Narayana Hrudayalaya Ltd

Dear Members,

Your Directors have immense pleasure in presenting their 25th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS, PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

(H in Million, except per share data)

2. PERFORMANCE OVERVIEW

During the year under review, the total income of the Company increased from _ 32,657.02 Million in FY 2023-24 to _ 35,901.22 Million in FY 2024-25.

Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased from _ 7,191.02 Million in FY 2023-24 to _ 8,137.02 Million in FY 2024-25.

Profit for the year was _ 4,311.42 Million in FY 2024-25 as against profit of _ 4,245.17 Million in FY 2023-24.

During the year under review, the total income of the Company increased from _ 48,902.07 Million in FY 2023-24 to _ 54,829.77 Million in FY 2024-25.

Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased from _ 12,223.54 Million in FY 2023-24 to _ 13,684.22 Million in FY 2024-25.

Profit for the year was _ 8,243.83 Million in FY 2024-25 as against _ 8,033.97 Million in FY 2023-24.

3. TRANSFER TO RESERVES

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs. 4.50 per share for the financial year ended March 31, 2025. The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 91,96,23,618/-.

The Directors have decided to retain an amount of _ 4,311.42 Million in the retained earnings.

Pursuant to SEBI's notification dated July 8, 2016, the Board of Directors of the Company have formulated a Dividend Distribution Policy ("the Policy"). The Policy is also available on our website (URL: https://www.narayanahealth.org/ stakeholder-relations/company-policies)

4. SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company has 15 Subsidiary Companies and 1 Associate Company. Except Health City Cayman Islands Ltd, none of the other subsidiary companies is a Material Subsidiary within the meaning of Material Subsidiary as defined under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") as amended from time to time. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the Financial Statements of the Company's Subsidiaries and Associates in Form AOC-1, that forms part of this Report is attached as Annexure I. Pursuant to Section 129 of the Companies Act, 2013, the Consolidated Financial Statements of the Company, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013 read with the Rules made thereunder, forms part of this Annual Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013: i. The Annual Report of the Company, containing therein its standalone and consolidated financial statements are available on the Company's website i.e., https://www.narayanahealth.org/stakeholder-relations/annual-reports. ii. The audited financial statements of Subsidiary Companies are available on the website of the Company i.e., https://www.narayanahealth.org/ stakeholder-relations/annual-reports. The brief details of all the Subsidiary and Associate Companies are as follows:

i. Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL)

NHSHPL is a wholly owned subsidiary of the Company and is engaged in the business of operating and maintaining hospitals, clinics, health centers, nursing homes and other related activities. This subsidiary operates a multispeciality hospital in Mysore, offering a wide range of services across specialties, which includes cardiology, cardiac surgery, nephrology, urology, neurology, neuro-surgery, endocrinology, orthopaedics, internal medicines, obstetrics, gynaecology, paediatrics, neonatology, gastroenterology and oncology to name a few. The subsidiary also operates and runs the Dharamshila Narayana Superspecialty Hospital in Delhi under a Service Agreement with Dharamshila Cancer Foundation and Research Centre. Further, other financial information is included in Form AOC-1.

MMRHL is a subsidiary of the Company and is engaged in the business of operation of hospitals, clinics, health centers, and other related activities. This subsidiary operates two hospitals in Howrah offering multispeciality and super-speciality healthcare services which includes nephrology, urology, neurology, neurosurgery, etc., Further, other financial information is included in Form AOC-1.

iii. Narayana Vaishno Devi Specialty Hospitals Private Limited (NVDSHPL)

NVDSHPL is a wholly owned subsidiary of the Company and is engaged in the business of providing healthcare services of superior quality with state-of-the-art technology, clinics, health centers, diagnostic centers and other related activities. This subsidiary operates a hospital at Kakryal near Katra in Jammu which caters to patients across more than 20 different specialties, with radiology, obstetrics & gynaecology, oncology, etc. NVDSHPL has entered into a management agreement on March 27, 2025 with Shri Mata Vaishno Devi Charitable Society (SMVDCS) to provide supervisory oversight to the operations. The management of the Hospital (along with relevant assets and liabilities) will be the responsibility of SMVDCS from April 1, 2026 or effective date, whichever is later. Consequent to the aforesaid management agreement, the Company has assessed the carrying value of assets and liabilities to be transferred with recoverable value and written down an amount of Rs. 83.63 Million which has been considered as an exceptional item for the year ended March 31, 2025. Further, other financial information is included in Form AOC-1.

iv. Narayana Hospitals Private Limited (NHPL)

NHPL is a wholly owned subsidiary of the Company and is authorised to engage in the business of operation of hospitals, clinics, health centers, nursing homes and other related activities. Further, other financial information is included in Form AOC-1.

