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Directors Report of Narayana Hrudayalaya Ltd.

Mar 31, 2023

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)
Particulars	Consolidated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
Income
Revenue from Operations	45,247.65	37,013.17	29,614.15	24,119.87
Other Income	654.45	345.59	1,046.13	1,063.79
Total Income	45,902.10	37,358.76	30,660.28	25,183.66
Total Expenditure¹	35,589.41	30,477.93	24,876.39	21,554.09
Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional items	10,312.69	6,880.83	5,783.89	3,629.57
Less: Interest & Depreciation	2,795	2,497.79	1,838.64	1,574.58
Less: Exceptional items	-	-	-	-
Profit before tax	7,517.69	4,383.04	3,945.25	2,054.99
Less: Income Tax	1,450.11	876.58	1,288.86	719.01
Profit/(Loss) After Tax	6,067.58	3,506.47	2,656.39	1,335.98
Add: Share of Profit/ (Loss) in Associate (Net)	(1.92)	(85.26)	-	-
Profit for the year	6,065.66	3,421.20	2,656.39	1,335.98
Add: Other Comprehensive Income	566.76	261.52	(18.01)	15.73
Net Profit/(Loss)	6,632.42	3,682.72	2,638.38	1,351.71
Earnings Per Share (Basic)	29.85	16.85	13.08	6.58
Earnings Per Share (Diluted)	29.85	16.84	13.08	6.58
* Expenses before depreciation and amortisation, finance costs and exceptional items.

2. PERFORMANCE OVERVIEW

Standalone Operations

â¢ During the year under review, the total income of the Company increased from H 25,183.66 Million in FY 202122 to H 30,660.28 Million in FY 2022-23.

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

â¢ 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.

â¢ 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

Dividend and transfer to reserves

Based on the Companyâs 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 SEBIâs 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.naravanahealth. org/sites/default/files/download/codes-policies/DIVIDEND-DECLARATION-POLICY-website.pdf

4. SUBSIDIARY AND ASSOCIATE COMPANIES

Review of performance of Subsidiaries 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 (Listina Obliaations & 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 Companyâs 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 Companyâs 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:

i. Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL)

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 Ltd. (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 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.

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

v. Narayana Institute for Advanced Research Private Limited (NIARPL)

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.

vi. Narayana Health Institutions Private Limited (NHIPL)

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.

vii. NH Health Bangladesh Private Limited (NHBPL)

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.

viii. 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.

ix. 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.

x. Narayana Health North America LLC

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.

xi. Athma Healthtech Private Limited

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.

xii. NH Integrated Care Private Limited

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, multispeciality 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.

xiii. Cayman Integrated Healthcare Ltd

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.

xiv. ENT in Cayman Ltd.

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.

Associate Companies

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 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.

ii. ISO Healthcare

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.naravanahealth.org/sites/default/files/download/ codes-policies/Policv_for_material_subsidiarv.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. DIRECTORSâ 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 Companyâs internal financial controls were adequate and effective during FY 2022-23.

7. BOARD OF DIRECTORS AND COMMITTEES

Composition of Board of Directors and changes thereof

As on 31^st March, 2023, the composition of your Companyâs 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.

Type of Directorship	No. of Directors	% of Board Strength
Executive Directors	3	25%
Non-executive & Nonindependent Directors	1	8.33%
Independent Directors	8	66.67%
Total	12	100.00%

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.

Appointment

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^thMarch, 2023.

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

Retirements

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.

Key Managerial Personnel

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

Sl. No.	Name of the KMPs	Position held in the Company
1.	Dr. Emmanuel Rupert	Managing Director and Group CEO
2.	Ms. Sandhya Jayaraman	Group Chief Financial Officer
3.	Mr. Sridhar S	Group Company Secretary, Legal & Compliance Officer

Committees and their Constitution

As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed four Committees viz. Stakeholdersâ 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 Boardâs 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.

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 Boardâs Report.

8. COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is uploaded on the Companyâs Website (https://www.naravanahealth.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.

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. RELATED PARTY TRANSACTIONS

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.

12. CORPORATE SOCIAL RESPONSIBILITY

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_investor_relations/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.

13. PARTICULARS OF EMPLOYEES

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.

14. 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.

15. CORPORATE GOVERNANCE

Your Company places utmost importance on its fiduciary role as a guardian of stakeholdersâ 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.

16. 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 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.naravanahealth.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.

17. AUDITORS

A. Statutory Auditors

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.

