Rays of Belief Limited

This section primarily provides context regarding the industry and economic outlook, drawing data from the CARE Report. It details projections for global economic growth, trends in Indian GDP growth, and the impact of geopolitical tensions, particularly concerning energy imports through the Strait of Hormuz. Furthermore, it outlines the resilience of the Indian economy and provides data on sectoral growth and per capita State Domestic Product (SDP) across various Indian states.

This section primarily discusses macroeconomic indicators, inflation trends, and the impact of global and domestic factors on the Indian economy. It details various inflation figures, the RBI's monetary policy stance, and the expected impact of weather conditions and geopolitical tensions on prices. Furthermore, it highlights the resilience of India's economy, the growth of the rural economy, the expansion of the middle class, and the government's policy measures aimed at boosting growth and consumption.

The section provides an overview of Neurodevelopmental Disorders (NDDs), which involve disruptions to typical brain development affecting learning, behavior, memory, and communication. The aetiology is multifactorial, involving prenatal exposure to toxins, illness, trauma, and environmental stressors. Healthcare professionals diagnose these disorders using various screening and testing methods, and treatments include specialized interventions, pharmacological treatments, and assistive technologies. Key market drivers include the growing prevalence of genetic mutations, increased public awareness, and advancements in diagnostic tools, which are leading to demand for personalized and integrated treatment plans.

The text details various therapeutic and supportive interventions for different conditions, including alternative therapies like dietary interventions, neurofeedback, and animal-assisted therapy. It also covers supportive therapies for specific disorders such as Cerebral Palsy, Down Syndrome, and Intellectual Disabilities, involving physical therapy, speech therapy, and various interventions. Furthermore, the text discusses psychotherapy and counselling techniques like Cognitive Behavioural Therapy (CBT) and Play Therapy, as well as family interventions, including parent training and counselling, to help manage emotional and behavioral aspects of neurodevelopmental disorders. It also outlines the role of school tie-ups for early intervention and diagnosis, and provides an overview of the market trend for Autism Spectrum Disorder (ASD) in India, noting factors contributing to the rising number of cases.

The provided text details various therapies and treatments for Autism Spectrum Disorder (ASD), including Behavioural Therapy, Speech and Language Therapy, Occupational Therapy, Social Skills Training, and Sensory Integration Therapy. It also mentions that some medications can manage associated symptoms like anxiety or hyperactivity. Furthermore, the text discusses the market size trend for ASD therapies in India, showing a significant growth projection. Separately, it covers Attention-Deficit/Hyperactivity Disorder (ADHD), detailing its causes, symptoms categorized into inattention, hyperactivity, and impulsivity, and various diagnostic criteria. It also outlines available treatments for ADHD, which include medication, psychotherapy, education, and lifestyle adjustments.

The provided text details various therapeutic and support strategies for different types of developmental delays, including those related to ADHD and Developmental Delay (DD). Treatments for ADHD include non-stimulants, behavioral therapies like CBT and parent training, educational support such as IEPs, and lifestyle approaches like exercise, nutrition, and mindfulness. For DD, delays can affect motor skills, language, cognitive development, social and emotional skills, and adaptive skills. Treatments for DD encompass speech, physical, occupational, and developmental therapies, along with genetic counselling, depending on the specific nature and severity of the delay.

The provided text discusses market trends and diagnostic aspects related to speech and neurodevelopmental disorders in India. It details the growth projections for the Indian speech disorder market, driven by increased awareness and diagnostic advancements. Furthermore, it outlines various types of speech disorders, the causes and risk factors, different types of disorders, and the methods available for treatment, including therapy, assistive tools, medications, and psychological support.

This section details market trends for various developmental and neurological disorders in India, including Developmental Delay (GDD), Cerebral Palsy (CP), Down Syndrome (DS), Intellectual Disability (ID), Communication Disorders (CD), and Specific Learning Disorders (SLD). The text provides projections for the growth rates and market sizes of these conditions over various future periods, based on historical case numbers and market values.

The market for SLD therapy is projected to grow significantly, with estimates showing a substantial increase in market size over the next decade. Motor Disorders (MD) cases in India are also expected to rise, reflecting a growing need for therapeutic interventions. The regulatory environment for neurodevelopmental disorders (NDDs) in India is described as evolving, with gaps in standardized protocols and limited specialized resources compared to more mature regulatory systems in countries like the US. Various government bodies and policies exist to address disability welfare, but challenges persist regarding the equitable distribution of services and the shortage of trained professionals.

Rays of Belief Ltd is a For-Profit Social Enterprise that provides intervention plans for children with Neurodevelopmental Disorders (NDDs), including Autism Spectrum Disorder (ASD), ADHD, Down Syndrome (DS), Cerebral Palsy (CP), Intellectual Disability (ID), Learning Disabilities (LD), and Global Developmental Delays (GDD). The company has served over 58,000 children since commencing operations in 2018, with over 2,500 active children enrolled as of March 31, 2026. Services cater to children from 18 months up to 12 years, with specialized programs for older children focusing on vocational and life skills. The company offers a multidisciplinary suite of services including early intervention, parental guidance, occupational therapy, language therapy, and family support, supported by teaching tools in centres and home-based learning kits. The company ranks first in India for offering NDD intervention plans and seventh globally among listed players in a similar behavioral health domain.

The provided text presents various Key Performance Indicators (KPIs) and financial data for several comparable companies in the behavioural health domain, including Acadia Healthcare, LifeStance Health, Universal Health Services, BrightSpring Health Services, Addus HomeCare, and Humana AB. The data includes metrics such as revenue from operations, EBITDA, PAT, debt, equity/net worth, and revenue growth rates across different fiscal years. The text also provides context on the market comparison, noting the absence of directly comparable Indian listed companies and providing details on global players in the broader behaviour health sector.

The company is a For-Profit Social Enterprise that provides personalized intervention plans for children with Neurodevelopmental Disorders (NDDs), which include conditions such as Autism Spectrum Disorder, ADHD, Down Syndrome, Cerebral Palsy, Intellectual Disability, Learning Disabilities, and Global Developmental Delays. The company's intervention plans aim to empower parents and families to act as co-therapists in their child's developmental journey. The company ranks first in India in offering these intervention plans and seventh globally among similar players. The company has expanded its operations, scaling from 71 centres in Fiscal 2023 to 136 centres as of March 31, 2026, spread across 57 cities in India. The company has also acquired centres in the USA to expand its behavioral health services there.

