Rainbow Foundations Ltd

Directorate changes

• Mr. Nitesh Jain appointed Executive Director & CFO, effective 30/09/2026.
• Shareholder approval required at the forthcoming AGM.
• Profile: MBA; real estate and property development expertise; son of Gajraj Jain; brother of Ashish Jain.
• Relation: closely related to Gajraj Jain and Ashish Jain.
• Not debarred by SEBI or stock exchanges.
• Reason: to comply with SEBI LODR 2015.
• Ms. Varsha Namra Paun appointed Independent Director (Non-executive), effective 30/09/2026.
• Period: 5 years from 30/09/2026.
• Condition: approval by shareholders at the ensuing AGM.
• Profile: MBA - Marketing and HR; experience in retail banking, HR, and business management.
• Not related to any director; not debarred.
• Reason: compliance with SEBI LODR 2015.

AGM Details

• AGM held 30 September 2026 at 10:30 AM via VC/OAVM.
• Record date 23 September 2026; 4,749 shareholders on record.
• Nine resolutions were placed before shareholders.

Resolutions and voting outcomes

• Agenda 1 (Ordinary): Adoption of financial statements approved.
• Agenda 2 (Ordinary): Re-appointment of Anop Chand Jain approved.
• Agenda 3 (Special): Nitesh Jain appointed ED & CFO; remuneration approved.
• Agenda 4 (Special): Varsha Namra Paun appointed Independent Director.
• Agenda 5 (Ordinary): Reclassification of Pref Shares to Equity; MOA amended.
• Agenda 6 (Special): Remuneration of Gajraj Jain as Joint MD approved.
• Agenda 7 (Special): Remuneration of Anop Chand Jain as MD approved.
• Agenda 8 (Special): Remuneration of Navin Jain as Director approved.
• Agenda 9 (Special): Increase in remuneration of Ashish Jain approved.

Appointments & capital changes

• Anop Chand Jain reappointed as Managing Director.
• Nitesh Jain appointed Executive Director and Chief Financial Officer.
• Varsha Namra Paun appointed Independent Director.
• Reclassification of authorized share capital from preference to equity.

AGM outcomes

• Adopted Financial Statements including Consolidated Audited Financial Statements.
• Appointed Anop Chand Jain as Director, who retires by rotation and offers himself for re-appointment.
• Appointed Nitesh Jain as Executive Director & CFO, with approved remuneration.
• Appointed Mrs. Varsha Namra Paun as Independent Director (Nonexecutive).
• Approved reclassification of Preference Shares into Equity Shares and amendment to the MOA.
• Approved remuneration of Gajraj Jain as Joint Managing Director.
• Approved remuneration of Anop Chand Jain as Managing Director.
• Approved remuneration of Navin Jain as Director.
• Approved increase in remuneration of Ashish Jain as Director.

AGM details

• Date and mode: 30 September 2026, via video conference.
• Time: 10:30 A.M. to 11:03 A.M.
• Chairperson: Managing Director chaired the meeting.
• Quorum present; proceedings conducted by VC.

Key resolutions

• Adoption of Consolidated Audited Financial Statements (ordinary) — Passed.
• Re-appointment by rotation of a director (ordinary) — Passed.
• Appointment of ED & CFO with remuneration terms approved (ordinary) — Passed.
• Special resolution: appointment to fill vacancy created by former director — Passed.

Director changes

• Director retire-by-rotation noted; eligible for re-appointment.
• Director vacancy filled by appointment to replace former director.

Meeting Details

• Board meeting scheduled for 21 September 2026 at the company's registered office; time not disclosed.

Key Agenda Items

• No agenda items disclosed.

Other Notes

• No other material notes disclosed in this filing.

Financial snapshot

• Total income for FY2025-26: 16,766.21 Lakhs.
• Revenue rose from 15,707.15 to 16,766.21 Lakhs.
• Net profit after tax: 711.68 Lakhs; down from 801.14.
• EPS: Basic 1.43; Diluted 1.43.
• Dividend declared for FY25-26: none.
• Net debt: 64,954.43 Lakhs; gearing 13.09x.
• Total borrowings: 65,235.81 Lakhs; current 51,223.47; non-current 14,012.34.
• Closing cash and cash equivalents: 281.38 Lakhs.
• Current ratio: 1.36x.

Operational scope

• Single operating segment: Property Development; domestic market only.
• Rainbow at a glance: 8.5 million sq ft delivered across projects.
• Revenue from India: 16,675.19 Lakhs; total revenue 16,675.19 Lakhs.
• All operations are within India; no overseas revenue.

Capital structure & debt

• Authorised share capital: Rs 110 crore; issued and paid-up: Rs 49.62 crore.
• Equity share capital: 4,961.79 Lakhs.
• Total debt: 65,235.81 Lakhs; net debt: 64,954.43 Lakhs.
• Gearing: 13.09x; equity base used: 4,961.79 Lakhs.
• Current borrowings: 51,223.47 Lakhs; non-current: 14,012.34 Lakhs.

Cash flows

• Net cash from operating activities: (2,394.63) Lakhs.
• Net cash from financing activities: 3,162.63 Lakhs.
• Net increase in cash and cash equivalents: 116.08 Lakhs; year-end balance 281.38 Lakhs.

Governance & controls

• Board comprises eight directors; four independent; one woman director.
• Statutory auditors: GASM DANSR AND CO; Internal auditor: BKJ & Co LLP.
• Secretarial auditor: Abishek Jain; no qualifications reported.
• Wholly owned subsidiary formed: Rainbow Foundations and Real Estates Private Limited (Feb 2026).

CSR & ESG

• CSR expenditure: 11.45 Lakhs; obligation fulfilled.
• CSR implementing agencies: Adinath Jain Trust and Shree Jain Medical Relief Society.
• CSR policy and projects available on company website.

Outlook & strategic priorities

• Management expects Indian real estate to sustain momentum aided by government measures.
• Regulatory delays and approvals risk project timelines; heightened focus on execution.
• Industry competition and input-cost pressures cited as potential headwinds.

Meeting Details