About Narayana Hrudayalaya Ltd

Narayana Hrudayalaya Limited together with its subsidiaries and associates is primarily engaged in business of rendering medical and healthcare services. Narayana Hrudayalaya Limited, the flagship company of the Group, was incorporated on 19th July 2000 by Dr. Devi Prasad Shetty as its Founder. It has a network of 23 multi-speciality and super speciality hospitals with 7 heart centres spread across 18 locations in India and 1 multi-specialty hospital in Cayman Islands. During the financial year ended 31 March 2016, Company acquired the entire remaining 26% in Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL) from Infrastructure Development Corporation (Karnataka) Limited (IDECK) by paying Rs 3,025.60 Lacs as total purchase consideration to make NHSHPL as its wholly owned subsidiary. During the year under review, the company through its wholly owned subsidiary entered into an agreement with prominent Kenyan doctors and couple of leading international financial institutions to establish a multi-specialty hospital in Nairobi, Kenya. The company through its wholly owned subsidiary would initially own 26% equity stake in the operational entity for a consideration of USD 1.325 million. The multi-specialty hospital will be a state of the art tertiary care facility poised to cater to patients across different specialties. The 130 bedded hospital will provide affordable quality care that Narayana stands for, to the patients from Kenya and neighbouring African countries. During the year under review, the company received National Accreditation Board for Hospitals & Healthcare Providers (NABH) accreditation for 5 new units viz. HSR, Guwahati, Ahmedabad, Jamshedpur and Mysore. Asia Healthcare Development Limited (AHDL) was a wholly owned subsidiary of the Company which was engaged in the business of operation of hospitals, clinics, health centers, nursing homes and other related activities. The Company was sold in November 2016 to Lila Hospitals Private Limited by executing a Share Purchase Agreement for the sale of all its shares for a consideration of Rs. 38.34 lacs. The promoters and promoter group of the company other shareholders (JP Morgan Mauritius Holdings, Ambadevi Mauritius Holdings, Ashoka Investment Holdings) offloaded a total of 2.45 crore equity shares of Narayana Hrudayalaya by way of an initial public offer (IPO). The IPO was open for subscription during the period from 17 to 21 December 2015. There was no fresh issue of shares from the company. The company got its securities listed on BSE Limited and on National Stock Exchange of India Limited on 6 January 2016. During the year ended 31st March 2016, the Company completed the Initial Public Offering (IPO) through an offer for sale by existing shareholders to the extent of 24,523,297 equity shares of face value of Rs10 each for a cash price of Rs 250 per equity share including a premium of Rs 240 per equity share, of 6,287,978 equity shares by Ashoka Investment Holdings Limited, 1,886,455 equity shares by Ambadevi Mauritius Holdings Limited, 12,261,648 equity shares by JP Morgan Mauritius Holdings IV Limited, 2,043,608 equity shares by Dr. Devi Prasad Shetty and 2,043,608 equity shares by Shakuntala Shetty aggregating to Rs 6130.82 million and the equity shares of the Company were listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on 6th January 2016.At the beginning of the financial year ended 31 March 2017, Narayana Hrydayalaya made significant investments by acquiring NewRise Healthcare Private Limited from Panacea Biotech Limited at an enterprise value of Rs 180 crore. On the organic route, the company started fiscal 2016-17 with the commissioning of its super speciality facility at Kakriyal, Jammu (established in partnership with Shri Mata Vaishno Devi Shrine Board). The 230 bedded facility is a state-of-the-art tertiary care facility catering to patients across 20 different specialities with a particular focus on cardiac sciences and oncology Pursuant to a Share Purchase Agreement executed in November 2016, Asia Healthcare Development Limited was sold to Lila Hospitals Private Limited. Narayana Hrydayalaya's subsidiary Narayana Hrudayalaya Hospitals Malaysia Sdn Bhd (Narayana Malaysia) filed an application for voluntary liquidation, pursuant to Section 257(1) of the Companies Act, 1965 of Malaysia in January 2017. During the financial year ended 31 March 2017, the company launched a dedicated 30 bedded platinum wing in Mazumdar Shaw Medical Centre, Bengaluru to offer world-class services and comfort in line with international standards of dedicated care and hospitality. During the year under review, the company partnered with Cisco to offer affordable remote diagnostic capabilities; this digital telemedicine solution would deliver advanced specialized healthcare services remotely in various parts of the country. Narayana Hrydayalaya's wholly owned subsidiary Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL) entered into a Healthcare Services Agreement in March 2017 with Dharamshila Cancer Foundation and Research Centre for operating a hospital in New Delhi. NHSHPL is engaged in the business of operating and maintaining hospitals, clinics, health centers, nursing homes and other related activities. Towards the beginning the financial year ended 31 March 2018, the company commissioned SRCC Children's Hospital at Haji Ali Park, Mahalaxmi in Mumbai. The facility is operated and managed by Narayana Hrydayalaya and backed by SRCC, an institution renowned for serving the needs of children from all sections of society. SRCC Children's Hospital is the company's maiden foray in Mumbai and a well-calibrated step in line with the group strategy to reinforce its presence across selected regional clusters. Narayana Hrydayalaya also acquired) a ~230 bedded near complete hospital at Gurugram in early 2017-18. During the financial year ended 31 March 2018, NewRise Healthcare Private Limited (NRHPL) was merged with the company vide Regional Director's Order dated 4 October 2017. NRHPL was a wholly owned subsidiary of the company which was acquired from Panacea Biotech Limited during the year under review. The company commissioned 2nd LINAC at Westbank in June 2017. The wholly owned subsidiary company, Narayana Cayman Holdings Ltd. was merged with the step-down subsidiary, Health City Cayman Islands Ltd. through Scheme of Merger effective April 1, 2021. In 2023, The Health City Cayman Islands Ltd. (HCCI) acquired the 100% Ordinary Shares in the ENT in Cayman Ltd. on 3rd March, 2023. Accordingly, ENT in Cayman Ltd. was made a 100% step-down subsidiary of the Company. In 2022-23, the Company through a Business Transfer Agreement (BTA) with hiva and Shiva Orthopaedic Hospital Private Limited acquired its Orthopaedic and Trauma Hospital effective from October 1, 2022 as a going concern on slump sale basis for an aggregate cash consideration of Rs 200 Crores. The Company launched its first ever Cadaveric Liver & Kidney Transplant at DNSH, Delhi. Narayana Multispecialty Hospital, Jaipur performed its First Liver Transplant in FY23. Narayana Multispecialty Hospital, Jaipur commissioned its new LINAC Machine, further bolstering its capabilities in the field of Oncology. Narayana Institute of Cardiac Sciences (NICS), in Health City, Bengaluru operationalized three new Operating Rooms, expanding its capacity to serve patients in need of surgical procedures. Mazumdar Shah Medical Centre (MSMC), Bengaluru acquired the Sparsh Hospital unit it its Health City premises in Bommasandra and expanded its scope of clinical services by launching the Dept. of Orthopaedics & Joint Replacement. MSMC went on to become the largest Bone Marrow Transplant (BMT) facility in India, with a total capacity of 35 Bone Marrow Transplant (BMT) beds. Dharamshila Narayana Superspecialty Hospital (DNSH) in Delhi expanded its clinical services by adding Da Vinci Robot and launching Robotic GI Surgery, providing patients with access to cutting-edge surgical technology. The Unit also upgraded its Radiation Therapy system to Versa HD platform, installed an Advanced Nurse Call Bell System with Patient Tracker & Announcement Facility and, conducted its first successful Cadaveric Liver Transplant in the year.