Auditorâs Report

The Auditorsâ 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.

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 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.

Maintenance of Cost Records

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.

C. Secretarial Auditor

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.

18. INTERNAL AUDIT SYSTEMS

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

19. 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.

20. DEPOSITS

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.

21. 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.

22. EMPLOYEE STOCK OPTION PLAN

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.naravanahealth. org/stakeholder-relations/annual-reports.

23. ANNUAL RETURN

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 Companyâs website on https://www.narayanahealth.org/ stakeholder-relations/annual-return.

24. 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 Companyâs operation in future.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companyâs 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.

26. 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 Companyâs website at (https://www.narayanahealth. org/sites/default/files/download/nh_investor_relations/ Whistle%20Blower%20Policy.pdf).

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

27. 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.

No. of cases reported	No. of cases disposed	Nature of Action Taken	No. of cases pending	No. of workshops conducted (Induction & Refresher)	No. of participants
6	6	Out of 6 cases, in 4 cases the services of the respondents were terminated. 2 cases have been settled through conciliation.	Nil	455	9262

28. RISK MANAGEMENT POLICY

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 managementâs 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.naravanahealth.org/sites/ default/files/download/codes-policies/Risk-Management-Policy.pdf.

29. 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 2022-23 has been annexed as part of this Report.

30. 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 Boardâs report.

31. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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 Companyâs website at https://www.narayanahealth.org/stakeholder-relations/iepf.

32. SECRETARIAL STANDARDS

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

33. ACKNOWLEDGEMENT

For and on behalf of the Board

Dr. Emmanuel Rupert Dr. Devi Prasad Shetty

Managing Director and Group CEO Chairman

DIN: 07010883 DIN: 00252187

Place: Bengaluru

Date: 19^th May, 2023

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

Consolidated Operations

â¢ During the year under review, the total income of the Company increased from H 37,358.76 Million in FY 202122 to H 45,902.10 Million in FY 2022-23.

Mar 31, 2022

Your Directors have immense pleasure in presenting their 22^nd Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31^st March 2022.

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

(H in Million, except per share data)
Particulars	Consolidated		Standalone
Particulars	2021-22	2020-21	2021-22	2020-21
Income
Revenue from Operations	37,013.17	25,830.35	24,119.87	16,546.18
Other Income	345.59	274.87	1,063.79	758.10
Total Income	37,358.76	26,105.22	25,183.66	17,304.28
Total Expenditure¹	30,477.93	24,002.42	21,554.09	16,850.49
Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional items	6,880.83	2,102.80	3,629.57	453.79
Less: Interest & Depreciation	2,497.79	2,595.10	1,574.58	1,663.65
Less: Exceptional items	-	-	-	-
Profit before tax	4,383.04	(492.30)	2,054.99	(1,209.86)
Less: Income Tax	876.58	(417.73)	719.01	(423.13)
Profit/(Loss) After Tax	3,506.46	(74.57)	1,335.98	(786.73)
Add: Share of Profit/ (Loss) in Associate (Net)	(85.26)	(68.37)	-	-
Profit for the year	3,421.20	(142.94)	1,335.98	(786.73)
Add: Other Comprehensive Income	261.52	(20.17)	15.73	18.02
Net Profit/(Loss)	3,682.72	(163.11)	1,351.71	(768.71)
Earnings Per Share (Basic)	16.85	(0.70)	6.58	(3.88)
Earnings Per Share (Diluted)	16.84	(0.70)	6.58	(3.88)
* Expenses before depreciation and amortisation, finance costs and exceptional items.

2. PERFORMANCE OVERVIEW

Standalone Operations

â¢ During the year under review, the total income of the Company increased from H 17,304.28 Million in FY 202021 to H 25,183.66 Million in FY 2021-22.

â¢ Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased from H 453.79 Million in FY 2020-21 to H 3,629.57 Million in FY 2021-22.

â¢ Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items increased from H 2,102.80 Million in FY 2020-21 to H 6,880.83 Million in FY 2021-22.

â¢ Profit for the year was H 3,421.20 Million as against loss of H (142.94) Million in FY 2020-21.

3. TRANSFER TO RESERVES

Dividend and transfer to reserves

Based on the Companyâs performance, the Directors are pleased to recommend for approval of the members a final dividend of Re. 1 per share for the financial year ended 31^st March 2022. The final dividend on equity shares, if approved by the members, would involve a cash outflow of H 204.36 Million.

