limited and M/s. Prashanthi Medicare Private Limited are existing subsidiaries of the Company. Further, the Board of Directors, at their meeting held on August 11, 2025, approved the execution of a Securities Subscription Agreement and Shareholders’ Agreement for the acquisition of 76%
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of the fully diluted equity share capital and 100% of the Non-Convertible Redeemable Preference Shares (“ NCRPS ”) of M/s. Pratiksha Women & Child Care Private Limited. Consequently, the said company will also become a subsidiary of the Company.
Pursuant to the said provisions of the Act, the Board of Directors, at their meeting held on August 11, 2025, approved the proposal, subject to Members approval, to provide financial assistance as above and recommends the Special Resolution set out at Item No. 1 of this Notice for approval by the shareholders.
Save and except the Directors holding position of Directorship and extent of their shareholding in the borrowing Companies, none of the other Directors, Key Managerial Personnel, or their relatives are, in any manner, financially or otherwise, concerned or interested in the Special Resolution set out as item No. 1 of the Notice.
By Order of the Board
For Rainbow Children’s Medicare Limited
Shreya Mitra
Company Secretary and Compliance Officer M. No: A54901
Date: August 11, 2025 Place: Hyderabad
Registered Office:
8-2-120/103/1, Survey No. 403, Road No. 2, Banjara Hills, Hyderabad – 500034, Telangana.
CIN : L85110TG1998PLC029914; E-Mail: [email protected]
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