Narayana Hrudayalaya Ltd Chairman Speech

Dear Shareholders,

In 2011, Marc And reessen the co-founder of Netscape, famously stated that "software is eating the world".

In 2011, Marc And reessen the co-founder of Netscape, famously stated that"software is eating the world". His prediction was proven correct as companies like Amazon, Google and Facebook changed the way we live our lives. However, not many people are aware that these companies were able to change the world because they are standing on the shoulders of giant platform ecosystems like Windows, Android, iOS, and AWS. Being built on a stable platform allowed these companies to share information, rapidly innovate, and build software that is so intuitive, even children can download an app the first time they pick up a phone.

Unfortunately, the healthcare industry does not benefit from a platform that allows multiple programs to interact with one another. We are rigidly isolated from progress made in the consumer technology industry due to the complexity of the existing systems. Contrary to popular perception, hospitals are not the safest places for patients. Despite having world class hospitals and intense regulation, it's estimated that if 200 patients spend just one night in an American Hospital, 1 of them will die due to medical error. Medical error is widely acknowledged to be the 3rd commonest cause of death in hospitals, after heart disease and cancer. According to the Joint Commission of the USA, medical error usually happens due to a "communication failure". The foundation of patient care is built on the ability of doctors, nurses and paramedics to communicate with each other in real time and take critical decisions. However, existing electronic medical record systems don't do a good job of addressing the communication gap in healthcare. Despite costing tens of millions of dollars, the dominant EMR systems in the west don't have happy end users and is cited as one of the most common reasons for the physician burnout in the US. There needs to be a new platform that allows multiple sources of information, and multiple methods of communicating patient data among doctors, nurses, and technicians.

As a senior doctor, I believe that technology will make healthcare safer, more affordable and restore the joy of taking care of patients. However, I also believe that if a technology company builds software far away from the patient's bedside, it won't be acceptable to the doctors. This inspired us to start our digital journey which eventually gave birth to the ATHMA platform for healthcare delivery and MEDHA platform for healthcare analytics and AI. Today ATHMA includes AADI app for inpatient care, Namah app for nursing care, ATHMA LIS for managing laboratories, ATHMA RIS for radiology and reporting and the NHCare app for patients. True to our mission, we can seamlessly integrate with third-party applications to unlock the full potential of our data.

ATHMA enables mobile first, seamless communication between all our doctors, nurses, paramedics, administrators, patients, and medical equipment. About 1.5 million messages flow everyday between all our stakeholders. This has dramatically improved the quality of patient care across our hospitals. Here's an example of how our doctors have vastly improved our patient care routine because of the new tools available to us. Before I go to bed at 11 pm, I conduct my ICU rounds sitting in the comfort of my home. I'm able to do this through the AADI app on my iPhone, which shows all the relevant patient information from ATHMA. My day begins at 4:30 in the morning with a fresh cup of coffee and checking up on all my patients virtually. Today, I can be anywhere in the world, and still see my ICU patients, interact with my colleagues, see the cardiac monitor of a particular patient, check the latest X ray, change the medication, or even speak to the patient's family from my phone. For the first time in my professional life as a heart surgeon, I can see everything about my patients from anywhere I choose and at any time I want to see it. We are among the few hospitals in the world that can remotely treat critically ill patients with all the medical reports at our fingertips. For someone like me who used to spend many nights in the hospital as a young surgeon, this is nothing short of magical.

Young students join the medical profession because they are inspired to heal the sick and reduce suffering in this world. But modern healthcare systems have a lot of mindless and rote tasks that kills that spark. We designed Athma to restore the joy of patient care by eliminating pointless tasks while improving clinical outcomes and administrative efficiency. Our study on nurses' routine revealed that over 50% of their time is spent simply copying information from machines and entering it into another system or writing on paper. After deploying Namah nursing app, we were able to reduce the time spent on this kind of monotonous work to less than 5%. This means that nurses are now able to spend more time performing their clinical tasks and caring for their patients with empathy. These innovations dramatically enhance patient satisfaction and improves the quality of care.

