Dear Members,

Your Directors have immense pleasure in presenting their 26^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS, PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

( in million, except per share data)

* Expenses before depreciation and amortization, finance costs and exceptional items.

2. PERFORMANCE OVERVIEW

During the year under review, the total income of the Company increased from Rs 37,322.85 million in FY 2024-25 to Rs 41,515.75 million in FY 2025-26.

Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased from Rs 8,137.02 million in FY 2024-25 to Rs 10,158.82 million in FY 2025-26.

Profit for the year was Rs 5,031.13 million as against profit of Rs 4,311.42 million in FY 2024-25.

During the year under review, the total income of the Company increased from Rs 55,750.12 million in FY 2024-25 to Rs 79,962.54 million in FY 2025-26.

Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased from Rs 13,684.22 million in FY 2024-25 to Rs 17,168.91 million in FY 2025-26.

Profit for the year was Rs 8,059.79 million as against Rs 7,906.31 million in FY 2024-25.

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, 2026. The final dividend on equity shares, if approved by the members, would involve a cash outflow of J 919.62 million.

The Directors have decided to retain an amount of Rs 5,031.13 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, 2026, the Company has 20 Subsidiary Companies and 2 Associate Companies. 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 multispecialty 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 multispecialty and super-specialty 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 was running and operating the Shri Mata Vaishno Devi Narayana Superspeciality Hospital at Kakryal near Katra in Jammu which caters to patients across more than 20 different specialties, with radiology, obstetrics & gynaecology, oncology, etc. upto the closing hours of March 31, 2026. Pursuant to the Business Transition Agreement dated March 25, 2026 and the Management Agreement dated March 28, 2025, the business undertaking of Shri Mata Vaishno Devi Narayana Superspeciality Hospital has been transferred on a going concern basis to Shri Mata Vaishno Devi Charitable Society (SMVDCS). Accordingly, with effect from April 1, 2026, the ownership, operations and control of the Hospital stand vested with SMVDCS, and the subsidiary continues to provide management and consultancy support in terms of the applicable agreements. 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 2025-26. 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 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 10 (Ten) Clinics situated in Bengaluru and 1 (One) Clinic situated in Hosur. Further, other financial information is included in Form AOC-1. Pursuant to the proposed Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, presently under process, the clinic business of NH Integrated Care Private Limited comprising its clinical services undertaking, is proposed to be demerged and transferred to Narayana Hrudayalaya Limited ("NHL"). The transfer shall take effect upon the Scheme being sanctioned by the Hon'ble National Company Law Tribunal ("NCLT") and becoming effective. Upon the passing of the final order by the NCLT and filing thereof with the Registrar of Companies, the said clinic business shall stand vested in NHL as a going concern.

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 financial year 2024-25, 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. Narayana Hrudayalaya UK Ltd.

Narayana Hrudayalaya UK Ltd. is a wholly-owned subsidiary of Health City Cayman Islands Limited, Cayman Islands and a step-down subsidiary of the Company incorporated in the United Kingdom on October 8, 2025. The Company was incorporated to act as a holding Company for potential future investments that the subsidiary may explore in geographies outside of Cayman Islands. Narayana Hrudayalaya UK Ltd. holds 100% of the equity investments in Practice Plus Group Hospitals Ltd., the operating subsidiary in the United Kingdom. Further, other financial information is included in Form AOC-1.

xiv. Practice Plus Group Hospitals Ltd.

Health City Cayman Islands Limited, a wholly-owned subsidiary in Cayman Islands, through its wholly-owned subsidiary, Narayana Hrudayalaya UK Ltd. in the United Kingdom has acquired 100% equity shares of Practice Plus Group Hospitals Ltd., a Company incorporated in the United Kingdom on November 6, 2025. The acquisition of Practice Plus Group Hospitals Ltd. will build upon the international presence of Narayana Health, following the successful expansion in the Caribbean through Health City Cayman Islands. Practice Plus Group Hospitals Ltd. runs and operates 7 hospitals, 3 Surgical Centers,

2 Urgent Treatment Centers, 3 Musculoskeletal/ Diagnostic Centers and 1 Ophthalmology Center with 330 bed capacity in the United Kingdom. Further, other financial information is included in Form AOC-1.

xv. Practice Plus Group Property Ltd.

