Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Rainbow Children's Medicare Limited

Meeting Details

The 28th Annual General Meeting was held on Wednesday, July 29, 2026, at 10:00 A.M. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The meeting was conducted in compliance with the Companies Act, 2013 and relevant circulars issued by the Ministry of Corporate Affairs and SEBI.

Total number of shareholders on record date: 90,558

Shareholder attendance:

  • Promoters and Promoter Group through VC: 6
  • Public shareholders through VC: 57

Proposed Resolutions and Implications

The AGM considered 10 resolutions covering:

1. Adoption of audited standalone and consolidated financial statements for FY2025-26

2. Declaration of dividend of ₹3.5 per equity share for FY2025-26

3. Reappointment of Dr. Adarsh Kancharla (DIN: 08302615) as director retiring by rotation

4. Ratification of remuneration payable to Cost Auditors for FY2026-27

5. Reappointment of Dr. Ramesh Kancharla (DIN: 00212270) as Chairman and Managing Director

6. Approval of remuneration payable to Dr. Ramesh Kancharla

7. Reappointment of Dr. Dinesh Kumar Chirla (DIN: 01395841) as Whole-time Director

8. Approval of remuneration payable to Dr. Dinesh Kumar Chirla

9. Reappointment of Mr. Santanu Mukherjee (DIN: 07716452) as Independent Director

10. Reappointment of Ms. Sundari R. Pisupati (DIN: 01908852) as Independent Director

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting period: July 25, 2026 (9:00 A.M.) to July 28, 2026 (5:00 P.M.) via NSDL platform
  • E-voting during the AGM: For members who attended but hadn't voted remotely

The company availed services of National Securities Depository Limited (NSDL) for conducting both remote e-voting and e-voting during the AGM.

Key Voting Outcomes

Overall Participation
  • Total shares outstanding: 10,15,66,639
  • Total votes polled across all resolutions: Approximately 89.46-89.47% of outstanding shares
Resolution-wise Results:

Resolution 1 (Ordinary) - Adoption of Financial Statements

  • Total votes polled: 9,08,65,822 (89.4642% of outstanding)
  • Votes in favor: 9,08,65,795 (100.0000% of votes polled)
  • Votes against: 27 (0.0000% of votes polled)

Resolution 2 (Ordinary) - Dividend Declaration of ₹3.5 per share

  • Total votes polled: 9,08,65,838 (89.4643% of outstanding)
  • Votes in favor: 9,08,65,811 (100.0000% of votes polled)
  • Votes against: 27 (0.0000% of votes polled)

Resolution 3 (Ordinary) - Reappointment of Dr. Adarsh Kancharla

  • Total votes polled: 4,80,32,254 (47.2914% of outstanding)
  • Votes in favor: 3,27,70,151 (68.2253% of votes polled)
  • Votes against: 1,52,62,103 (31.7747% of votes polled)
  • Notable: Public Institutions voted 56.6267% in favor, 43.3733% against

Resolution 4 (Ordinary) - Ratification of Cost Auditor Remuneration

  • Total votes polled: 9,08,65,822 (89.4642% of outstanding)
  • Votes in favor: 9,08,65,665 (99.9998% of votes polled)
  • Votes against: 157 (0.0002% of votes polled)

Resolution 5 (Ordinary) - Reappointment of Dr. Ramesh Kancharla as CMD

  • Total votes polled: 4,80,32,270 (47.2914% of outstanding)
  • Votes in favor: 4,80,31,539 (99.9985% of votes polled)
  • Votes against: 731 (0.0015% of votes polled)

Resolution 6 (Special) - Remuneration of Dr. Ramesh Kancharla

  • Total votes polled: 4,80,32,270 (47.2914% of outstanding)
  • Votes in favor: 4,80,31,539 (99.9985% of votes polled)
  • Votes against: 731 (0.0015% of votes polled)

Resolution 7 (Ordinary) - Reappointment of Dr. Dinesh Kumar Chirla

  • Total votes polled: 8,42,32,523 (82.9333% of outstanding)
  • Votes in favor: 8,42,31,873 (99.9992% of votes polled)
  • Votes against: 650 (0.0008% of votes polled)

Resolution 8 (Special) - Remuneration of Dr. Dinesh Kumar Chirla

  • Total votes polled: 8,42,32,523 (82.9333% of outstanding)
  • Votes in favor: 8,42,31,733 (99.9991% of votes polled)
  • Votes against: 790 (0.0009% of votes polled)

Resolution 9 (Special) - Reappointment of Mr. Santanu Mukherjee

  • Total votes polled: 9,08,65,833 (89.4643% of outstanding)
  • Votes in favor: 8,82,69,426 (97.1426% of votes polled)
  • Votes against: 25,96,407 (2.8574% of votes polled)
  • Notable: Public Institutions voted 92.6229% in favor, 7.3771% against

Resolution 10 (Special) - Reappointment of Ms. Sundari R. Pisupati

  • Total votes polled: 9,08,65,832 (89.4643% of outstanding)
  • Votes in favor: 8,82,39,964 (97.1102% of votes polled)
  • Votes against: 26,25,868 (2.8898% of votes polled)
  • Notable: Public Institutions voted 92.5392% in favor, 7.4608% against

Participation Breakdown by Shareholder Category

Promoter and Promoter Group:

  • Shares held: 5,06,16,873
  • Consistently voted 100% in favor on all resolutions where they participated
  • Lower participation (15.38-86.90%) on director-related resolutions where they had interest

Public Institutions:

  • Shares held: 3,92,20,316
  • Participation rate: 89.71-89.72% across resolutions
  • Showed significant opposition to Dr. Adarsh Kancharla's reappointment (43.37% against)
  • Moderate opposition to independent director reappointments (7.38-7.46% against)

Public Non-Institutions:

  • Shares held: 1,17,29,450
  • Participation rate: 43.16-43.17% across resolutions
  • Generally supportive with over 99.98% approval on most resolutions

Scrutinizer's Role and Findings

KVSS & CO. LLP (formerly BS AND CO LLP) was appointed as scrutinizer, with CS K.V.S. Subramanyam (Membership No: F5400, CP No: 4815) as the designated partner.

Key scrutinizer activities:

  • Verified that shareholders holding shares as of July 22, 2026 (cut-off date) were entitled to vote
  • Monitored the remote e-voting period from July 25-28, 2026
  • Scrutinized e-voting during the AGM on July 29, 2026
  • Unblocked votes in presence of two witnesses (Han Vamshi M and B. Mahesh) at 11:20 A.M. on July 29, 2026
  • Based scrutiny on data downloaded from NSDL e-voting system
  • Confirmed all resolutions passed with requisite majority

Compliance Confirmation

The company confirmed compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • MCA Circulars including General Circular No. 14/2020 and General Circular No. 3/2025
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024