Our MEDHA Analytics team has gathered mountains of clinical data to build the Normal Heart Score - a risk scoring algorithm which can predict an adverse cardiac event in post operative patients. In a recently published peer reviewed study, the NH Score outperformed both the existing benchmarks: STS and Euroscore II for all outcomes in an Indian population. The MEDHA team is currently working on predicting cardiac function from a simple ECG with better accuracy than the existing models.

Building ATHMA and our technology platform is the most complex project we have ever undertaken. It is my belief that world class software for our industry can only be built by brilliant engineers coding at the patient's bedside, interacting with doctors in the halls of the ICU, and experiencing the joys of healing patients and relieving suffering. We are truly blessed to have the opportunity to run an institution that attracts both talented clinicians and world class software engineers with magic in their fingers. The end result is truly special.

I would like to thank the Ministry of Health, Government of India for encouraging hospitals and diagnostic centres to adopt electronic medical records and bring about EMR as the next UPI moment for India. In a world where a vast majority of hospitals don't use an EMR or modern software, there is an immense opportunity to improve the quality and affordability of healthcare through digital tools. We want Athma to be embraced by hospitals around the world at a price they can afford. This will save millions of lives and will be a fitting tribute to the brilliant software developers who worked tirelessly for years to create a masterpiece.

We are extremely grateful for your trust in us and for giving us an opportunity to make the world a better place.

Thank you so much.