The Directors have decided to retain an amount of H 1,335.98 Million in the retained earnings.

4. SUBSIDIARY AND ASSOCIATE COMPANIES

Review of performance of Subsidiaries and Associate Companies

As on 31^st March 2022, the Company has 10 Subsidiary Companies and 2 Associate Companies. Except Health City Cayman Islands Ltd., none of the other subsidiary company is a Material Subsidiary within the meaning of Material Subsidiary as defined under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

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 Companyâs 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)

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)

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 operates a hospital of Shri Mata Vaishno Devi Shrine Board at Kakryal near Katra in Jammu under a Concession Agreement executed in 2014, 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.

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

v. Narayana Institute for Advanced Research Private Limited (NIARPL)

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

vi. Narayana Health Institutions Private Limited (NHIPL)

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

vii. NH Health Bangladesh Private Limited (NHBPL)

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. The company was operating the Cardiac Care unit of Imperial Hospital Ltd., in Chittagong, Bangladesh pursuant to an agreement executed in 2020. To sustain the long term interest of the Company, the said agreement was not renewed and consequently the company discontinued its operations in Bangladesh in February 2022. Further, other financial information is included in Form AOC-1.

viii. Narayana Holdings Private Limited (Narayana Holdings)

ix. Health City Cayman Islands Limited (HCCI)

x. Narayana Health North America LLC

Narayana Health North America LLC is a subsidiary Company incorporated in Delaware, United States of America on 9^th April, 2019 with the object of providing consultancy services in the field of healthcare including licensing of ERP solutions. The company commenced its operations during the year. Further, other financial information is included in Form AOC-1.

Associate Companies

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 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.

ii. ISO Healthcare

ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company holds 8.72% of the equity shares through its step-down subsidiary Narayana Holdings. 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 SEBI Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companyâs Website (URL: https:// www.naravanahealth.org/sites/default/files/download/ codes-policies/Policv_for_material_subsidiarv.pdf)

5. SHARE CAPITAL

As on 31^st March 2022, 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. DIRECTORSâ 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.

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.

7. BOARD OF DIRECTORS AND COMMITTEES

Composition of Board of Directors and changes thereof

As on 31^st March, 2022, the composition of your Companyâs 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.

Type of Directorship	No. of Directors	% of Board Strength
Executive Directors	3	33.33%
Non-executive & Nonindependent Directors	1	11.11%
Independent Directors	5	55.56%
Total	9	100.00%

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.

Resignation

During the year under review, Ms. Nivruti Rai (DIN: 01353079) resigned from the position of Independent Director of the Company with effect from 11^th June, 2021.

Appointment

During the year under review, Ms. Terri Smith Bresenham (DIN: 09111500) was appointed as an Independent Director of the Company with effect from 5^th August, 2021 and the said appointment was approved by the shareholders of the Company in their 21^st Annual General Meeting held on 27^thAugust, 2021.

Re-appointment

During the year under review, Dr. Emmanuel Rupert (DIN: 07010883) was reappointed as Managing Director and Group CEO of the Company, for a period of three years with effect from 11^th February, 2022 and subsequently same was approved by the shareholders of the Company by passing resolution through Postal Ballot on 24^th March, 2022.

Retirements

Dr. Devi Prasad Shetty (DIN:00252187), Chairman & Wholetime Director is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Key Managerial Personnel

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

Sl. No.	Name of the KMPs	Position held in the Company
1.	Dr. Emmanuel Rupert	Managing Director and Group CEO
2.	Mr. Kesavan Venugopalan*	Group Chief Financial Officer
3.	Ms. Sandhya Jayaraman#	Group Chief Financial Officer
4.	Mr. Sridhar S	Group Company Secretary, Legal & Compliance Officer
*Resigned as Chief Financial Officer with effect from 12^th November 2021. #Appointed as a Chief Financial Officer with effect from 8^th December 2021.

Committees and their Constitution

Number of meetings of the Board

The Board during the financial year under review met five (5) 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 Boardâs Report.

8. COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is uploaded on the Companyâs Website (URL: https://www.naravanahealth.org/sites/default/files/download/ codes-policies/Nomination-and-Remuneration-Policv.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.

10. PERFORMANCE EVALUATION OF DIRECTORS

11. RELATED PARTY TRANSACTIONS

12. CORPORATE SOCIAL RESPONSIBILITY

Your 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/sites/default/files/download/nh_investor_relations/ Corporate-Social-Responsibilitv-Policv.pdf).