The company provides intervention plans for children with various neurodevelopmental disorders (NDDs) such as autism, ADHD, and developmental delays. The company ranks first in India for offering such intervention plans and is seventh globally among similar players. The company has expanded its operations significantly, scaling from 71 centres in Fiscal 2024 to 136 centres by March 31, 2026, spread across 57 cities in 20 states and union territories. The company utilizes various models, including partnerships with licensed professionals and collaborating with schools, to build a wide client base. They have established a presence across all five zones of India and focus on strategic locations to ensure equitable access to therapies.

The company operates as a multi-channel early intervention platform for children with Neurodevelopmental Disorders (NDDs), offering both in-person therapy at centres across India and digital services like virtual consultations and home-delivered customized learning kits. The business model supports families through a 'research online and enrol offline' journey. The company focuses on creating awareness through outreach programs, conducting community engagement, and utilizing digital channels like webinars and WhatsApp groups for support. The core services involve comprehensive, multidisciplinary care tailored to various conditions, and the company maintains a structured operational framework through standardized protocols.

The company offers age-specific and condition-specific programs across various developmental segments, including Early Intervention, Preschool, School-Age, and Adolescent programs, covering a wide range of therapies such as occupational therapy, speech and language therapy, ABA, and special education. The company emphasizes parental guidance and family support programs to empower caregivers in supporting their children's therapeutic journey. The company has partnered with the LEGO Foundation, which contributed funding for initiatives related to providing tools and support for families of neurodivergent children. Services are delivered both in-centre and online, with materials delivered to clients' doorsteps. The company tailors training materials to be culturally relevant, using regional languages and adapting parental training to Indian family structures. The company operates various centre models, including independently managed centres, partnerships with licensed professionals, and collaborations with school campuses.

The company operates a flagship centre, the "COER," which serves as a clinical and research hub for developing and piloting advanced therapeutic models for neurodivergent children. The company plans to establish more such centres and "Upskilling Academies." The company also provides various services to entities based in Singapore and the US, including developmental kit enhancement and community outreach. The company has entered into agreements with US entities for financial record management, HR services, IT infrastructure support, and marketing activities. The company has classified its operations into five zones in India and has a significant plan for new centre roll-outs in the coming fiscal years. Furthermore, the company has taken over nine centres previously run as a joint venture and has witnessed growth in its centres in India since March 31, 2024.

The company has received several prestigious awards and recognitions, including the 'Zero Project Award' from the United Nations and recognition from The Economic Times and Times of India for its brand and work. The company's technology infrastructure relies on a cloud-based digital framework for coordination, supported by enterprise platforms for secure communication, and CRM platforms for performance analytics. The company emphasizes strict protocols for information security and data privacy, ensuring compliance with statutory requirements. The marketing strategy is built around the 'Parent Experience Journey,' which involves five sequential phases, including awareness, screening, consultation, therapy, and review/reintegration, to guide families through developmental support.

The company focuses on systematic tracking and refinement of outreach activities based on feedback and engagement metrics to optimize its strategy while maintaining a focus on human connection. Quality control involves standard operating procedures, qualified clinical professionals overseeing the journey, and collecting feedback through parent surveys and direct interaction across five key areas. Environmentally, the company minimizes plastic usage in its therapy kits and plans to integrate green procurement and waste segregation in the future. Socially, the company collaborates with frontline workers like ASHA and ANM to conduct training programs to help identify neurodivergent children and educate families on early intervention and accessing government support systems. The company's governance is underpinned by transparency, accountability, and adherence to legal and corporate structures, including internal policies on various conduct issues. The company holds several intellectual properties, including registered trademarks and proprietary clinical systems, which form the foundation of its care delivery model.

This section primarily outlines various Indian laws and regulations relevant to the company's operations, covering aspects such as contract law, consumer protection, micro, small, and medium enterprise development, and securities market regulations. It details compliance requirements under various SEBI regulations, including those concerning insider trading and fraudulent practices, as well as environmental laws, foreign trade regulations, and taxation laws. Furthermore, it lists numerous labour laws, including those related to equal remuneration, maternity benefits, and various codes that subsume older labour laws, alongside intellectual property laws like trademarks and copyright.

This section details various legal and regulatory frameworks applicable to the company's operations, including data protection laws, labor laws, tax compliance, and regulations concerning foreign interactions. It outlines liabilities under the IT Act for negligence in handling sensitive personal data, the scope of the Digital Personal Data Protection Act, and various laws pertaining to medical practice, healthcare, and employment. Furthermore, it covers federal and state laws regarding anti-bribery, sanctions, and various tax obligations such as withholding taxes and sales/use taxes.

The company, originally incorporated as Rays of Belief Private Limited, underwent several significant corporate transformations, including a name change and conversion to a public limited company. Key milestones include receiving awards, launching various programs and centers, and a major acquisition of Mom’s Belief US Inc. The company's corporate structure involves Carving Futures Pte. Ltd. as the holding company, and it has engaged in material transactions such as the acquisition of assets from Allergy & Immunology Virginia, LLC.

The company currently has one direct subsidiary, Mom’s Belief US Inc., which was incorporated in Delaware, and one Step-Down Subsidiary, Allergy & Immunology Virginia, LLC, incorporated in Virginia. The acquisition of Mom’s Belief US Inc. aimed to achieve geographic diversification into the U.S. healthcare market, expanding services beyond pediatric and neurodevelopmental care into allergy and immunology. No accumulated profits or losses were noted for any subsidiaries as of the date of the financials. The company currently has no joint ventures or associate companies, and none of its subsidiaries are listed on any stock exchange.

This section provides various definitions and abbreviations used throughout the Prospectus. It defines terms related to the company, such as who the 'Company' is, the nature of the issue, and various financial and legal concepts. Key definitions include those for the company's legal identity, the roles of key personnel, the nature of the shares, and the process for the issue, such as the roles of the Lead Managers and the process for allotment.