NHBPL is a step-down subsidiary of the Company, incorporated on July 22, 2018 and is authorised to engage in the business of running and operation of hospitals, clinics, health centers, nursing homes and other related activities. NHBPL has no operations during the financial year 2024-25. Further, other financial information is included in Form AOC-1.

vi. Narayana Holdings Private Limited (Narayana Holdings)

Narayana Holdings Private Limited, Mauritius is 100% step-down subsidiary of the Company incorporated in the Republic of Mauritius in April, 2016. Further, other financial information is included in Form AOC-1.

HCCI is a wholly owned subsidiary of the Company, incorporated in Cayman Islands and operates a hospital in Cayman Islands. HCCI is a Material Subsidiary within the meaning of Material Subsidiary as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, other financial information is included in Form AOC-1.

Narayana Health North America LLC is a subsidiary Company incorporated in Delaware, United States of America on April 9, 2019 for the purpose of providing consultancy services in the field of healthcare and specifically hospitals. Further, other financial information is included in Form AOC-1.

Athma Healthtech Private Limited is a wholly owned subsidiary of the Company incorporated on June 2, 2022 and is authorised to develop, implement, export, import, purchase, sell, lease and otherwise deal in software related to Healthcare industry in particular and other allied services. Further, other financial information is included in Form AOC-1.

NH Integrated Care Private Limited is a wholly owned subsidiary of the Company incorporated on January 10, 2023 and is authorised to undertake, assist, promote, conceive, design, build and construct, establish, setup, develop, takeover, run, manage and operate establishments, organizations and institutions, facilities for providing, giving and dispensing medical treatment, medical facilities, para medical facilities, healthcare facilities and all health, medical and other related and ancillary services including preventive healthcare and wellness management, diagnostics, selling of medicines, clinical consumables and other goods, and support and carrying out all medical and healthcare activities, including clinics, general, multi-speciality and super speciality hospitals. The Company operates 9 (Nine) Clinics situated in Bengaluru and 1 (One) Clinic situated in Hosur. Further, other financial information is included in Form AOC-1.

xi. Cayman Integrated Healthcare Ltd

Cayman Integrated Healthcare Ltd is a 100% step-down subsidiary of the Company incorporated in the Cayman Islands on September 28, 2022 and authorised to carry out the health insurance business in the Cayman Islands. The Company had initially received conditional approvals from Cayman Islands Monetary Authority (CIMA) and Health Insurance Commission (HIC) to begin operations limited to Health City and CIHL employees, subject to complying with certain one-time compliances and ongoing conditions. Based on the said approvals, the operations commenced on July 1, 2024. Further, during the year under review, the License was thereafter, issued by CIMA and the necessary approvals were granted by HIC to commence health insurance underwriting for the residents and citizens of Cayman Islands in general. The other financial information is included in Form AOC-1.

xii. ENT In Cayman Ltd.

The HCCI acquired 100% Ordinary shares in ENT In Cayman Ltd on March 3, 2023. Accordingly, ENT In Cayman Ltd has become a 100% step-down subsidiary of the Company. This step down subsidiary is engaged into providing complete diagnosis and treatment of ear, nose, and throat conditions. Further, other financial information is included in Form AOC-1.

xiii. Samyat Healthcare Private Limited

Samyat Healthcare Private Limited is a wholly owned subsidiary of the Company incorporated on July 4, 2023 to mainly carry on the business of distribution of medicines, implants, medical equipment, consumables and other goods and assets as are used by hospitals, to manufacture medical supplies and to provide services in the areas of healthcare supply chain, pharmacy and such other healthcare related areas. Further, other financial information is included in Form AOC-1.