Chairman

Narayana Hrudayalaya Ltd Company History

Narayana Hrudayalaya Limited together with its subsidiaries and associates is primarily engaged in business of rendering medical and healthcare services. Narayana Hrudayalaya Limited, the flagship company of the Group, was incorporated on 19th July 2000 by Dr. Devi Prasad Shetty as its Founder. It has a network of 23 multi-speciality and super speciality hospitals with 7 heart centres spread across 18 locations in India and 1 multi-specialty hospital in Cayman Islands. During the financial year ended 31 March 2016, Company acquired the entire remaining 26% in Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL) from Infrastructure Development Corporation (Karnataka) Limited (IDECK) by paying Rs 3,025.60 Lacs as total purchase consideration to make NHSHPL as its wholly owned subsidiary. During the year under review, the company through its wholly owned subsidiary entered into an agreement with prominent Kenyan doctors and couple of leading international financial institutions to establish a multi-specialty hospital in Nairobi, Kenya. The company through its wholly owned subsidiary would initially own 26% equity stake in the operational entity for a consideration of USD 1.325 million. The multi-specialty hospital will be a state of the art tertiary care facility poised to cater to patients across different specialties. The 130 bedded hospital will provide affordable quality care that Narayana stands for, to the patients from Kenya and neighbouring African countries. During the year under review, the company received National Accreditation Board for Hospitals & Healthcare Providers (NABH) accreditation for 5 new units viz. HSR, Guwahati, Ahmedabad, Jamshedpur and Mysore. Asia Healthcare Development Limited (AHDL) was a wholly owned subsidiary of the Company which was engaged in the business of operation of hospitals, clinics, health centers, nursing homes and other related activities. The Company was sold in November 2016 to Lila Hospitals Private Limited by executing a Share Purchase Agreement for the sale of all its shares for a consideration of Rs. 38.34 lacs. The promoters and promoter group of the company other shareholders (JP Morgan Mauritius Holdings, Ambadevi Mauritius Holdings, Ashoka Investment Holdings) offloaded a total of 2.45 crore equity shares of Narayana Hrudayalaya by way of an initial public offer (IPO). The IPO was open for subscription during the period from 17 to 21 December 2015. There was no fresh issue of shares from the company. The company got its securities listed on BSE Limited and on National Stock Exchange of India Limited on 6 January 2016. During the year ended 31st March 2016, the Company completed the Initial Public Offering (IPO) through an offer for sale by existing shareholders to the extent of 24,523,297 equity shares of face value of Rs10 each for a cash price of Rs 250 per equity share including a premium of Rs 240 per equity share, of 6,287,978 equity shares by Ashoka Investment Holdings Limited, 1,886,455 equity shares by Ambadevi Mauritius Holdings Limited, 12,261,648 equity shares by JP Morgan Mauritius Holdings IV Limited, 2,043,608 equity shares by Dr. Devi Prasad Shetty and 2,043,608 equity shares by Shakuntala Shetty aggregating to Rs 6130.82 million and the equity shares of the Company were listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on 6th January 2016.At the beginning of the financial year ended 31 March 2017, Narayana Hrydayalaya made significant investments by acquiring NewRise Healthcare Private Limited from Panacea Biotech Limited at an enterprise value of Rs 180 crore. On the organic route, the company started fiscal 2016-17 with the commissioning of its super speciality facility at Kakriyal, Jammu (established in partnership with Shri Mata Vaishno Devi Shrine Board). The 230 bedded facility is a state-of-the-art tertiary care facility catering to patients across 20 different specialities with a particular focus on cardiac sciences and oncology Pursuant to a Share Purchase Agreement executed in November 2016, Asia Healthcare Development Limited was sold to Lila Hospitals