Narayana Hrudayalaya UK Ltd., a wholly-owned step-down overseas subsidiary of the Company has incorporated a new wholly-owned subsidiary Company, namely, Practice Plus Group Property Ltd. on March 11, 2026 under the laws of the United Kingdom. The subsidiary is incorporated with object to acquire, hold, develop and maintain immoveable (land & building) hospital infrastructure in the United Kingdom. Such facilities shall be exclusively used captively by hospital operating entities of NH Group in UK, generally referred to as Opco / Propco structure Currently, Practice Plus Group Hospitals Limited runs and operates hospitals in the United Kingdom. Further, other financial information is included in Form AOC-1.

xvi. 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 mainly for captive purpose within the NH Group 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.

xvii. 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.

xviii. 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.

xix. Narayana Healthcare North Private Limited

The Company has incorporated a wholly-owned subsidiary, Narayana Healthcare North Private Limited on January 16, 2026. The wholly-owned subsidiary is incorporated to carry on the business of healthcare services in the field of operation of hospitals, health and wellness management. With the Company having gained foothold in the Northern part of the country and after considering the latent potential to optimise the presence in the region, the new wholly-owned subsidiary was incorporated to have a focused and dedicated entity for the business in the region. xx. Shepton Mallet Health Partnership Limited

Shepton Mallet Health Partnership Limited (SMHPL) was set up as an intermediary relating to the Shepton Mallet Joint Venture. Practice Plus Group Hospitals Limited (a wholly-owned subsidiary of Narayana Hrudayalaya UK Ltd., United Kingdom) owns 51% stake in Shepton Mallet Health Partnership Limited, with the remaining shares being held by Somerset Partnership NHS Foundation Trust. SMHPL is a subsidiary of Practice Plus Group Hospitals Limited and a step-down subsidiary of the Company. Further, other financial information is included in Form AOC-1.

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. Everhope Oncology Private Limited

Everhope Oncology Private Limited was incorporated on January 1, 2025. Health City Cayman Islands Ltd. (HCCI), a wholly owned overseas subsidiary of the Company, on March 7, 2025, has entered into a Joint Venture (JV) Agreement with 2070 Health Inc., W Health Ventures GP LLC, and Everhope Oncology Private Limited. This is a 50:50 JV with HCCI and 2070 Health Inc. with W Health Ventures holding equal shareholding. The purpose of entering into the agreement is to undertake the business of operating and managing a network of healthcare centres in India for cancer patients with a focus on chemotherapy treatment through the JV Company, i.e. Everhope Oncology Private Limited with the intent to operate the same as a joint venture company. Further, other financial information is included in Form AOC-1. 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 total revenue from all the subsidiaries of the Company in aggregate during the year under review was at Rs 39,208.94 million resulting in an overall contribution of 49.66% of the consolidated revenue.

5. SHARE CAPITAL

As on March 31, 2026, the Authorized Share Capital of the Company is Rs 3,800.00 million comprising of 30,90,00,000 Equity Shares of _10 each and 7,10,00,000 Preference Shares of Rs 10 each. The Paid-up Share Capital is Rs 2,043.61 million comprising of 20,43,60,804 Equity Shares of Rs 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) They 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) They 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) They have prepared the annual accounts on a going concern basis. v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively. vi) They 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 2025-26.

7. BOARD OF DIRECTORS AND COMMITTEES

Composition of Board of Directors and changes thereof

As on March 31, 2026, 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

The Board of Directors on May 22, 2026, has re-appointed Ms. Terri Smith Bresenham as an Independent Director for the second term of five consecutive years effective from August 5, 2026 and to hold office upto August 4, 2031, not liable to retire by rotation, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. She is not disqualified from being appointed as a Director in terms of the provisions of Section 164 of the Act.

Ms. Terri Smith Bresenham is independent of the management of the Company and fulfils the criteria of independence, as prescribed in the Companies Act, 2013, the rules made thereunder, and Regulation 16 of the SEBI Listing Regulations for the appointment as an Independent Director.