Narayana Health Insurance Limited is a wholly owned subsidiary of the Company incorporated on May 24, 2023 for diversification into health insurance business through the subsidiary and thereby enabling the Company to offer an integrated healthcare solution to the general public as a healthcare service provider. The subsidiary was granted license by the Insurance Regulatory and Development Authority of India (IRDAI) on January 3, 2024 to exclusively carry on health insurance business. Further, other financial information is included in Form AOC-1.

Medha AI Private Limited is a wholly owned subsidiary of the Company incorporated on December 15, 2023 to carry on the business to build or distribute platforms of all kinds of information technology services including software development, solutions, designing, testing, training, mobile applications and web solutions, networking solutions and development of all kinds of information technology enabled applications, products and solutions, around analytics, data intelligence, machine learning and artificial intelligence. Further, other financial information is included in Form AOC-1.

Reya is an Associate Company incorporated in the State of Delaware, USA, in which the Company holds 43.58% of common stock of the Associate Company through HCCI. This Company is engaged in the business of developing software and technology to transform delivery of patient care. Further, other financial information is included in Form AOC-1.

ii. ISO Healthcare

ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company had held 20% of the equity shares through its step-down subsidiary, Narayana Holdings. During the financial year 2023-24, ISO Healthcare had filed an application for voluntary liquidation in accordance with Section 137 of the Insolvency Act 2009 in Mauritius, for the winding up the affairs of the Company and same was dissolved with effect from April 3, 2024. The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation 16 of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the website of the Company i.e. https://www.narayanahealth.org/stakeholder-relations/ company-policies. The revenue from operations from all the subsidiaries of the Company in aggregate during the year under review was at _ 19,504.24 Million resulting in an overall contribution of 35.57% of the consolidated revenue.

5. SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital of the Company is _ 3,800.00 Million comprising of 30,90,00,000 Equity Shares of _ 10 each and 7,10,00,000 Preference Shares of _ 10 each. The Paid-up Share Capital is _ 2,043.61 Million comprising of 20,43,60,804 Equity Shares of _ 10 each.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that: i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any. ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the annual accounts on a going concern basis. v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively. vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit, Risk and Compliance Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

7. BOARD OF DIRECTORS AND COMMITTEES

As on March 31, 2025, the composition of your Company's Board has an ideal combination of Executive, Non-Executive and Independent Directors and thereby ensuring separation of management and governance while maintaining its independence. In compliance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors constitute 50% of the Board strength including independent women Directors as required to be appointed by top 500 listed entities.

The Composition of the Board and Committees of the Board along with the changes in composition during the year is detailed in the Corporate Governance Report which forms a part of this Report.

During the year under review, Ms. Nivruti Rai (DIN:01353079) was appointed as an Additional Director in the capacity of Independent Director with effect from June 15, 2024 and Dr. Anesh Shetty (DIN: 06923555) was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company with effect from June 15, 2024 and the said appointments were approved by the shareholders of the Company at the 24th Annual General Meeting held on August 30, 2024.

In the opinion of the Board of Directors, Ms. Nivruti Rai, Independent Director who was re-appointed during the year, fulfil the conditions with regard to integrity, expertise and experience (including the proficiency) specified in the Act and the Rules made there under and are independent of the management.

Dr. Devi Prasad Shetty (DIN:00252187), Chairman & Whole-time Director is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review, Dr. Emmanuel Rupert (DIN: 07010883) was reappointed as the Managing Director and Group CEO of the Company, for a period of three years with effect from February 11, 2025. The said appointment was approved by the shareholders of the Company by passing a special resolution through Postal Ballot process on January 11, 2025.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMPs) of the Company are:

None of the Key Managerial Personnel (KMP), except the Managing Director and Group CEO, as mentioned above, were appointed or resigned during the year.

As required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed four Committees viz. Stakeholders' Relationship Committee, Audit, Risk and Compliance Committee, Nomination and Remuneration Committee and the Corporate Social Responsibility Committee and the details of membership of the Committees are disclosed in Corporate Governance Report which forms a part of Board's Report.