Private Limited. Narayana Hrydayalaya's subsidiary Narayana Hrudayalaya Hospitals Malaysia Sdn Bhd (Narayana Malaysia) filed an application for voluntary liquidation, pursuant to Section 257(1) of the Companies Act, 1965 of Malaysia in January 2017. During the financial year ended 31 March 2017, the company launched a dedicated 30 bedded platinum wing in Mazumdar Shaw Medical Centre, Bengaluru to offer world-class services and comfort in line with international standards of dedicated care and hospitality. During the year under review, the company partnered with Cisco to offer affordable remote diagnostic capabilities; this digital telemedicine solution would deliver advanced specialized healthcare services remotely in various parts of the country. Narayana Hrydayalaya's wholly owned subsidiary Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL) entered into a Healthcare Services Agreement in March 2017 with Dharamshila Cancer Foundation and Research Centre for operating a hospital in New Delhi. NHSHPL is engaged in the business of operating and maintaining hospitals, clinics, health centers, nursing homes and other related activities. Towards the beginning the financial year ended 31 March 2018, the company commissioned SRCC Children's Hospital at Haji Ali Park, Mahalaxmi in Mumbai. The facility is operated and managed by Narayana Hrydayalaya and backed by SRCC, an institution renowned for serving the needs of children from all sections of society. SRCC Children's Hospital is the company's maiden foray in Mumbai and a well-calibrated step in line with the group strategy to reinforce its presence across selected regional clusters. Narayana Hrydayalaya also acquired) a ~230 bedded near complete hospital at Gurugram in early 2017-18. During the financial year ended 31 March 2018, NewRise Healthcare Private Limited (NRHPL) was merged with the company vide Regional Director's Order dated 4 October 2017. NRHPL was a wholly owned subsidiary of the company which was acquired from Panacea Biotech Limited during the year under review. The company commissioned 2nd LINAC at Westbank in June 2017. The wholly owned subsidiary company, Narayana Cayman Holdings Ltd. was merged with the step-down subsidiary, Health City Cayman Islands Ltd. through Scheme of Merger effective April 1, 2021. In 2023, The Health City Cayman Islands Ltd. (HCCI) acquired the 100% Ordinary Shares in the ENT in Cayman Ltd. on 3rd March, 2023. Accordingly, ENT in Cayman Ltd. was made a 100% step-down subsidiary of the Company. In 2022-23, the Company through a Business Transfer Agreement (BTA) with hiva and Shiva Orthopaedic Hospital Private Limited acquired its Orthopaedic and Trauma Hospital effective from October 1, 2022 as a going concern on slump sale basis for an aggregate cash consideration of Rs 200 Crores. The Company launched its first ever Cadaveric Liver & Kidney Transplant at DNSH, Delhi. Narayana Multispecialty Hospital, Jaipur performed its First Liver Transplant in FY23. Narayana Multispecialty Hospital, Jaipur commissioned its new LINAC Machine, further bolstering its capabilities in the field of Oncology. Narayana Institute of Cardiac Sciences (NICS), in Health City, Bengaluru operationalized three new Operating Rooms, expanding its capacity to serve patients in need of surgical procedures. Mazumdar Shah Medical Centre (MSMC), Bengaluru acquired the Sparsh Hospital unit it its Health City premises in Bommasandra and expanded its scope of clinical services by launching the Dept. of Orthopaedics & Joint Replacement. MSMC went on to become the largest Bone Marrow Transplant (BMT) facility in India, with a total capacity of 35 Bone Marrow Transplant (BMT) beds. Dharamshila Narayana Superspecialty Hospital (DNSH) in Delhi expanded its clinical services by adding Da Vinci Robot and launching Robotic GI Surgery, providing patients with access to cutting-edge surgical technology. The Unit also upgraded its Radiation Therapy system to Versa HD platform, installed an Advanced Nurse Call Bell System with Patient Tracker & Announcement Facility and, conducted its first successful Cadaveric Liver Transplant in the year.