This section defines various terms related to the issuance process, including different types of bidders, accounts, and agreements. It specifies that the Cut-off Price is finalized in consultation with the BRLM, and details various designated entities such as Designated Branches, Designated CDP Locations, and Designated Intermediaries depending on the type of bid. It also outlines the process for Designated Dates, the parties involved in collecting forms, and the various types of investors like FPIs, NRIs, and Retail Individual Bidders.

This section primarily defines various terms used within the prospectus, covering concepts related to bidding mechanisms, various psychological and medical disorders, and financial metrics. It includes definitions for terms like UPI Mechanism, different types of ADHD, Autism Spectrum Disorder (ASD), Cerebral Palsy (CP), Down Syndrome (DS), and Intellectual Disability (ID). Furthermore, it defines various financial KPIs such as Total Income, EBITDA, PAT, and Return on Equity, as well as Operational KPIs like the number of centres and total number of children served.

This section primarily defines various financial and legal terms used within the prospectus. It includes definitions for terms like 'Net worth', 'PAT Margin', 'PBT margin', and various financial ratios. It also specifies conventions regarding the use of time periods, currency, and the derivation of financial data from restated financial information. Furthermore, it details the sources for industry and market data, including reliance on a report by CARE Analytics and Advisory Private Limited.

This section primarily discusses forward-looking statements, cautioning investors that actual results may differ materially from the expectations outlined in the prospectus due to various risks and uncertainties. These statements are based on current plans, estimates, and expectations, and investors are cautioned against placing undue reliance on them as guarantees of future performance. The text also directs readers to other parts of the prospectus for further discussions regarding factors that could cause actual results to differ from expectations.

This section details the structure of the equity issue, which involves a total of 52,30,000 equity shares with a face value of ₹10 each, aggregating to ₹125.00 Crore. The issue is divided into three main portions: QIB, Non-Institutional, and Retail. Specific provisions exist for allocating shares to Anchor Investors, including reservations for domestic Mutual Funds and Life Insurance Companies/Pension Funds. Furthermore, the text outlines rules regarding the allocation of shares to various bidder categories and the possibility of spill-over allocations between categories.

The provided text details the summary of the Restated Statement of Profit and Loss, showing performance figures for the years ended March 31, 2025, 2024, and 2026. It also presents the Restated Statement of Cash Flows, detailing cash movements from operating, investing, and financing activities. Furthermore, the document includes a summary of the Pro Forma Consolidated Balance Sheet as of March 31, 2025, which outlines the company's assets, equity, and liabilities.

This section details the balance sheet and profit and loss summary for the period ended March 31, 2025, including pro forma adjustments. The balance sheet shows various current and financial liabilities, while the profit and loss statement outlines the income, expenses, and resulting profit for the year. Earnings per equity share are also provided for both basic and diluted shares.

This section details the company's share capital structure, including the authorized, issued, and paid-up capital, as well as a history of various share issuances and transactions. It outlines the authorized share capital, the capital issued before and after a recent issue, and various private placements and rights issues over time. The text also specifies compliance with the Companies Act, 2013, regarding equity share issuance and notes on the determination of issue prices.

The company's promoters currently hold 91.72% of the issued, subscribed, and paid-up share capital, amounting to 1,43,74,264 Equity Shares with a face value of ₹10 each. The section details various transactions involving the promoters' shareholding, including allotments and transfers over time. Furthermore, the company has established requirements for the locking-in of a minimum promoter contribution, which is set at 20% of the fully diluted post-issue equity share capital, and specified lock-in periods for different classes of shares.

The section details the shareholding of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel (SMPs), noting that none of them held Equity Shares as of the prospectus date. It also provides various disclosures regarding the shareholding of major shareholders, including details as of the prospectus date and prior to the prospectus date. Furthermore, the text confirms that no Buy-Back arrangements have been entered into by the company or its directors, and clarifies that the company has not made any public issue or rights issue since its incorporation, except as disclosed in the Capital Structure history. Finally, it states that as of the prospectus date, no Equity Shares held by Promoters or members of the Promoter Group were pledged or otherwise encumbered.

The issue involves the sale of Equity Shares aggregating up to ₹125.00 Crore, with a portion of the funds raised through a Pre-IPO Placement. The net proceeds from the issue are estimated at ₹114.69 Crore after deducting issue-related expenses. These proceeds are intended for various objects, including funding capital expenditure for new centres, lease payments for existing centres, investment in a subsidiary, funding for brand awareness, and funding for inorganic growth. The deployment of these funds is structured over a three-year period, aiming to establish 190 Company Learning Centres and other facilities across India.

The Board approved a proposal for capital expenditure for new centres across the next three fiscal years. The company operates through various centre models, including wholly established Company Learning Centres, partnerships with Licensed Professionals, collaborations with existing educational institutions, hubs for research, and an in-house training academy. The company plans to expand its presence across India by opening new centres in various tiers of cities. The utilization of funds is detailed, with a significant portion allocated towards fit-outs for new centres.

The company initiates the identification process for Licensed Professionals approximately three months before planned centre inaugurations, involving screening and due diligence to ensure alignment with quality standards. The company maintains an ongoing pipeline of potential Licensed Professionals to facilitate timely appointments for new centres. Details of capital expenditure for establishing 'Company Learning Centres' are provided across different fiscal years and city tiers. Furthermore, the company intends to use the net proceeds from the issue for expanding its 'School Collaboration Centres'.

This section details the proposed use of funds for various company expansions, including setting up Centres of Excellence and Research (COERs) and Upskilling Academies. For COERs, the company intends to utilize up to ₹2.45 Crore towards establishing three new centres across Tier 1 cities, with plans to expand to three locations in total. For Upskilling Academies, the company proposes utilizing up to ₹2.04 Crore to establish five new academies across various cities. The text also provides extensive details regarding the quotations and capital expenditure breakdowns for both types of proposed facilities.