Keeping in view the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board reviews the Terms of Reference of these Committees and the nomination of Board Members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.

The meetings of the Board are scheduled at regular intervals to decide and discuss on the business performance, policies, strategies and other matters of significance. The schedule of the meetings is circulated in advance to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through circulation.

The Board during the financial year under review met six (6) times. Detailed information regarding the meetings of the Board and meetings of the Committees of the Board is included in the Report on Corporate Governance which forms a part of Board's Report.

8. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Nomination and Remuneration Policy of the Company is to ensure that the remuneration is in line with best comparable market practices, as well as competitive vis-?-vis that of comparable companies both in India and other international markets, which will have a motivating effect to act as a driving force to ensure long term availability of talent and also retention of the best talents.

A brief description about the Company's Nomination and Remuneration Policy on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters provided in Section 178(3) of the Companies Act, 2013 are provided in the Corporate Governance Report, which form a part of the Board's Report.

The Nomination and Remuneration Policy of the Company is available on the Company's website at URL: https://www.narayanahealth.org/stakeholder-relations/ company-policies

9. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

A declaration of independence in compliance with Section 149(6) of the Companies Act, 2013, has been taken on record from all the Independent Directors of the Company.

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 and 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, evaluation of performance of every Director, Board and the Chairman was carried out by the Nomination and Remuneration Committee. The Chairman of the respective committees reviewed the performance of the respective committees. The performance evaluation of Non-Independent Directors and Board as a whole, Committees thereof and Chairman of the Company was also carried out by the Independent Directors through a separate meeting of the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated.

The evaluation was carried out on the basis of response of the Directors to a structured questionnaire covering various aspects of Board performance such as Board composition and expertise, Board oversight, strategy and direction, Corporate Governance and Board administration and inputs shared by the Directors at the meeting.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval of Independent Directors of the Company and the Board for approval, if required. The Company has taken necessary approvals as and when required as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the transactions entered into with the Related Parties are stated in the notes to accounts, and also in Form AOC-2 as prescribed under the Companies Act, 2013 which is annexed herewith as Annexure II.

Your Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at (URL: https:// www.narayanahealth.org/stakeholder-relations/ company-policies As a responsible corporate citizen, your Company undertook several social welfare initiatives during the financial year under review. The Annual Report on CSR activities for the financial year 2024-25 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure III and forms integral part of this Report.

During the year under review, the Company has issued 50,000 (Fifty Thousand) unsecured, listed, rated, redeemable, Non-Convertible Debentures (NCDs) of face value of Rs. 1,00,000/- (Rupees One Lakh only) each at par, aggregating to up to Rs. 500,00,00,000/- (Rupees Five Hundred Crores only) in dematerialised form, on a private placement basis, with a tenor of 4 (Four) years 11 (Eleven) months and 29 (Twenty Nine) days and having a coupon payable at the rate of 8.40% per annum payable on an annual basis and maturity on February 15, 2030. The NCDs are listed on the Wholesale Debt Market Segment of BSE Limited.

The ICRA Limited has assigned the [ICRA] AA (Stable) rating on January 20, 2025 in relation to the issuance of Non-Convertible Debentures by the Company on private placement basis during the year under review. The instruments with [ICRA] AA rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such securities carry very low credit risk.

The details of Debenture Trustees of the Company in relation to the Non-Convertible Debentures issued by the Company on private placement basis are given hereunder:-

Registered Office Address: Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 E-mail: debenturetrustee@axistrustee.com Contact No. 022 - 6230 0451

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report and is appended herewith as Annexure IV to the Board's Report.

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Secretarial Team of the Company in this regard.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure V.

Your Company places utmost importance on its fiduciary role as a guardian of stakeholders' interest and strives to achieve a mutually aligned objective of value and wealth creation for all interested parties. The Board and the Management humbly acknowledges this role and continues to propagate this belief through all layers of the organization to create an environment of accountability and trust.

These responsibilities continue to be the focus of its attention through the tumultuous ride along the path of expansion, ensuring the highest standards of ethics and integrity in all its business dealings while avoiding potential conflicts of interest. The result of this is a corporate structure which serves its ever-expanding business needs while maintaining transparency and adherence to the above stated beliefs.