Narayana Hrudayalaya Ltd Directors Reports

Dear Members,

Your Directors have immense pleasure in presenting their 23^rd Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31^st March 2023.

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

(H in million except per share data)

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

2. PERFORMANCE OVERVIEW

• During the year under review, the total income of the Company increased from Rs 25,183.66 Million in FY 2021-22 toRs 30,660.28 Million in FY 2022-23.

• Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased fromRs 3,629.57 Million in FY 2021-22 to H 5,783.89 Million in FY 2022-23.

• Profit for the year was H 2,656.39 Million against profit of H 1,335.98 Million in FY 2021-22.

• During the year under review, the total income of the Company increased from H 37,358.76 Million in FY 2021-22 to H 45,902.10 Million in FY 2022-23.

• Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased from H 6,880.83 Million in FY 2021-22 to H 10,312.69 Million in FY 2022-23.

• Profit for the year was H 6,065.66 Million as against profit of H 3,421.20 Million in FY 2021-22.

3. 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. 2.50 per share for the financial year ended 31^st March 2023. The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 51,09,02,010.

The Directors have decided to retain an amount of H 2,656.39

Million in the retained earnings.

Pursuant to SEBI's notification dated 8^th July 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/sites/default/files/download/codes-policies/DIVIDEND-DECLARATION-POLICY-website.pdf

4. SUBSIDIARY AND ASSOCIATE COMPANIES

As on 31^st March 2023, the Company has 14 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/financial-results.

The brief details of all the Subsidiary and Associate Companies are as follows:

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.

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.

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 operates a hospital at Kakryal near Katra in Jammu which caters to patients across more than 20 different specialties, with radiology, obstetrics & gynaecology, oncology, etc. Further, other financial information is included in Form AOC-1.

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. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.

NIARPL is a wholly owned subsidiary of the Company and is authorised to engage in the business of research and development work connected with faculty of medicines and operation of hospitals, clinics, health centers, nursing homes and other related activities. This subsidiary has filed an application with Registrar of Companies for voluntary liquidation of the company pursuant to provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board (Voluntary Liquidation Process) Regulations, 2017 and matter is pending for hearing in National Company Law Tribunal.

NHIPL is a wholly owned subsidiary of the Company and is authorised to engage in the business of running medical colleges and operation of hospitals, clinics, health centers, nursing homes and other related activities. This subsidiary has filed an application for dissolution of company by way of removal of name of the Company from the Register of Companies by the Registrar of Companies ("ROC") under Section 248 of the Companies Act, 2013 and same is pending with ROC for approval.

NHBPL is a step-down subsidiary of the Company, incorporated on 22^nd July, 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 commenced the operation of a Heart Centre in Bangladesh during the financial year 2019-20. Further, other financial information is included in Form AOC-1.

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.

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.

