Key Resolution Details

The company seeks member approval through a Postal Ballot process for one item of special business:

Item No. 1: Revision of Professional Fee for Dr. Varun Shetty

  • Resolution Type: Ordinary Resolution
  • Purpose: To approve revision in professional fee payable to Dr. Varun Shetty as a Consultant Surgeon, an office or place of profit under the Companies Act, 2013
  • Current Fee: ₹3,60,00,000 (Rupees Three Crore Sixty Lakhs) per annum
  • Proposed Revised Fee: ₹4,80,00,000 (Rupees Four Crores Eighty Lakhs) per annum
  • Effective Date: April 1, 2026
  • Rationale: The revision includes quaternary care program development incentive and is commensurate with work contributions in Cardiac Surgery, experience, and prevalent industry standards

Related Party Context

Dr. Varun Shetty is a relative of:

  • Dr. Devi Prasad Shetty (Chairman & Whole-time Director)
  • Mr. Viren Prasad Shetty (Executive Vice Chairman)
  • Dr. Anesh Shetty (Non-Executive Director)

This relationship makes the transaction a related party transaction under Section 188(1)(f) of the Companies Act, 2013, requiring shareholder approval.

Background and Qualifications

  • Dr. Varun Shetty was originally engaged as Consultant Surgeon with approval at the Annual General Meeting held on August 3, 2018
  • Qualifications: MBBS (2010), DNB in Cardiothoracic Surgery from Narayana Institute of Cardiac Sciences (2016), FRCS in Cardiothoracic Surgery from The Royal College of Surgeons, Edinburgh, UK (2018)
  • Current Position: Senior Consultant in Cardiac surgery at Narayana Institute of Cardiac Sciences, Bengaluru
  • Specializations: Leads high-end tertiary and quaternary cardiac surgical work including Aortic Surgery, Heart and Lung Transplant, Ventricular Assist Device (VAD) & Artificial Hearts, CTEPH Surgeries

Approval Process

  • Board approval obtained on May 22, 2026, based on recommendations from Audit, Risk and Compliance Committee and Nomination and Remuneration Committee
  • The proposed revision represents an enhancement of the maximum permissible payout ceiling, not an assured annual remuneration
  • Any payout under the incentive framework remains contingent upon professional fees for the clinical program and achievement of defined programme objectives and performance parameters

Voting Details

  • Cut-off Date: August 28, 2026 (for determining voting eligibility)
  • Voting Period: September 5, 2026 (9:00 AM IST) to October 4, 2026 (5:00 PM IST)
  • Result Declaration: On or before October 6, 2026 (5:00 PM IST)
  • Voting Method: Remote e-voting only through NSDL services
  • Scrutinizer: Mr. Sudhindra K S, Practicing Company Secretary (FCS No. 7909, CP No. 8190), Bengaluru

Distribution Method

The Notice is being sent only through electronic mode to members whose email addresses are registered with the Company/Depositories/RTA (KFin Technologies Limited). Physical copies are not being sent.

Additional Information

The Notice is available on:

  • Company website: www.narayanahealth.org
  • NSDL website: www.evoting.nsdl.com
  • Stock exchange websites: www.bseindia.com and www.nseindia.com

Documents referred to in the Notice are available for electronic inspection until the last date of voting by emailing investorrelations@narayanahealth.org.

Financial Impact

The resolution, if approved, will increase the maximum permissible annual professional fee payout from ₹3.6 crore to ₹4.8 crore for Dr. Varun Shetty's services.