The section details various proposed uses for the funds, including initial inventory costs for therapy materials, planned technology investments, lease payments for existing centers in India, lease payments for existing centers in the USA, and funding for brand awareness and inclusive outreach programs. The company intends to use a significant portion of the net proceeds for organic growth initiatives through these outreach programs.

The section details the utilization of Net Proceeds and Net Pre-IPO Proceeds for various objects, including funding inorganic growth and general corporate purposes. The company intends to use these funds for acquisitions, subject to certain limits, and for general corporate purposes such as working capital, office expansion, and loan repayment. Specific provisions outline the percentage limits for deploying funds towards these purposes under SEBI ICDR Regulations.

The section details various regulatory requirements and monitoring procedures concerning the utilization of funds from the public issue. It outlines that gross proceeds are held until listing approvals, and net proceeds must be deposited with scheduled commercial banks until all issue expenses are paid. The company has appointed CARE Ratings Limited as the monitoring agency to oversee the utilization of gross proceeds, with quarterly reports required. Furthermore, the company commits to disclose the use of proceeds in the balance sheet and financial results, including itemized descriptions for various expense heads. The company is also required to disclose acquisitions and strategic initiatives related to inorganic growth.

This section details the Key Performance Indicators (KPIs) for the company, categorized into Financial and Operational metrics. The financial KPIs include various measures such as Total Income, Revenue from Operations, EBITDA, Profit After Tax (PAT), and Return on Equity (RoE), with corresponding fiscal year data provided. Operational KPIs cover aspects like the number of children served, fresh enrolments, the number of centres across different tiers, and employee attrition rates. The document also includes explanations for these KPIs and details regarding material acquisitions or dispositions.

The section details various aspects related to the issue pricing and the tax benefits available to the company and its shareholders. It explains that the Issue Price is determined by the company in consultation with the BRLM based on market demand assessment. Furthermore, it discusses the scope of special tax benefits, clarifying that only those enumerated in Annexure A are covered, and that other tax benefits are considered general. Investors are advised to consult their own tax advisors regarding the specific tax implications of their investment.

The independent auditor's report examines the Restated Consolidated Financial Information of Rays of Belief Limited for various periods and bases their opinion on the financial statements prepared by management. The examination covered the Restated Statement of Assets and Liabilities, Profit and Loss, Cash Flow, and Changes in Equity for the financial years ended March 31, 2026, 2025, and 2024. The financial information for the year ended March 31, 2026, is presented on a consolidated basis due to the acquisition of a foreign subsidiary. The report details significant adjustments made by management, including the transition to Ind AS and the business combination, which required management judgment and estimation in certain areas.

This section presents the restated financial position, profit and loss, and cash flow statements for Rays of Belief Limited for the period ended March 31, 2026, alongside comparative data for the years ended March 31, 2025, and March 31, 2024. The financial statements are presented on a consolidated basis for the year ended March 31, 2026, following the acquisition of a subsidiary. The data includes key figures for revenue, expenses, profit/loss, tax, and cash movements, with notes on accounting policies and the impact of foreign currency translation.

This section details the accounting policies and basis for preparing the financial statements for Rays of Belief Limited for the period ended March 31, 2026. It outlines the application of Indian Accounting Standards (Ind AS), the treatment of historical cost versus fair value for certain instruments, and the classification of assets and liabilities. The text covers various aspects such as the use of estimates, current versus non-current classification, depreciation methods for Property, Plant and Equipment, intangible assets, and the recognition of revenue under Ind AS 115. Furthermore, it describes the accounting for financial instruments, including initial recognition, subsequent measurement, and the recognition of impairment losses under the Expected Credit Loss (ECL) model.

This section details various accounting treatments and financial statement components for Rays of Belief Limited for the period ended March 31, 2026. It covers provisions, contingent liabilities, investments, cash, employee benefits, and various accounting treatments such as impairment testing, borrowing costs, foreign currency transactions, and the consolidation of foreign subsidiaries. Specific attention is given to the accounting for goodwill arising from acquisitions, including the treatment of various consideration components under a Share Purchase Agreement.

This section details the reconciliation of carrying amounts for Right-of-use assets and depreciation over several reporting periods. It shows changes in these assets, including additions, disposals, and the resulting balances at the end of each year. Furthermore, it presents various financial balances, including investments, financial assets, deferred tax assets and liabilities, and current assets, alongside their comparative figures for the years ended March 31, 2024, 2025, and 2026.

This section details various financial and liability items for Rays of Belief Limited across different reporting periods. It includes information on reserves, borrowings, lease liabilities, trade payables, provisions, revenue, other income, employee benefit expenses, financial costs, depreciation, and various operating and administrative expenses. The data is presented for the years ended March 31, 2026, March 31, 2025, and March 31, 2024, with some line items showing movement or balances.

This section details the transition from Indian GAAP to Ind AS, including various adjustments made to the Balance Sheet and Profit and Loss statements. It outlines the practical expedients applied under Ind AS 116, such as the use of a single discount rate for leases and the election not to recognize certain right-of-use assets. The text also describes the reconciliation of financial instruments and the valuation techniques used to determine fair values for various assets and liabilities.

This section details the company's financial risk management framework, covering market, currency, and price risks, and outlines various aspects of its financial position as of March 31, 2026. It also provides information on credit risk exposure, including the allowance for expected credit loss on trade receivables, and details regarding financing arrangements and lease liabilities. Furthermore, the text disaggregates revenue from contracts with customers by service type and details the contract balances.

This section details various financial and statutory disclosures for Rays of Belief Limited, including trade balances, capital structure metrics, and provisions related to employee benefits and CSR. Key data points cover receivables, payables, borrowings, gearing ratios, and details concerning dues to Micro, Small and Medium Enterprises (MSMED Act) suppliers. Furthermore, the text includes information on gratuity plans, including the present value of obligations, plan assets, and various costs recognized in the profit and loss statement related to employee benefits.

This section details various reconciliation statements and sensitivity analyses related to the financial statements, primarily focusing on provisions and liabilities. It includes comparisons of present value of obligations, various expense recognition components, and movements in liabilities over different fiscal years. Furthermore, it presents sensitivity analysis on the impact of changes in discount rates and salary increases on the present value of obligations. The text also covers details on leave encashment, membership data, and various assumptions used in the actuarial valuation of benefits.