Narayana Health North America LLC is a subsidiary Company incorporated in Delaware, United States of America on 9^th April, 2019. The Company commenced its operations during the financial year 2021-22. Further, other financial information is included in Form AOC-1.

Athma Healthtech Private Limited is a wholly owned subsidiary of the Company incorporated on 2^nd day of June 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. The subsidiary has commenced its operations during the financial year. Further, other financial information is included in Form AOC-1.

NH Integrated Care Private Limited is a wholly owned subsidiary of the Company incorporated on 10^th day of January 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 commenced its activities with effect from 1^st April 2023 with 4 (Four) Clinics situated in Bengaluru and 1 (One) Clinic situated in Hosur. Further, other financial information is included in Form AOC-1.

Cayman Integrated Healthcare Ltd is a 100% step-down subsidiary of the Company incorporated in the Cayman Islands on 28^th day of September 2022 and authorised to carry out the integrated healthcare business in the Cayman Islands. The subsidiary is in the process of setting-up its systems and processes for commencing business. Further, other financial information is included in Form AOC-1.

The HCCI acquired the 100% Ordinary shares in the ENT in Cayman Ltd. on 3^rd March, 2023. Accordingly, ENT in Cayman Ltd. has become a 100% step-down subsidiary of the Company. This step down subsidiary is engaged in providing complete diagnosis and treatment of ear, nose, and throat conditions. Further, other financial information is included in Form AOC-1.

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 and the remaining shares are held by Mr. Samir Mitra and others. 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.

ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company holds 20% of the equity shares through its step-down subsidiary Narayana Holdings. During the financial year ISO Healthcare has filed an application for voluntary liquidation in accordance with Section 137 of the Insolvency Act 2009 in Mauritius, for the winding up the affairs of the Company and same is pending for approval.

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/sites/default/files/download/ codes-policies/Policy_for_material_subsidiary.pdf.

5. SHARE CAPITAL

As on 31^st March 2023, the Authorized Share Capital of the Company is H 3,800.00 Million comprising of 30,90,00,000 Equity Shares of H 10 each and 7,10,00,000 Preference Shares of H 10 each. The Paid-up Share Capital is H 2,043.61 Million comprising of 20,43,60,804 Equity Shares of H 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) The Directors 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) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi) The Directors 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 2022-23.

7. BOARD OF DIRECTORS AND COMMITTEES

As on 31^st March, 2023, 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 Regulations, Independent Directors constitute more than 50% of the Board strength including an independent women director 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.

During the year under review, Mr. Shankar Arunachalam (DIN:00203948) and Dr. Nachiket Madhusudan Mor (DIN:00043646) were appointed as Independent Directors of the Company, with effect from 8^th February, 2023. Further, Mr. Naveen Tewari (DIN: 00677638) was appointed as Independent Director of the Company, with effect from 29^th March, 2023.

In the opinion of the Board, the independent directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

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 reappointment.

The Independent Directors of the Company Mr. Arun Seth (DIN: 00204434), Mr. Dinesh Krishnaswamy (DIN: 00041553), Mr. Muthuraman Balasubramanian (DIN 00004757) and Mr. Subramanya B N (DIN: 00483654) are retiring on 7th August 2023 upon completion of their tenure. The Board of Directors places on record its deep sense of appreciation and gratitude for their contribution, guidance and direction which enabled your Company to achieve steady growth during their tenure.

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

As required under the Companies Act, 2013 and 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 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 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.

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

Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is uploaded on the Company's Website (https://www.narayanahealth.org/sites/default/files/ download/codes-policies/Nomination-and-Remuneration-Policy.pdf).

9. DECLARATION BY INDEPENDENT DIRECTORS 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.

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.

The Company has taken necessary approvals as and when required as per the Companies Act, 2013 and 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.

Your Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at (https://www.narayanahealth.org/ sites/default/files/download/nh_investorfirelations/Corporate-Social-Responsibility-Policy.pdf).