Retirement by rotation

Dr. Kiran Mazumdar Shaw (DIN:00347229), Non-Executive Director is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

Key Managerial Personnel

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

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

None of the Key Managerial Personnel 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 eight (8) 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-?-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. DECLARATIONBYINDEPENDENTDIRECTORS 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

The 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, the Company undertook several social welfare initiatives during the financial year under review. The Annual Report on CSR activities for the financial year 2025-26 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

The Non-Convertible Debentures (NCDs) were issued by the Company during FY24 and FY25 aggregating to J 300

Crores and J 500 Crores respectively in dematerialised form, on a private placement basis. The NCDs are listed on the Wholesale Debt Market Segment of BSE Limited. With respect to the issuance of 30,000 (Thirty Thousand) unsecured, listed, rated, redeemable, Non-Convertible Debentures (NCDs) of face value of J 1,00,000/- (Rupees

One Lakh only) each at par, aggregating to J 300 Crores, the tenor is for a period of of 60 (Sixty) months maturing on March 19, 2029 with interest payable at the rate of 8.25% per annum. With respect to the issuance of 50,000 (Fifty Thousand) unsecured, listed, rated, redeemable, Non-Convertible Debentures (NCDs) of face value of J 1,00,000/-

(Rupees One Lakh only) each at par, aggregating to up to H 500 Crores, the tenor is for a period of 4 (Four) years

11 (Eleven) months and 29 (Twenty Nine) days maturing on February 15, 2030 with interest payable at the rate of 8.40% per annum.

14. CREDIT RATING

The ICRA Limited has assigned the [ICRA] AA (Stable) rating on January 12, 2026 and reaffirmed the rating on January 19, 2026 in relation to the Non-Convertible Debentures by the Company issued on private placement basis during the financial years 2023-24 and 2024-25. 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 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, Practicing Company Secretaries, Kolkata, 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, Practicing Company Secretaries, Kolkata, pursuant to clause 10(i) of Part C under Schedule V of SEBI Listing Regulations 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 and BRSR Core for Company's value chain. 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.

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, 2026 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 2026-27, 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 2026-27 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 members of the Company in their 25^th Annual General Meeting (AGM) held on August 29, 2025 appointed M/s. Vinod Kothari & Company, Kolkata, Practicing Company Secretaries, having Unique Code: P1996WB042300, as Secretarial Auditors of the Company for a term of 5 (five) years to undertake secretarial audit of the Company from the financial year 2025-26 till the financial year 2029-30.

The Report of the Secretarial Audit for the financial year 2025-26 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 issued by M/s. Vinod Kothari & Company, Practicing Company Secretaries, Kolkata is annexed herewith as Annexure XI.

Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, the Secretarial Compliance Report, issued by M/s. Vinod Kothari & Company, Practicing Company Secretaries, Kolkata 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 appointed M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, as the Internal Auditors to conduct the 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. PKF Sridhar & Santhanam 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, 2026 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.

30. COMPLIANCE WITH THE MATERNITY BENEFITS ACT, 1961

During the year under review, the Company has complied with the provisions of the Maternity Benefits Act, 1961 in respect of women employees who have gone on maternity leave.

31. RISK MANAGEMENT POLICY

The Board of Directors of the Company at their meeting held on October 31, 2018 has decided to entrust the Audit, Risk and Compliance Committee to perform the role of a Risk Management Committee in terms of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has amended the Terms of Reference of the Committee suitably to include the following: 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 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.

32. CHANGE IN THE NATURE OF BUSINESS

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

i. Narayana Hrudayalaya UK Ltd.

Narayana Hrudayalaya UK Ltd. is a wholly-owned subsidiary of Health City Cayman Islands Limited, Cayman Islands and a step-down subsidiary of the Company incorporated in the United Kingdom on October 8, 2025. The Company was incorporated to act as a holding Company for potential future investments that the subsidiary may explore in geographies outside of Cayman Islands. Narayana Hrudayalaya UK Ltd. holds 100% of the equity investments in Practice Plus Group Hospitals Limited, the operating subsidiary in the United Kingdom.

ii. Practice Plus Group Hospitals Ltd.

Health City Cayman Islands Limited, a wholly-owned subsidiary in Cayman Islands, through its wholly-owned subsidiary, Narayana Hrudayalaya UK Ltd. in the United Kingdom has acquired 100% equity shares of Practice Plus Group Hospitals Ltd., (a Company incorporated in the United Kingdom) on November 6, 2025. The acquisition of Practice Plus Group Hospitals Ltd. will build upon the international presence of Narayana Health, following the successful expansion in the Caribbean through Health City Cayman Islands. Practice Plus Group Hospitals Ltd. runs and operates 7 hospitals, 3 Surgical Centers,

2 Urgent Treatment Centers, 3 Musculoskeletal/ Diagnostic Centers and 1 Ophthalmology Center with 330 bed capacity in the United Kingdom.

iii. Practice Plus Group Property Ltd.