This section details various financial and actuarial line items, including present value of obligations, service costs, interest costs, and various expense recognitions across different periods. It also presents information on the bifurcation of the Pension Benefit Obligation (PBO) as per Schedule III, sensitivity analysis on the discount rate and salary changes, and a list of related party disclosures.

This section details various transaction and balance sheet particulars for the period ended March 31, 2026, including share application money, various balances, and remuneration details. It also presents profit and loss reconciliation, equity balances, and various financial ratios. The text includes disclosures regarding inter-company transactions, subsequent events, and segment reporting structure.

This section details the revenue, expenses, and profit/loss figures for the fiscal years ended March 31, 2026, 2025, and 2024, broken down by India and Overseas segments. It also provides various derived financial ratios, including EBITDA margin, Return on Equity (RoE), and Net Asset Value per equity share. The text clarifies the methodology used for calculating EBITDA and Profit After Tax, noting the impact of non-cash items like depreciation and finance costs on the EBITDA calculation.

This section details the statutory auditor's examination report concerning the compilation of Pro Forma Consolidated Financial Information for Rays of Belief Limited, prepared for an Initial Public Offering. The report confirms that the financial information was compiled to illustrate the impact of a proposed acquisition on the Group's performance for the year ended March 31, 2025. The report outlines the scope of the examination, the responsibilities of the Company's Management, and the auditor's responsibilities, including adherence to various legal and accounting standards. Key points highlight the financial figures used in the pro forma information and the treatment of acquired entities.

This section provides management's discussion and analysis of the company's financial condition and operating results, referencing restated financial information. It clarifies the fiscal year definition and the basis of the financial data presented. The text also discusses the company's network of centres, the number of children served, and the factors affecting operations, such as the recruitment and retention of clinical professionals and the dependency on client relationships. Furthermore, it outlines the strategy for business expansion through setting up new centres.

This section details the regulatory and tax framework governing the Company's operations in India and other jurisdictions. It notes that the services fall under the exempt category of healthcare services under the GST regime, and GST registration has not yet been obtained for its centers, posing a potential future compliance risk. The text also describes the acquisition of Mom's Belief US, Inc. and Allergy and Immunology Virginia, LLC in the USA, which expanded the company's behavioral health services into allergy and immunology and provided geographic diversification. The section further outlines significant accounting policies regarding financial instruments, use of estimates, classification of assets and liabilities, and depreciation/amortization methods.

This section details various accounting treatments under Indian Accounting Standards (Ind AS), covering aspects such as credit risk impairment, financial instrument presentation, revenue recognition, income taxes, and employee benefits. It outlines specific methodologies for measuring expected credit losses (ECLs) for different types of receivables, the treatment of financial assets and liabilities, and the recognition of various provisions and contingent liabilities. Furthermore, it specifies rules for recognizing revenue based on the five-step model under Ind AS 115, the accounting for income taxes, and the recognition of employee benefits like defined contribution and defined benefit plans.

This section details the components of the company's Profit and Loss statement, including revenue, income, expenses, and profit/loss figures for Fiscal 2026, Fiscal 2025, and Fiscal 2024. Revenue from Operations showed significant growth, driven by both domestic expansion and the consolidation of overseas operations. Other income saw a substantial increase, primarily due to higher interest income on term deposits and write-backs of liabilities. Expenses, particularly employee benefits and other operational costs, increased significantly, largely due to the integration of acquired U.S. operations.

This section details various financial metrics for the fiscal years, highlighting changes in expenses, profits, and income streams. Key observations include significant growth in revenue from operations and export revenue, driven by domestic expansion and the launch of a new business support services vertical. Operational costs saw mixed trends, with some expenses increasing due to network expansion, while legal fees decreased due to consolidation efforts. Profitability showed fluctuations largely attributed to the recognition of deferred tax credits in certain fiscal years.

The company showed significant improvement in its Profit After Tax (PAT) margin, increasing substantially from 2.79% in Fiscal 2024 to 16.15% in Fiscal 2025. The company's funding requirements are primarily met through cash generated from operations, although future funding also involves intercorporate borrowing and share capital issuance. Cash flow analysis shows fluctuations across the years, with operating cash flows being generated in Fiscal 2024, 2025, and 2026. Indebtedness details show total borrowings as of March 31, 2026, and the company asserts no contingent liabilities exist.

The section details recent material developments, including the acquisition of Mom’s Belief US Inc. and various Pre-IPO placements. It also presents a capitalization statement as of March 31, 2026, showing changes in borrowings and equity. Furthermore, it outlines policies regarding outstanding litigation and material dues to creditors.

The section details the status of litigation involving the company, confirming that no outstanding criminal proceedings, actions by regulatory or statutory authorities, or tax proceedings have been initiated against the company, its promoters, or directors. However, it notes two pending legal matters: a criminal complaint filed by the company against a former employee regarding data theft and breach of trust, and a civil suit filed by the company against several individuals seeking injunction and damages for alleged breach of contract and copyright infringement.

Investors should be aware of several risks associated with the company's operations and financial standing. Key risks include the potential loss of capital expenditure due to lease non-renewal or termination, concentration risk from newly acquired US centres, and dependency on revenue derived from related party agreements. Furthermore, reliance on certain geographical regions for revenue and the potential for adverse changes in market conditions pose threats to profitability. The company also faces risks related to the nature of its contracts and the terms of its leases.

The company operates an asset-light business model, relying heavily on leased premises, and faces risks related to lease agreements, including rent escalations and potential termination by landlords. There are concerns regarding the proper stamping and registration of lease agreements, which could lead to legal penalties. Furthermore, the company's ability to operate is dependent on the cooperation and continued relationship with Licensed Professionals, as disruptions or disagreements with these professionals can impact service delivery and revenue. Risks also exist concerning the expansion plans, such as difficulties in site selection, delays in implementation due to regulatory hurdles, and challenges in recruiting specialized clinical staff.

