Meeting Details

The 26th Annual General Meeting was held on Friday, August 14, 2026 at 11:30 A.M. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The notice for this meeting was dated May 22, 2026. The cut-off date for determining shareholders entitled to vote was Friday, August 07, 2026.

Summary of Proposed Resolutions and Implications

Shareholders considered and voted on 11 resolutions:

1. Ordinary Resolution: To adopt the audited standalone financial statements for FY ended March 31, 2026.

2. Ordinary Resolution: To adopt the audited consolidated financial statements for FY ended March 31, 2026.

3. Ordinary Resolution: To declare a dividend of ₹4.50 per Equity Share for FY 2025-26.

4. Ordinary Resolution: To reappoint Dr. Kiran Mazumdar Shaw (DIN: 00347229), who retired by rotation.

5. Ordinary Resolution: To ratify the remuneration payable to the Cost Auditors for FY 2026-27.

6. Special Resolution: To reappoint Ms. Terri Smith Bresenham (DIN: 09111500) as an Independent Director for a second five-year term effective August 5, 2026.

7. Special Resolution: To approve a revision in the remuneration of Dr. Devi Prasad Shetty (DIN: 00252187) as Whole-time Director.

8. Special Resolution: To approve a revision in the remuneration of Mr. Viren Prasad Shetty (DIN: 02144586) as Whole-time Director (Executive Vice Chairman).

9. Special Resolution: To approve a revision in the remuneration of Dr. Emmanuel Rupert (DIN: 07010883) as Managing Director and Group CEO.

10. Special Resolution: To approve payment of remuneration to Non-executive Directors.

11. Special Resolution: To approve the issue of Debt Securities on a Private Placement basis.

The promoters and promoter group were not interested in Resolutions 1, 2, 3, 5, 6, 9, 10, and 11. They were interested in Resolutions 7 and 8 (remuneration revisions for Dr. Devi Shetty and Mr. Viren Shetty).

Voting Process and Methods

The voting was conducted via:

  • Remote e-voting facilitated by National Securities Depository Limited (NSDL). The voting period commenced on Tuesday, August 11, 2026, at 9:00 A.M. (IST) and ended on Thursday, August 13, 2026, at 5:00 P.M. (IST).
  • E-voting at the meeting was provided for shareholders present at the AGM through VC/OAVM who had not cast their vote remotely.

Physical polling and postal ballots were not utilized, resulting in zero votes from these methods.

Key Voting Outcomes

Overall Participation

  • Total Outstanding Shares: 20,43,60,804
  • Total Votes Polled: 16,68,24,861 to 16,68,29,393 (varies slightly by resolution)
  • Overall Poll Percentage: 81.6325% to 81.6347%
  • Number of Shareholders on Record Date: 213,194
  • Shareholders Attending Meeting via VC: 61 (6 Promoter Group, 55 Public)

Resolution-wise Results

All resolutions were passed. Key outcomes include:

  • Resolution 1 (Standalone Financials): 99.9999% in favour (16,68,24,772 votes for; 89 against).
  • Resolution 2 (Consolidated Financials): 99.9999% in favour (16,68,24,747 votes for; 89 against).
  • Resolution 3 (Dividend of ₹4.50/share): 99.9999% in favour (16,68,24,772 votes for; 89 against).
  • Resolution 4 (Reappointment of Dr. Kiran Mazumdar Shaw): 94.7305% in favour (15,80,38,291 votes for; 87,90,992 against). This was the only resolution with significant opposition.
  • Resolution 5 (Cost Auditor Remuneration): 99.9999% in favour (16,68,18,164 votes for; 89 against).
  • Resolution 6 (Reappointment of Terri Bresenham): 99.9740% in favour (16,67,85,993 votes for; 43,340 against).
  • Resolution 7 (Remuneration - Dr. Devi Shetty): 99.4950% in favour (16,59,86,882 votes for; 84,251 against).
  • Resolution 8 (Remuneration - Mr. Viren Shetty): 99.7933% in favour (16,64,84,447 votes for; 3,44,846 against).
  • Resolution 9 (Remuneration - Dr. Emmanuel Rupert): 99.6797% in favour (16,62,95,029 votes for; 5,34,304 against).
  • Resolution 10 (Non-Exec Director Remuneration): 99.9997% in favour (16,68,28,754 votes for; 579 against).
  • Resolution 11 (Debt Securities Issue): 99.7701% in favour (16,64,45,772 votes for; 3,83,621 against).

Category-wise Breakdown (Illustrative for Resolution 1)

  • Promoter & Promoter Group: 100% participation (12,93,08,730 votes), 100% in favour.
  • Public Institutions: 80.8557% participation (3,15,87,791 votes), 100% in favour.
  • Public Non-Institutions: 16.4744% participation (59,28,340 votes), 99.9985% in favour (59,28,251 votes), 0.0015% against (89 votes).

Scrutinizer's Role and Findings

Mr. Sudhindra K S, a Company Secretary in Practice (FCS 7909), was appointed as the Scrutinizer. His responsibilities included scrutinizing the remote e-voting process and the e-voting during the AGM in a fair and transparent manner, based on data downloaded from the NSDL e-voting system.

The scrutinizer's report, dated August 17, 2026, confirmed the vote counts for each resolution and concluded that the process was conducted as per the Companies Act, 2013 and relevant rules. The report provided a member-wise breakdown of votes for and against each resolution.

Compliance Confirmation

The letter and enclosed documents are submitted in compliance with Regulation 44(3) of the SEBI (LODR) Regulations, 2015. The voting results and scrutinizer's report were also uploaded on the company's website (www.narayanahealth.org) and NSDL's website (www.evoting.nsdl.com).