A Report on Corporate Governance has been appended as Annexure VI and forms an integral part of this Report.

As required by Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director & Group Chief Executive Officer and the Chief Financial Officer have given appropriate certifications to the Board of Directors.

Further, pursuant to Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from M/s. Vinod Kothari & Company, (Unique Identification Number P1996WB042300), Kolkata, Practicing Company Secretaries certifying the compliance with various provisions of the Corporate Governance is annexed to this Report as Annexure VII.

The Company has received a certificate from M/s. Vinod Kothari & Company, (Unique Identification Number P1996WB042300), Kolkata, Practicing Company Secretaries, pursuant to clause 10(i) of Part C under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority and same is attached as Annexure VIII to this report.

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting ("the Committee") to finalize business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report, the Committee recommended that BRR be rechristened BRSR, where disclosures are based on Environmental, Social and Governance (ESG) parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the financial year 2024.

The Board of Directors of the Company has adopted the Environmental and Social Governance (ESG) Policy of the Company which is available on our website i.e., https://www.narayanahealth.org/stakeholder-relations/ company-policies The SEBI vide its notification dated June 14, 2023 had amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to introduce the BRSR Core for listed entities and BRSR Core for Company's value chain partners. Subsequently, on July 12, 2023, SEBI issued the revised format of BRSR Report and also introduced BRSR Core Assurance for listed entities and value chain partners. The SEBI vide its notification dated December 20, 2024 has notified the applicability of industry standards from the financial year 2024-25, which was formulated by the Industry Standards Forum comprising of ASSOCHAM, CII and FICCI, in consultation with SEBI, for effective implementation of the requirement to disclose BRSR Core under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to the amended format and the notifications issued by SEBI, the BRSR disclosures on ESG practices and priorities of the Company capturing the industry standards is attached as Annexure IX to this report. Further, the Assurance Report on BRSR Core issued by an Independent Practitioner is attached as Annexure X to this report.

The members of the Company in their 22nd Annual General Meeting (AGM) held on August 30, 2022 re-appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Bengaluru, having Firm Registration No. 117366W/W-100018, as Statutory Auditors of the Company for a term of 5 (five) years from the conclusion of 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting.

The Auditors' have issued an unmodified Report for the year ended March 31, 2025 and hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013.

The Board has approved the appointment of M/s. PSV & Associates, Cost Accountants having Firm Registration Number 000304, as the Cost Auditor of the Company for the financial year 2025-26, at a remuneration of _ 4,00,000/- (Rupees Four Lakhs Only), exclusive of taxes and reimbursement of out-of- pocket expenses incurred, if any, in connection with the cost audit.

The Board of Directors of the Company proposes the ratification of remuneration of M/s. PSV & Associates, Cost Accountants as the Cost Auditor of the Company, for financial year 2025-26 at the ensuing Annual General Meeting.

Your Company has made and maintained the cost records, as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Company has appointed M/s. Vinod Kothari & Company, (Unique Identification Number P1996WB042300), Kolkata, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for financial year 2024-25. The Report of the Secretarial Audit as required under Section 204 of the Companies Act, 2013 read with Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure XI.

Pursuant to Regulation 24A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report, issued by M/s. Vinod Kothari & Company, Practicing Company Secretaries, Kolkata (Unique Identification No. P1996WB042300) is annexed herewith as Annexure XII.

There is no qualification, reservations or adverse remarks made by M/s. Vinod Kothari & Company, Practicing Company Secretaries, Secretarial Auditor of the Company in their Secretarial Audit Report and Secretarial Compliance Report.

Your Company has continued its engagement with M/s. Ernst & Young LLP, Chartered Accountants, to conduct internal audit across the organization during the year under review. Your Company also has an in-house internal audit team to supplement and support the efforts of M/s. Ernst & Young LLP.

There are no material changes affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of the Report.

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The loans given, security provided, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website on https://www.narayanahealth. org/stakeholder-relations/annual-return.

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future.

A detailed analysis of the Company's operational and financial performance as well as the initiatives taken by the Company in its key functional areas are separately discussed in this Annual Report.