The company faces several risks related to the utilization of funds and the execution of its business plan. Risks include potential delays in implementation causing cost overruns, issues with obtaining shareholder approval for changes to the utilization of net proceeds, and uncertainty regarding the ability of promoters to provide exit offers to dissenting shareholders. Furthermore, the identification of exact locations for new centers is pending, and the funding requirements are not fully appraised by independent agencies. There is also a risk that the deployment of funds may not achieve the intended economic benefits due to unforeseen changes in market conditions or costs. Finally, the company's revenue is highly dependent on maintaining relationships with clients and referral sources, and the ability to recruit and retain skilled clinical professionals poses a significant operational risk.

The company faces risks related to brand promotion, including the potential for negative publicity from clinical professionals that could impact recruitment and client enrolment. There is a risk that marketing efforts may not generate the desired brand awareness or revenue to offset the associated expenses. Operations are subject to compliance with various applicable statutes, and failure to obtain or maintain necessary licenses and permits could negatively affect business and cash flows. Furthermore, there are concerns regarding the timely renewal of leases and potential disruptions due to landlords' actions. The company also faces risks associated with the potential introduction and failure of new business models, and the inability to successfully integrate acquired entities. Finally, there are risks related to the variability in client payments and the potential impact of macroeconomic conditions on client payments.

The section details various risks associated with the company's operations, acquisitions, and regulatory compliance. Risks include potential integration issues following acquisitions, liabilities assumed from subsidiaries, and the difficulty in recruiting and retaining qualified clinical staff. Furthermore, there are concerns regarding market acceptance due to public awareness and social stigma related to the services provided, as well as potential issues with statutory dues and the dependency on clinical professionals for maintaining service quality.

The prospectus warns that the Pro Forma Consolidated Financial Information should not be relied upon as it is based on assumptions that may not materialize, meaning actual results could differ significantly from the projections. There are concerns regarding the traceability of educational degree certificates for Key Managerial Personnel, which creates uncertainty regarding their qualifications. The company's success is heavily dependent on its ability to innovate and keep pace with evolving technology, as failure to adapt could negatively impact business results. Furthermore, the company faces risks related to cybersecurity breaches, the handling of sensitive client data, and potential non-compliance with evolving data privacy laws. The company is also involved in outstanding legal proceedings, and the international operations expose the company to various legal, tax, and regulatory risks in foreign jurisdictions.

The company faces several risks related to past regulatory non-compliances, including delays in filings with the RoC and non-compliance with SEBI regulations concerning a Stock Appreciation Rights Scheme. There is also a risk that future regulatory actions could negatively impact the business. The company has incurred significant indebtedness, and future financing may be constrained by the ability to service debt, especially in a rising interest rate environment. Furthermore, reliance on third-party contractors for facility maintenance poses a risk to operations, and there is uncertainty regarding the continuity of such services. The company is also dependent on key personnel, and the loss of these individuals could affect business performance. Finally, there are risks associated with potential conflicts of interest arising from related party transactions and the potential for inadequate insurance coverage for operational risks.

This section outlines various risks categorized as external factors, regulatory compliance, and issues related to the issuance and trading of equity shares. Key risks include adverse impacts from the Indian economy, political instability, and natural calamities, as well as potential changes in laws and regulations. The document also details risks associated with the listing process, such as market volatility, issues with share transferability, tax implications on capital gains, and potential dilution from future equity issuances. Finally, it covers restrictions on investor bidding and foreign investment limitations.

The company faces several risks related to regulatory approvals, including requirements from the RBI and other Indian government agencies, which may not be guaranteed. There are also concerns regarding foreign exchange restrictions imposed by the Indian government during emergencies, which could impede the ability to acquire securities or repatriate funds. Furthermore, there are risks concerning the enforcement of civil judgments by overseas investors, as the company is incorporated in India and its officers reside there. Issues related to pre-emptive rights for equity holders and potential restrictions on third-party takeovers under SEBI regulations are also highlighted. Finally, differences in accounting standards and insolvency laws between India and other jurisdictions pose risks to investor assessments and the recovery of investments.

The section details several legal matters, including a contempt petition filed by the Company against a Defendant for obstructing a Local Commissioner, and a civil suit filed by the Company against a former consultant seeking injunction and damages. The text also confirms the absence of outstanding criminal proceedings, regulatory actions, tax proceedings, or other material litigations against the Company's Subsidiaries, Directors, Promoters, Key Managerial Personnel, and Senior Managerial Personnel. Furthermore, it discloses material outstanding dues to creditors, including a total of ₹21.30 Crore due to various creditors for the fiscal period ended March 31, 2026.

The section details various governmental and statutory approvals, registrations, and licenses obtained by the Company and its Subsidiaries to conduct business operations in India. This includes details on corporate incorporation, tax registrations, labour approvals, and various licenses for shops, trade, and GST across different states. Furthermore, the text mentions pending applications for certain CERR registrations and GST updates for various centres, as well as details regarding intellectual property registrations and the identification of Group Companies.

The provided section primarily addresses various confirmations and disclosures related to the company's regulatory compliance, including approvals for issuing securities and in-principle listing approvals. It also includes confirmations regarding the company's and its promoters' standing concerning various regulatory bodies and financial declarations. Furthermore, the text details the eligibility criteria under SEBI (ICDR) Regulations for a Social Enterprise, which the company claims to meet by operating through its initiative, Mom's Belief, which delivers specialized mental healthcare and developmental support services for children with Neurodevelopmental Disorders (NDDs).

The section details the Company's compliance with various regulations related to promoting healthcare, specifically concerning mental healthcare, and its classification as a 'For Profit Social Enterprise'. It outlines the target population, which includes children with various developmental delays, and emphasizes efforts to extend services to underserved regions and ensure affordability through discounts and remote guidance. Furthermore, the text confirms compliance with several SEBI ICDR Regulations regarding promoter conduct, financial arrangements, and the dematerialization of equity shares. It also includes extensive disclaimers from the BSE and NSE regarding the accuracy of the prospectus content and the lack of warranty on the securities.

