5395512026-07-245395512026-07-242026-07-24ResolutionOrAgendaDomain15395512026-07-24ResolutionOrAgendaDomain15395512026-07-242026-07-24ResolutionOrAgendaDomain25395512026-07-24ResolutionOrAgendaDomain25395512026-07-242026-07-24ResolutionOrAgendaDomain35395512026-07-24ResolutionOrAgendaDomain35395512026-07-242026-07-24ResolutionOrAgendaDomain45395512026-07-24ResolutionOrAgendaDomain45395512026-07-242026-07-24ResolutionOrAgendaDomain55395512026-07-24ResolutionOrAgendaDomain55395512026-07-242026-07-24ResolutionOrAgendaDomain65395512026-07-24ResolutionOrAgendaDomain65395512026-07-242026-07-24ResolutionOrAgendaDomain75395512026-07-24ResolutionOrAgendaDomain75395512026-07-242026-07-24ResolutionOrAgendaDomain85395512026-07-24ResolutionOrAgendaDomain85395512026-07-242026-07-24ResolutionOrAgendaDomain95395512026-07-24ResolutionOrAgendaDomain95395512026-07-242026-07-24ResolutionOrAgendaDomain105395512026-07-24ResolutionOrAgendaDomain105395512026-07-242026-07-24ResolutionOrAgendaDomain115395512026-07-24ResolutionOrAgendaDomain11iso4217:INRxbrli:pureNarayana Hrudayalaya Ltd.NHNew2026-07-2323:53:002026-07-24Annual General MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)26Friday2026-08-1411:30:00Video Conferencing / Other Audio Visual Means11Ordinary ResolutionAdoption of Financial Statements“RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 including the Audited Balance Sheet as at March 31, 2026 and Statement of Profit & Loss, the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date along with notes thereon, and the Auditors’ Report and Report of the Board of Directors thereon along with all annexures, as issued to the Members pursuant to Section 134 of the Companies Act, 2013, be and are hereby received, considered and adopted.”Ordinary ResolutionAdoption of Financial Statements“RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 including the Audited Balance Sheet as at March 31, 2026, the Statement of Profit & Loss, the Cash Flow Statement and the Statement of Changes in Equity on a consolidated basis for the year ended on that date along with notes thereon, and the Auditors’ Report on Consolidated Financial Statement pursuant to Section 134 of the Companies Act, 2013, be and are hereby received, considered and adopted.”Ordinary ResolutionIssuance/Corporate ActionDividend “RESOLVED THAT a final dividend of Rs. 4.50 per share on the equity shares of Rs. 10 each aggregating to Rs. 91,96,23,618/- as recommended by the Board of Directors of the Company for the year ended March 31, 2026 be and is hereby declared and paid to those members whose name stand on the Register of Members and Register of Beneficial Owners of the Company on July 17, 2026.”Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRetirement by rotation“RESOLVED THAT Dr. Kiran Mazumdar Shaw (DIN: 00347229), who retires by rotation at this Annual General Meeting be and is hereby re-appointed as a Director of the Company pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and Article 59 of Articles of Association of the Company, and that her period of office be liable to determination by retirement of Directors by rotation under Companies Act, 2013 and the Articles of Association of the Company”.Non-Executive - Non-Independent DirectorDr. Kiran Mazumdar Shaw003472292026-08-142026-08-14Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRatification“RESOLVED THAT, pursuant to the provisions of Section 148 and all the other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactments thereof for the time being in force), the members of the Company be and hereby approve and ratify the remuneration of Rs. 4,00,000/- (Rupees Four Lakhs Only) per annum plus applicable taxes and out of pocket expenses payable to M/s. PSV & Associates, Cost Accountants, Bengaluru (Firm Registration Number: 000304) who has been appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of cost records for the financial year ending March 31, 2027. RESOLVED FURTHER THAT, the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution”.OthersCost AuditorsM/s. PSV & Associates, Cost Accountants, Bengaluru (Firm Registration Number: 000304)2026-04-012027-03-31Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointment“RESOLVED THAT, pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to Regulations 16(1)(b), 25 and other applicable Regulations, if any of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force), Article 48 of the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the members be and is hereby accorded for the re-appointment of Ms. Terri Smith Bresenham (DIN: 09111500) as an Independent Director of the Company to hold office for the second term of five consecutive years commencing from August 5, 2026 to August 4, 2031, not liable to retire by rotation. RESOLVED FURTHER THAT, the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.Non-Executive - Independent DirectorMs. Terri Smith Bresenham091115002026-08-052031-08-042Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRemuneration“RESOLVED THAT, in accordance with the provisions of Sections 196, 197, 198, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any amendment/modification or enactment thereof for the time being in force), subject to Articles 52, 64, 66 and any other applicable Articles of the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded to revise the remuneration payable to Dr. Devi Prasad Shetty (DIN: 00252187) as Whole-time Director of the Company on the terms and conditions as hereinafter