As a responsible corporate citizen, your Company undertook several social welfare initiatives during the financial year under review. The Annual Report on CSR activities for the financial year 2022-23 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure III and forms integral part of this Report.

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 Boards' 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.

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.

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 Schedule II Part B of the SEBI Listing Regulations, 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) of SEBI Listing Regulations read with Part E of Schedule V of the Listing Regulations, a certificate from M/s. Ganapathi and Mohan, (Firm Registration Number P2002KR57100), Bengaluru, Practicing Company Secretaries 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. Ganapathi and Mohan, (Firm Registration Number P2002KR57100), Bengaluru, Practicing Company Secretaries, 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.

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 2022-23.

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/sites/default/files/download/codes-policies/ESG-Policy.pdf

The Company has adopted the BRSR for fiscal 2023 to provide enhanced disclosures on ESG practices and priorities of the Company. The BRSR disclosures is attached as Annexure IX to this report. A detailed report on the ESG initiatives of the Company is enclosed at the end of the Annual Report.

The members of the Company in their 22^nd Annual General Meeting (AGM) held on 30^th August 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.

The Auditors' have issued an unmodified Report for the year ended 31^st March 2023 and hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013.

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 2023-24, at a remuneration of H 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 2023-24 at the ensuing Annual General Meeting.

Your Company has made and maintained the cost records, as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

The Company has appointed M/s. Ganapathi and Mohan, (Firm Registration Number P2002KR57100), Practicing Company Secretaries to undertake the Secretarial Audit of the Company for financial year 2022- 23. The Report of the secretarial audit as required under Section 204 of the Companies Act, 2013 read with Regulation 24A(1) of the SEBI Listing Regulations is annexed herewith as

Annexure X.

Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, the Secretarial Compliance Report, issued by M/s. Ganapathi & Mohan, Practicing Company Secretaries, Bengaluru (firm Registration No. P2002KR057100) is annexed herewith as Annexure XI.

There is no qualification, reservations or adverse remarks made by M/s. Ganapathi and Mohan, Practicing Company Secretaries, Secretarial Auditor of the Company in their Secretarial Audit Report and Secretarial Compliance Report, except delay in filing of Form in respect of appointment of an independent director due to technical glitches in the MCA website.

Your Company has continued its engagement with M/s. Ernst & Young LLP, Chartered Accountants, to conduct 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. Ernst & Young LLP.

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.

Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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.

The Company has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP), 2015 pursuant to the approval of the Board on 7^th September 2015 and the approval of Shareholders on 12^th September 2015. The Plan is administered by the Nomination and Remuneration Committee through Narayana Health Employees Benefit Trust. Pursuant to Rule 14 of the Companies (Share Based Employee Benefits and Sweat Equity) Regulations 2021, the details are available on website of the Company at https://www.narayanahealth. org/stakeholder-relations/annual-reports.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website on https://www.narayanahealth.org/ stakeholder-relations/annual-return.

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.

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.

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 (https://www.narayanahealth. org/sites/default/files/download/nh_investorfirelations/ Whistle%20Blower%20Policy.pdf).

Further, details of the same are provided in Corporate Governance Report attached to this Report.

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.

The Board of Directors of the Company at their meeting held on 31^st October, 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 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 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/sites/ default/files/download/codes-policies/Risk-Management-Policy.pdf.

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 2022-23 has been annexed as part of this Report.

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.

During the year under review, the Company transferred the unclaimed and un-encashed share application money received by Company for allotment of securities and due for refund amounting to H 780,000 to Investor Education and

Protection Fund (IEPF), as per the requirements of the IEPF Rules. The details of same is available on Company's website at https://www.narayanahealth.org/stakeholder-relations/iepf.

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

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.

Narayana Hrudayalaya Ltd Company Background

Narayana Hrudayalaya Ltd Company Management

Narayana Hrudayalaya Ltd Listing Information

Narayana Hrudayalaya Ltd Finished Product