The section details various provisions related to the issuance and trading of Equity Shares, including stipulations for repayment if permission to trade is not granted by Stock Exchanges, and timelines for completing listing formalities. It also outlines requirements for obtaining written consents from numerous parties, including Directors, Company Secretary, Auditors, and various consultants, prior to filing the Red Herring Prospectus. Furthermore, the text covers observations by regulatory authorities, details regarding capital issues and past issues by the company, and extensive information on mechanisms for investor grievance redressal related to various issues, including compensation for delays in fund unblocking.

The section details procedures for the disposal of investor grievances, including estimated response times for routine and non-routine complaints. It also mentions the filing for authentication of SCORES in relation to investor grievance redressal. Furthermore, it outlines the terms for the issue of equity shares, including the governing laws, the ranking of equity shares, and the details of the issue price, floor price, and price band. The text also specifies the process for allotment, including the use of dematerialised form, the lot size for trading, and the timeline for the subscription list, noting that the issue will be conducted under UPI Phase III on a mandatory basis.

This section details various procedural timelines and conditions related to the bid and issue process, including specific time windows for submissions depending on the type of bid (e.g., electronic applications, physical applications) and the amount involved. It outlines rules regarding bid modifications, the handling of cancelled or withdrawn applications, and the consequences for non-compliance with subscription requirements. Furthermore, it specifies rules for the disposal of odd lots, restrictions on the transfer of equity shares, and conditions under which the entire issue may be withdrawn.

The section details the various provisions and rules governing the allotment process for the public issue, including different categories of investors such as Anchor Investors, Qualified Institutional Buyers (QIBs), Non-Institutional Bidders, and Retail Individual Bidders. It outlines the proportionate allocation rules for these portions, including specific requirements for bid sizes and the handling of under-subscription across different investor categories. Furthermore, the text discusses the mode of bidding (ASBA process), the requirements for bid amounts, the rules for joint bids, and the procedures for handling discrepancies in bidder data. It also references various SEBI circulars and regulations that govern the issuance process and payment mechanisms.

The text details the phased implementation of the UPI Mechanism by SEBI for public issue payments, which was introduced in three phases with varying timelines for public issue closure to listing. It outlines specific requirements for various bidders, including the use of UPI IDs, the handling of ASBA forms, and the responsibilities of Sponsor Banks and other entities regarding fund blocking and investor grievance redressal. Furthermore, it specifies rules for electronic bid registration, the handling of bid modifications, and the requirements for different investor categories like Promoters and Anchor Investors.

This section details various restrictions and requirements concerning different types of investors bidding for the Issue, including those related to the Promoters, Mutual Funds, NRIs, FPIs, HUFs, and various financial institutions. It outlines specific documentation requirements for different investor categories, such as SEBI registration certificates for Mutual Funds and Insurance Companies, and adherence to FEMA and SEBI regulations regarding investment limits and holding caps. Furthermore, it specifies rules for handling multiple bids from FPIs and clarifies conditions under which certain investments might be re-classified as FDI.

This section details various requirements and conditions for different types of bids and applications in the issuance process, including specific documentation needed based on the type of bidder (such as NBFC-SI, entities using power of attorney, provident/pension funds, Anchor Investors, QIBs, and Retail Individual Bidders). It outlines rules regarding bid amounts, allocation limits, timing, and procedures for electronic bidding, including requirements for fund blocking and the handling of various investor categories.

This section details various procedural requirements and restrictions for investors bidding for equity shares, primarily concerning the use of UPI mechanisms, bid amounts, and submission procedures. It outlines rules for bid verification, handling of revised bids, restrictions on bid amounts, and compliance with regulatory requirements like PAN and Aadhaar linking. Furthermore, it specifies rules for Anchor Investors, the process for payment into escrow accounts, and the timeline for publishing pre-issue and allotment advertisements.

This section primarily outlines undertakings by the Company related to the issuance process, including provisions for handling complaints, refund procedures for unsuccessful applicants, and the timing for completing listing formalities. It also details the utilization of issue proceeds and includes disclaimers regarding impersonation and various foreign investment regulations concerning the issuance of equity shares.

This section of the DRHP outlines various provisions related to the capital structure of the Company, including definitions, the process for increasing capital, and the powers of the Board and Directors concerning the issuance of different types of shares. It details how new shares raised through capital increases are treated and the conditions under which the Board can issue shares, including non-voting shares and redeemable preference shares.

This section summarizes related party transactions for the fiscal years ended March 31, 2026, 2025, and 2024, as per Ind AS 24 and SEBI ICDR Regulations. The disclosed transactions include various financial movements such as share issues, remuneration, and director fees involving different parties. The data is presented in ₹ millions for the respective years.

This section details various professional and legal appointments related to the issuance process, including changes in statutory auditors, legal counsel, and the appointment of various experts. It also outlines the procedures for the book-building process, including the methods for investors to participate in the issue, and clarifies restrictions on the withdrawal or reduction of bids by different categories of investors.

This section details the process for the Book Building of Equity Shares, including adherence to SEBI guidelines and the conditions for final approval. It also outlines an Underwriting Agreement entered into with various underwriters for the equity shares. The agreement, dated September 3, 2026, specifies the number of shares to be underwritten by different entities, along with the corresponding amounts. The total amount underwritten by these entities is provided for indicative purposes only and is subject to final allocation.

The company's Board of Directors consists of five members: one Executive Director, one Non-Executive Director, and three Independent Directors, in compliance with corporate governance requirements. Nitin Bindlish serves as the Managing Director and Promoter, having been associated with the company since November 1, 2017. The other directors include Afzal Mohammed Modak (Non-Executive and Non-Independent Director), Bindu Damodaran (Independent Director), Nitin Ahuja (Independent Director), and Sunil Kumar Agarwal (Independent Director). Details regarding their terms, directorship periods, and various disclosures are provided.

The company's Directors have disclosed that they do not have any personal interest in property acquired or proposed by the company, nor have they been involved in land acquisition or construction transactions in the preceding three years. Furthermore, the Directors have not availed any loans from the company. The document details various changes in the Board composition over the last three years, including appointments and resignations of several individuals. The company is in compliance with corporate governance requirements under the Companies Act, 2013, and SEBI Listing Regulations. Several Board-level committees, including the Audit Committee and Nomination and Remuneration Committee, have been constituted.

