Meeting Details

The 26th Annual General Meeting will be held on Friday, August 14, 2026 at 11:30 a.m. IST through Video Conference/Other Audio Visual Means. The deemed venue is the Registered Office at 258/A, Bommasandra Industrial Area, Anekal Taluk, Bengaluru-560099.

Remote E-Voting Schedule

  • Commencement: Tuesday, August 11, 2026 at 9:00 A.M. IST
  • End: Thursday, August 13, 2026 at 5:00 P.M. IST
  • Cut-off date for voting eligibility: Friday, August 7, 2026

Ordinary Business Agenda

1. Adoption of Financial Statements

To receive, consider and adopt the audited standalone financial statements for FY ended March 31, 2026 together with reports of Board of Directors and Auditors.

2. Adoption of Consolidated Financial Statements

To receive, consider and adopt the audited consolidated financial statements for FY ended March 31, 2026 with Auditors' Report.

3. Dividend Declaration

To declare final dividend of ₹4.50 per equity share of ₹10 each aggregating to ₹91,96,23,618 for FY ended March 31, 2026. Record date for dividend eligibility: July 17, 2026. Dividend will be paid within 30 days from AGM date.

4. Director Re-appointment

To appoint Dr. Kiran Mazumdar Shaw (DIN: 00347229) who retires by rotation and is eligible for re-appointment.

Special Business Agenda

5. Cost Auditor Remuneration Ratification

To ratify remuneration of ₹4,00,000 per annum plus applicable taxes and out-of-pocket expenses payable to M/s. PSV & Associates, Cost Accountants, Bengaluru (Firm Registration Number: 000304) for conducting cost audit for FY 2026-27.

6. Independent Director Re-appointment

To approve re-appointment of Ms. Terri Smith Bresenham (DIN: 09111500) as Independent Director for second term of five consecutive years effective from August 5, 2026 to August 4, 2031.

7. Executive Director Remuneration Revision - Dr. Devi Prasad Shetty

To approve revision in remuneration of Dr. Devi Prasad Shetty (DIN: 00252187) as Whole-time Director effective from April 1, 2026 for remaining tenure until August 28, 2028:

  • Consolidated salary up to ₹26,17,00,000 per annum (includes performance-based pay, allowances, perquisites)
  • Benefits: Group Mediclaim Insurance, Group Personal Accident Policy, Group Term Life Insurance Policy
  • Previous approved remuneration: ₹23,79,00,000 per annum (approved at 25th AGM)

8. Executive Director Remuneration Revision - Mr. Viren Prasad Shetty

To approve revision in remuneration of Mr. Viren Prasad Shetty (DIN: 02144586) as Whole-time Director designated as Executive Vice Chairman effective from April 1, 2026 for remaining tenure until August 28, 2028:

  • Consolidated salary up to ₹6,61,00,000 per annum (includes performance-based pay, allowances, perquisites)
  • Benefits: Group Mediclaim Insurance, Group Personal Accident Policy, Group Term Life Insurance Policy, Group Term Life – Future Service Guarantee
  • Previous approved remuneration: ₹5,51,00,000 per annum (approved at 25th AGM)

9. Managing Director Remuneration Revision - Dr. Emmanuel Rupert

To approve revision in remuneration of Dr. Emmanuel Rupert (DIN: 07010883) as Managing Director and Group CEO effective from April 1, 2026 for remaining tenure until February 10, 2028:

  • Consolidated salary up to ₹11,33,00,000 per annum (includes performance-based pay, allowances, perquisites)
  • Benefits: Group Mediclaim Insurance, Group Personal Accident Policy, Group Term Life Insurance Policy, Group Term Life – Future Service Guarantee
  • Previous approved remuneration: ₹10,12,00,000 per annum (approved at 25th AGM)

10. Non-Executive Director Remuneration

To approve payment of remuneration to Non-Executive Directors, including Independent Directors, for five consecutive years commencing April 1, 2026 to March 31, 2031 by way of commission not exceeding 1% of net profits of the Company computed under Section 198 of Companies Act, 2013.

11. Debt Securities Issuance

To approve issue of debt securities, secured or unsecured, including redeemable Non-Convertible Debentures not exceeding ₹1,500 crores during one year from AGM date on private placement basis in one or more series/tranches. This is to comply with SEBI requirement for Large Corporates (outstanding long-term borrowings exceeding ₹1,000 crore with AA rating) to raise at least 25% of qualified borrowings through debt securities.

Financial Performance Reference (INR in Million)

| Year | Turnover | EBIDTA | PBT | PAT |

| 2021-22 | 37,013.17 | 6,880.83 | 4,297.78 | 3,421.20 |

| 2022-23 | 45,247.65 | 10,312.69 | 7,515.77 | 6,065.66 |

| 2023-24 | 48,902.07 | 12,223.54 | 8,839.93 | 7,896.24 |

| 2024-25 | 54,829.77 | 13,684.22 | 9,370.51 | 7,906.31 |

| 2025-26 | 78,960.35 | 17,168.91 | 9,651.26 | 8,059.79 |

Shareholding Information

Dr. Devi Prasad Shetty and his relatives/related entities together hold 63.27% shareholding in the Company. Mr. Viren Prasad Shetty holds 5% shares individually.

Dividend Taxation Details

  • TDS at 10% for resident shareholders under Section 393 of Income-tax Act
  • No TDS if total dividend receivable by resident individual does not exceed ₹10,000 during financial year
  • TDS at 20% or applicable DTAA rate for non-resident shareholders plus surcharge and health & education cess
  • Dividend payment will be made only through electronic mode as mandated by SEBI

Compliance Information

The notice is being sent electronically to shareholders whose email IDs are registered. For shareholders without registered email, physical letters with web-link to access AGM notice are being dispatched. The notice has been uploaded on company website (www.narayanahealth.org), stock exchange websites (BSE, NSE), and NSDL website.

Scrutinizer Appointment

Mr. Sudhindra K S, Practicing Company Secretary (FCS No. 7909, CP No. 8190), Bengaluru appointed as scrutinizer for remote e-voting and voting at AGM.