Narayana Hrudayalaya UK Ltd., a wholly-owned step-down overseas subsidiary of the Company has incorporated a new wholly-owned subsidiary

Company, namely, Practice Plus Group Property Ltd. on March 11, 2026 under the laws of the United Kingdom. The subsidiary is incorporated with object to acquire, hold, develop and maintain immoveable (land & building) hospital infrastructure in the United Kingdom. Such facilities shall be exclusively used captively by hospital operating entities of NH Group in UK, generally referred to as Opco / Propco structure. Currently, Practice Plus Group Hospitals Limited runs and operates hospitals in the United Kingdom.

iv. Narayana Healthcare North Private Limited

The Company has incorporated a wholly-owned subsidiary, Narayana Healthcare North Private Limited on January 16, 2026. The wholly-owned subsidiary is incorporated to carry on the business of healthcare services in the field of operation of hospitals, health and wellness management. With the Company having gained foothold in the Northern part of the country and after considering the latent potential to optimise the presence in the region, the new wholly-owned subsidiary was incorporated to have a focused and dedicated entity for the business in the region. v. Shepton Mallet Health Partnership Limited

Shepton Mallet Health Partnership Limited (SMHPL) was set up as an intermediary relating to the Shepton Mallet Joint Venture. Practice Plus Group Hospitals Limited (a wholly-owned subsidiary of Narayana Hrudayalaya UK Ltd., United Kingdom) owns 51% stake in Shepton Mallet Health Partnership Limited, with the remaining shares being held by Somerset Partnership NHS Foundation Trust. SMHPL is a subsidiary of Practice Plus Group Hospitals Limited and a step-down subsidiary of the Company.

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

During the financial year under review, the stock exchanges, BSE Limited and National Stock Exchange of India Limited, after reviewing the scheme has issued their ‘No Observation' letter in June 2025 for the proposed merger of Meridian Medical Research & Hospital Ltd. (MMRHL), a subsidiary with the Company. Post receipt of No Observation letter from the stock exchanges, an application has been filed by the Company and MMRHL with the Hon'ble National Company Law Tribunal, Bengaluru Bench (Hon'ble NCLT) seeking its approval for the amalgamation of MMRHL with the Company. Pursuant to the Order dated December 2, 2025 passed by the Hon'ble NCLT, Bengaluru Bench, the meetings of the Shareholders and Creditors (Secured and Unsecured) were convened on January 19, 2026 for seeking their approval for the amalgamation of MMRHL with the Company. The special resolutions were passed by the shareholders and the creditors with more than requisite majority and the final petition was filed by the Company with the Hon'ble NCLT in January 2026. Notices were dispatched to all the Regulatory authorities for seeking their ‘No Objection' with respect to the merger of MMRHL with the Company. Upon receipt of No-Objection letters from the Regulatory Authorities and basis the hearings, the Final Order by the Hon'ble NCLT is expected to be received in due course.

35. DEMERGER OF CLINIC OPERATIONS OF NH INTEGRATED CARE PRIVATE LIMITED, A WHOLLY-OWNED SUBSIDIARY AND MERGING 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 NH Integrated Care Private Limited (NHIC), a wholly-owned subsidiary, an application has been filed by the Company and NHIC with the Hon'ble National Company Law Tribunal, Bengaluru Bench (Hon'ble NCLT) seeking its approval of the draft Scheme of Arrangement between NH Integrated Care Private Limited (‘Demerged Company'), Narayana Hrudayalaya Limited (‘Resulting Company') and their respective shareholders and creditors, i.e. to demerge the clinic operations of NHIC and merging the same with the Company. Pursuant to the Order dated February 13, 2026 passed by the Hon'ble NCLT, Bengaluru Bench, the meetings of the Shareholders and Creditors (Secured and Unsecured) were convened on April 2, 2026 for seeking their approval of the draft scheme of arrangement between the Demerged Company, Resulting Company and their respective shareholders and creditors. The special resolutions were passed by the shareholders and the creditors with more than requisite majority and the final petition was filed by the Company with the Hon'ble NCLT in April 2026. Notices were dispatched to all the Regulatory authorities for seeking their ‘No Objection' with respect to above-mentioned scheme of arrangement. Upon receipt of No-Objection letters from the Regulatory Authorities and basis the hearings, the Final Order by the Hon'ble NCLT is expected to be received in due course.

36. 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, 2026.

THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such event has occurred during the year under review.

38. 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.

39. 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.

40. 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 2025-26 has been annexed as part of this Report.

41. 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.

42. 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.

43. 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.