The management section details various committees established by the Board, including the Nomination and Remuneration Committee, the Stakeholders’ Relationship Committee, the Corporate Social Responsibility Committee, and the IPO Committee. These committees have specific terms of reference related to evaluating directors, addressing shareholder grievances, overseeing corporate social responsibility activities, and handling the process for Initial Public Offerings (IPOs). The text outlines the scope of work for these bodies, which involves ensuring compliance with various laws and regulations across different aspects of the company's governance and operations.

The management section details various powers related to the issuance process, including making necessary modifications to documents, seeking approvals from regulatory bodies, and finalizing allocation details. It also outlines the structure of Key Managerial Personnel (KMP) and Senior Management Personnel (SMP), including specific roles such as Chief Financial Officer, Company Secretary, Clinical Directors, and others. The section further clarifies aspects concerning the relationship between management, such as service contracts, compensation, and shareholding, and confirms that KMP and SMP are permanent employees.

This section details the appointment and resignation history of various key personnel associated with Rays of Belief Limited. It lists changes in roles such as Medical Director, General Manager, Clinical Director, and Chief Financial Officer, along with the dates of appointment or resignation. The text also includes a statement confirming that no non-salary related benefits have been paid to officers within the preceding two years, and it asserts there is no conflict of interest regarding immovable property lessors, raw material suppliers, or third-party service providers.

Nitin Bindlish and Carving Futures Pte. Ltd. are the Promoters of the Company, collectively holding 91.71% of the issued equity shares. Nitin Bindlish, the individual promoter, holds 45,862 Equity Shares, representing 0.29% of the capital, and is the Managing Director and ultimate beneficial owner. Carving Futures Pte. Ltd. is a corporate promoter incorporated in Singapore and is currently engaged in Other Professional, Scientific and Technical Activities. The document details various aspects of the promoters' interests, including shareholding patterns, restrictions on payments to promoters, and disassociations from certain firms.

The provisions detail various aspects of share issuance, transfer, and documentation within the company's Articles of Association. Preference shareholders have limited voting rights, and the company has powers to reduce share capital, including the creation of a Capital Redemption Reserve Account upon redemption of redeemable preference shares. The articles also cover the issuance of various securities, such as debentures convertible into shares, and the rules for issuing sweat equity shares to employees. Furthermore, the document outlines procedures for the directors to allot shares for consideration such as property or services rendered, and specifies restrictions on the registration of shares in certain entities.

This section details various provisions concerning the administration of shares, including rules for joint holdings, recognition of interests, and the process for making and enforcing calls. The Board has discretion in registering shares in joint names and in recognizing certain interests in shares. Provisions cover how payments for shares and debentures are handled, the power of the Board to make calls, and the consequences of non-payment, such as the ability to enforce forfeiture of shares.

This section details various provisions concerning the forfeiture of shares, the rights of parties claiming interest after forfeiture, and the procedures for transferring and registering shares. It outlines the company's rights regarding payments due upon forfeiture, the effect of forfeiture on claims, and the process for dealing with sales or dispositions of forfeited shares. Furthermore, the articles cover the requirements for instruments of transfer, the company's discretion in accepting or declining to register transfers, and the recognition of various legal representatives or successors to a deceased member's interest.

This section details various provisions concerning the transfer of securities, nomination rights, joint holdings, and the convening of general meetings. It outlines restrictions on transferring securities to minors, insolvent persons, or unsound minds. It establishes procedures for nominating successors to hold securities upon death, including requirements for intimation to the company. Furthermore, it covers the treatment of joint holders, including liability and the rights of survivors, and the process for issuing share warrants. The provisions also cover the conversion between shares and stock, the power of the Board to borrow funds, and the security arrangements related to borrowed money.

This section details various procedural and voting rights provisions within the Articles of Association, primarily concerning general meetings and director appointments. It outlines rules regarding the discussion of business when the Chairman is vacant, the power of the Chairperson to adjourn meetings, and rules for handling polls. Furthermore, it specifies rules for member voting rights, including restrictions on voting for members who have not paid all share amounts, provisions for joint holders, and rules concerning the transfer of shares. The latter part of the section covers the appointment and powers of the Board of Directors, including the election of a Board Chairperson, the power to appoint directors, and provisions related to director vacancies and sitting fees.

The provisions detail various powers vested in the Board of Directors and committees concerning the management and operations of the Company. These include the authority to acquire various assets, conduct financial transactions, secure contracts, insure company property, and manage legal proceedings. The Articles also grant powers related to the appointment and removal of directors, the establishment of committees, and the appointment of various officers and employees. Furthermore, the Board has discretion in setting aside funds for various purposes, including depreciation, insurance, and reserve funds, and in dealing with investments.

This section details various powers and provisions related to the company's operations, including the ability to obtain licenses, the handling of company property, and the welfare of employees. It outlines the Board's authority to appoint certain management personnel, define remuneration, and manage the day-to-day operations of the company. Furthermore, it covers provisions concerning the handling of dividends, reserves, and the execution of company seals.

The provisions detail various aspects concerning the application of company profits, dividend distribution, and share transfers. The Board has discretion regarding the application of profits and the retention of dividends. There are specific rules governing how dividends are apportioned based on amounts paid up, and restrictions on members receiving dividends while they have outstanding dues to the company. Furthermore, the articles address the transfer of shares and the rights of joint holders concerning dividends, as well as provisions related to capitalization of profits and the inspection of company records by members.

This section details the requirements for material contracts and documents that must be attached to the Draft Red Herring Prospectus, specifying that such documents were made available for inspection at the Registered Office and via a web link during certain periods. It lists numerous material contracts, including agreements with various parties like the BRLM, Registrar to Issue, and Underwriters. Furthermore, it lists various material documents, such as incorporation certificates, annual reports, and resolutions from the Board and Shareholders. The section also covers various consents and reports from auditors and other experts required for inclusion in the Prospectus.

The provided section primarily consists of various declarations certifying compliance with relevant laws and regulations. These declarations confirm that all statements, disclosures, and undertakings made in the Prospectus adhere to the provisions of the Companies Act, 2013, and various rules and guidelines issued by the Government of India or the Securities and Exchange Board of India.