The Company has developed a Whistle Blower Policy with a view to provide a mechanism for employees and Directors of the Company to voice concerns and grievances in a responsible manner. The policy of vigil mechanism is available on the Company's website at (URL: https://www.narayanahealth.org/stakeholder-relations/ company-policies).

Further, the details of the same are provided in Corporate Governance Report attached to this Report.

The Company has in place a Policy on prevention of sexual harassment in workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Below is the report on the same containing details of number of cases filed, their disposal, nature of action taken, number of cases pending and number of workshop/ awareness sessions conducted.

Report referred in S. No. 29:-

The Board of Directors of the Company at their meeting held on October 31, 2018 has decided to entrust the Audit, Risk and Compliance Committee to perform the role of a Risk Management Committee in terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has amended the Terms of Reference of the Committee suitably to include the following: i. To assist the Board of Directors in meeting its responsibility of oversight on identification, evaluation, mitigation and resolution of strategic, operational, financial, reputational and compliance risks. ii. To approve Risk Management Policy of the Company and review the same annually to keep it updated to address varying nature and dynamics of risks faced by the Company from time-to-time. iii. To review management's assessment of risk at least once in a year and provide an update to the Board in this regard.

The Audit, Risk and Compliance Committee also meets the requirement of composition and other stipulations in terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has implemented Enterprise Risk Management wherein business units and corporate functions review and address risks with the oversight of the Audit, Risk & Compliance Committee and the Board of Directors. This is being facilitated by the Internal Audit team of the Company. The Risk Management Policy of the Company is available on our website i.e., https://www.narayanahealth.org/stakeholder-relations/ company-policies.

There was no change in the nature of business of the Company during the financial year.

ISO Healthcare, an erstwhile Associate Company incorporated in Mauritius had filed an application during the financial year 2023-24, for voluntary liquidation in accordance with Section 137 of the Insolvency Act, 2009 in Mauritius, for the winding up the affairs of the Company. The application filed by ISO Healthcare was approved and the same was dissolved with effect from April 3, 2024.

During the financial year under review, pursuant to the approval by the Board of Directors of the Company and Meridian Medical Research & Hospital Ltd. (MMRHL), a subsidiary, an application has been submitted with BSE Limited and National Stock Exchange of India Limited, the stock exchanges where the shares of the Company are listed, on December 20, 2024 for seeking their ‘No-Objection' in relation to the proposed amalgamation of MMRHL with the Company. The stock exchanges, after reviewing the application, had further forwarded the application to the Securities and Exchange Board of India for its approval. The application is pending for approval by SEBI, post which, the stock exchanges shall issue the No-Objection letter. Post receipt of No-Objection letter from the stock exchanges, an application shall be filed by the Company and its subsidiary with the Hon'ble National Company Law Tribunal, Kolkata Bench (the registered office of the subsidiary Company is situated in Kolkata, West Bengal) seeking its approval for the amalgamation of MMRHL with the Company. In the event the application filed by the subsidiary for shifting of its Registered Office from Kolkata to Bengaluru is approved by the Regional Director prior to the filing of the application for the merger, then the application shall be filed before the Hon'ble National Company Law Tribunal, Bengaluru Bench.

The Company has neither filed an application during the year under review nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at March 31, 2025.

No such event has occurred during the year under review.

The Company has not initiated any Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 during the year under review.

During the year under review, the Company has not transferred any amount to the Investor Education and Protection Fund (IEPF), as per the requirements of the IEPF Rules as no such requirement has arisen during the year.

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel as required under Regulation 34 read with Part D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A declaration signed by Dr. Emmanuel Rupert, Managing Director and Group CEO of the Company affirming the compliance with the Code of Conduct of the Company for the financial year 2024-25 has been annexed as part of this Report.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

The Company has complied with the mandatory applicable Secretarial Standards on Board and General Meetings issued by the Institute of Company Secretaries of India.

Your Directors express strong sense of gratitude towards all the internal and external stakeholders including patients, business associates, vendors, bankers, investors, Central and State Governments for all the support extended during the year. Your Directors' also wish to thank the medical professionals and employees at each level for their continued hard work, commitment and performance during the year.