mentioned effective from April 1, 2026 and valid for the remaining tenure of his appointment, i.e., upto August 28, 2028 or till such time his remuneration is further revised before the end of his tenure, whichever is earlier. Consolidated Salary: Consolidated salary upto Rs. 26,17,00,000/- (Rupees Twenty Six Crores Seventeen Lakhs only) per annum which includes performance-based pay, allowances and perquisites, with the authority to the Board to fix the salary within the said maximum limit from time to time including the various components of such salary. Benefits apart from consolidated salary: Group Mediclaim Insurance Policy, Group Personal Accident Policy and Group Term Life Insurance Policy. RESOLVED FURTHER THAT all other terms and conditions, as per the policies of the Company, shall be applicable, including but not limited to earned/privilege leave and gratuity, in accordance with the applicable provisions of the relevant statutes. RESOLVED FURTHER THAT, in the event the remuneration payable to the Whole-time director along with remuneration payable to other Whole-time Directors and Non-executive Directors of the Company exceeds the limits specified under first proviso and second proviso to sub-section (1) of Section 197 of the Companies Act, 2013, the aforesaid remuneration be paid to the Whole-time director notwithstanding the limits prescribed under the said provisos. RESOLVED FURTHER THAT, the aforesaid remuneration be paid to the Whole-time Director notwithstanding the limits prescribed under Regulation 17(6)(e) of the Listing Regulations. RESOLVED FURTHER THAT, in the event of loss or the profits made are inadequate as determined under Section 198 of the Act, in any financial year during the currency of the tenure of the Whole-time Director, the Board of Directors be and is hereby authorised to pay such sum as remuneration to the Whole-time Director upto the consolidated salary and other benefits as specified above, notwithstanding the limits prescribed under Schedule V of the Act. RESOLVED FURTHER THAT, the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.”Executive DirectorDr. Devi Prasad Shetty002521872023-08-292028-08-28261700000Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRemuneration“RESOLVED THAT, in accordance with the provisions of Sections 196, 197, 198, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any amendment/modification or enactment thereof for the time being in force), subject to Articles 52, 64, 66 and any other applicable Articles of the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded to revise the remuneration payable to Mr. Viren Prasad Shetty (DIN: 02144586) as Whole-time Director designated as Executive Vice Chairman of the Company on the terms and conditions as hereinafter mentioned effective from April 1, 2026 and valid for the remaining tenure of his appointment i.e., upto August 28, 2028 or till such time his remuneration is further revised before the end of his tenure, whichever is earlier. Consolidated Salary: Consolidated salary upto Rs. 6,61,00,000/- (Rupees Six Crore Sixty-One Lakhs Only) per annum which includes performance-based pay, allowances and perquisites with the authority to the Board to fix the salary within the said maximum limit from time to time including the various components of such salary. Benefits apart from consolidated salary: Group Mediclaim Insurance Policy, Group Personal Accident Policy, Group Term Life Insurance Policy and Group Term Life – Future Service Guarantee. RESOLVED FURTHER THAT all other terms and conditions, as per the policies of the Company, shall be applicable, including but not limited to earned/privilege leave and gratuity, in accordance with the applicable provisions of the relevant statutes. RESOLVED FURTHER THAT, in the event the remuneration payable to the Whole-time Director along with remuneration payable to other Whole-time Directors and Non-executive Directors of the Company exceeds the limits specified under first proviso and second proviso to sub-section (1) of Section 197 of the Companies Act, 2013, the aforesaid remuneration be paid to the Whole-time Director notwithstanding the limits prescribed under the said provisos. RESOLVED FURTHER THAT, the aforesaid remuneration be paid to the Whole-time Director notwithstanding the limits prescribed under Regulation 17 (6)(e) of the Listing Regulations. RESOLVED FURTHER THAT, in the event of loss or the profits made are inadequate as determined under Section 198 of the Act, in any financial year during the currency of the tenure of the Whole-time Director, the Board of Directors be and is hereby authorised to pay such sum as remuneration to the Whole-time Director upto the consolidated salary as specified above, notwithstanding the limits prescribed under Schedule V of the Act. RESOLVED FURTHER THAT, the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard”.Executive DirectorMr. Viren Prasad Shetty021445862023-08-292028-08-2866100000Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRemuneration“RESOLVED THAT, pursuant to the provisions of Sections 196, 197, 198, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any amendment/ modification or enactment thereof for the time being in force), subject to Articles 52, 64, 66 and any other applicable Articles of the Articles of Association of the Company and subject to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members be and is hereby accorded to revise the remuneration payable to Dr. Emmanuel