Your Directors have immense pleasure in presenting their 25^th 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

2. PERFORMANCE OVERVIEW

Standalone Operations

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

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

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

Consolidated Operations

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

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

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

3. TRANSFER TO RESERVES

Dividend and 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

Review of performance of Subsidiaries 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.

ii. Meridian Medical Research & Hospital Limited
(MMRHL)

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.

v. NH Health Bangladesh Private Limited (NHBPL)

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.

vii. Health City Cayman Islands Ltd (HCCI)

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.

viii. Narayana Health North America LLC

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.

ix. Athma Healthtech Private Limited

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.

x. NH Integrated Care Private Limited

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.

xiv. Narayana Health Insurance Limited

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.

xv. Medha AI Private Limited

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.

Associate Companies

i. Reya Health Inc (formerly Cura Technologies Inc)

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

Composition of Board of Directors and changes
thereof

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.

Appointments

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 24^th
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.

Retirement by rotation

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.

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.

Key Managerial Personnel

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

Details of Key Managerial Personnel who were
appointed or have resigned during the year

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

Committees and their Constitution

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.

Number of meetings of the Board

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¬
a-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.

10. PERFORMANCE EVALUATION OF DIRECTORS

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.

11. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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.

12. CORPORATE SOCIAL RESPONSIBILITY

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.

13. ISSUANCE OF NON-CONVERTIBLE
DEBENTURES ON PRIVATE PLACEMENT
BASIS

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.

14. CREDIT RATING

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.

15. DETAILS OF DEBENTURE TRUSTEES

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:-

Axis Trustee Services Limited

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

16. PARTICULARS OF EMPLOYEES

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.

17. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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.

18. CORPORATE GOVERNANCE

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.

19. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

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.

20. AUDITORS

A. Statutory Auditors

The members of the Company in their 22^nd 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 22^nd Annual General Meeting
till the conclusion of 27^th Annual General Meeting.

Auditor’s Report

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.

B. Cost Auditors

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.

C. Secretarial Auditor

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.

21. INTERNAL AUDIT SYSTEMS

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.

22. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

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.

23. DEPOSITS

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.

24. PARTICULARS OF LOANS, SECURITIES,
GUARANTEES AND INVESTMENTS

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.

25. ANNUAL RETURN

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.

26. SIGNIFICANT OR MATERIAL ORDERS PASSED
BY THE REGULATORS/ COURTS

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.

27. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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.

28. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

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.

29. DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

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.

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.

31. CHANGE IN THE NATURE OF BUSINESS

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

32. NAMES OF COMPANIES WHICH HAVE
BECOME OR CEASED TO BE COMPANY’S
SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR

ISO Healthcare

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.

33. AMALGAMATION OF MERIDIAN MEDICAL
RESEARCH & HOSPITAL LTD., A SUBSIDIARY
WITH NARAYANA HRUDAYALAYA LIMITED
(HOLDING COMPANY)

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.

34. PROCEEDINGS PENDING, IF ANY, UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

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.

35. THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

No such event has occurred during the year under review.

36. CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

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

37. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

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.

38. DECLARATION ON CODE OF CONDUCT

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.

39. REPORTING OF FRAUDS BY AUDITORS

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.

40. SECRETARIAL STANDARDS

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

41. ACKNOWLEDGEMENT

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.

For and on behalf of the Board

Dr. Emmanuel Rupert Dr. Devi Prasad Shetty

Place: Bengaluru Managing Director and Group CEO Chairman

Date: May 23, 2025 DIN: 07010883 DIN: 00252187