Rupert (DIN: 07010883) as Managing Director and Group CEO of the Company on the terms and conditions as hereinafter mentioned effective from April 1, 2026 and valid for the remaining tenure of his appointment i.e., upto February 10, 2028 or till such time his remuneration is further revised before the end of his tenure, whichever is earlier. Consolidated Salary: Dr. Emmanuel Rupert shall be paid consolidated salary up to Rs. 11,33,00,000/- (Rupees Eleven Crores Thirty Three Lakhs only) per annum which includes performance-based pay, allowances and perquisites with the authority to the Board to fix the salary within the said maximum limit from time to time including the various components of such salary. Other Benefits: Group Mediclaim Insurance Policy, Group Personal Accident Policy, Group Term Life Insurance Policy and Group Term Life – Future Service Guarantee. RESOLVED FURTHER THAT all other terms and conditions, as per the policies of the Company, shall be applicable, including but not limited to earned/privilege leave and gratuity, in accordance with the applicable provisions of the relevant statutes. RESOLVED FURTHER THAT, in the event, the remuneration payable to the Managing Director and Group CEO along with remuneration payable to other Whole-time Directors and Non-Executive Directors of the Company exceed the limits specified under first proviso and second proviso to sub-section (1) of Section 197 of the Companies Act, 2013, the aforesaid remuneration be paid to the Managing Director and Group CEO notwithstanding the limits prescribed under the said provisos. RESOLVED FURTHER THAT, in the event of loss or the profits made are inadequate as determined under Section 198 of the Act, in any financial year during the currency of the tenure of the Managing Director and Group CEO, the Board of Directors be and is hereby authorised to pay such sum as remuneration to the Managing Director and Group CEO upto the consolidated salary and other benefits as specified above, notwithstanding the limits prescribed under Schedule V of the Act. RESOLVED FURTHER THAT, the Board of Directors of the Company, be and are hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard”.Executive DirectorDr. Emmanuel Rupert070108832025-02-112028-02-10113300000Special ResolutionOthersOthersTo approve payment of Remuneration to Non- Executive DirectorsRESOLVED THAT, pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Article 52 of the Articles of Association of the Company, consent of the members be and is hereby accorded for payment of remuneration to the Non-Executive Directors, including Independent Directors, for a period of five consecutive years commencing from April 1, 2026 to March 31, 2031, by way of commission, as may be determined by the Board from time to time. RESOLVED FURTHER THAT such remuneration by way of commission shall not exceed one percent (1%) of the net profits of the Company in any financial year or such other percentage as may be permissible under the Act from time to time, and shall be computed in the manner prescribed under Section 198 of the Act. RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the aforesaid period, the Non-Executive Directors, including Independent Directors, shall be entitled to receive such remuneration as may be determined by the Board, in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013, and subject to such approvals as may be required.Special ResolutionIssuance/Corporate ActionIssuance of Securities“RESOLVED THAT, pursuant to the provisions of Sections 42 and 71 and all other applicable provisions of the Companies Act, 2013 (“the Act”), applicable provisions of the Securities Contracts (Regulation) Act, 1956, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999 and any other applicable Rules, Regulations, Notifications, Circulars (including any statutory modification(s) or re-enactment thereof, for the time being in force), prescribed by the Government of India, Reserve Bank of India, or any other regulatory authority, whether in India or abroad and Article 29 of the Articles of Association of the Company, consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of Directors which the Board may have constituted / will constitute to exercise any or all of its powers including the powers conferred by this resolution) to offer, invite subscription for or issue debt securities, secured or unsecured, including redeemable Non- Convertible Debentures (“Debt Securities”) not exceeding Rs.1,500 crores (Rupees One Thousand Five Hundred Crores Only) during the period of one year from the date of this Annual General Meeting in one or more series/ tranches, denominated in Indian Rupees or in any foreign currency on a private placement basis, on such terms and conditions as the Board may, from time to time, determine and consider proper and most beneficial to the Company including as to when the said debt securities be issued, the consideration for the issue, utilization of the issue proceeds and all matters connected with or incidental thereto. PROVIDED THAT, the total amount that may be so raised in the aggregate, by such offer or invitation for subscriptions of the said Debt Securities, and outstanding at any point of time along with the other borrowings of the Company, shall be within the overall borrowing limit as shall stand approved by the members under Section 180(1)(c) of the Act from time-to-time. RESOLVED FURTHER THAT, the Board, be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.