As a responsible corporate citizen, your Company undertook several social welfare initiatives during he financial year under review. The Annual Report on CSR activities for the financial year 2021-22 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. PARTICULARS OF EMPLOYEES

14. 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

15. CORPORATE GOVERNANCE

16. BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company has adopted the Business Responsibility Policy of the Company at its meeting held on 29^th May 2017 which is available on our website i.e., https://www.naravanahealth.org/sites/default/files/download/ codes-policies/Business-Responsibilitv-Policv.pdf.

Details of the various initiatives taken by the Company towards the wellbeing of consumers, employees and the

equitable development of the society at large, sustainability of the environment, etc. are given separately in the Business Responsibility Report attached in Annexure IX.

17. AUDITORS

A. Statutory Auditors

M/s. Deloitte Haskins and Sells LLP (Firm Registration Number 117366W/W-100018), Chartered Accountants, Bengaluru are the statutory auditors of the Company who were appointed at the 17^th Annual General Meeting (AGM) of the Company held on 3^rd August 2017 for a period of 5 (five) years, to hold the office up to the ensuing AGM.

The Board of Directors, based on the recommendation of the Audit Committee, proposed reappointment of M/s. Deloitte Haskins and Sells LLP (Firm Registration Number 117366W/W-100018), Chartered Accountants, Bengaluru. The members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of 5 (five) years, from the conclusion of the ensuing Annual General Meeting, till the 27^th Annual General Meeting.

The Company has received confirmation from the statutory auditors to the effect that their re-appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

Auditorâs Report

The Auditorsâ have issued an unmodified Report for the year ended 31^st March 2022 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 2022-23, at a remuneration of H 3,30,000 (Rupees Three Lakhs and Thirty Thousand only) exclusive of taxes and reimbursement of out-of-pocket expenses incurred, if any, in connection with the cost audit.

C. Secretarial Auditor

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 2021-22. 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.

18. INTERNAL AUDIT SYSTEMS

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. We also have 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.

20. 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.

21. 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.

22. EMPLOYEE STOCK OPTION PLAN

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 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 the details of the Employee Stock Option Plan are annexed as Annexure XII to this Report.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2022 is available on the Companyâs website on https://www.naravanahealth.org/ stakeholder-relations/annual-return.

24. 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 Companyâs operation in future.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companyâs 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.

26. 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 Companyâs website at (URL: https://www. narayanahealth.org/sites/default/files/download/nh_investor_ relations/Whistle%20Blower%20Policy.pdf).

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

27. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No. of cases reported	No. of cases disposed	Nature of Action Taken	No. of cases pending	No. of workshops conducted (Induction & Refresher)	No. of participants
10	10	Out of 10 cases, in 4 cases the services of the respondents were terminated. 6 cases have been settled through conciliation and warning letters issued to the concerned respondents.	Nil	134	5286

28. RISK MANAGEMENT POLICY

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 managementâs assessment of risk at least once in a year and provide an update to the Board in this regard.

29. DECLARATION ON CODE OF CONDUCT

30. 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 Directorsâ also wish to thank the medical professionals and employees at each level for their continued hard work, commitment and performance during the year. Your Directors further wish to recognize the exemplary, untiring, selfless and dedicated services rendered by the clinical staff including doctors, paramedics, nurses and clinical support functions over the last two years in effectively continuing to fight COVID-19.

For and on behalf of the Board

Dr. Emmanuel Rupert Dr. Devi Prasad Shetty

Managing Director and Group CEO Chairman

DIN: 07010883 DIN: 00252187

Place: Bengaluru

Date: 20^th May, 2022

Profit for the year was H 1,335.98 Million against loss of H (786.73) Million in FY 2020-21.

Consolidated Operations

â¢ During the year under review, the total income of the Company increased from H 26,105.22 Million in FY 202021 to H 37,358.76 Million in FY 2021-22.

Mar 31, 2021

Your Directors have immense pleasure in presenting their 21^st Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31,2021.

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

(H in Million, except per share data)

Particulars	Consolidated		Standalone
Particulars	2020-21	2019-20	2020-21	2019-20
Income
Revenue from Operations	25,823.46	31,278.09	16,539.29	22,393.51
Other Income	281.76	237.64	764.99	241.42
Total Income	26,105.22	31,515.73	17,304.28	22,634.93
Total Expenditure¹	24,002.42	27,048.99	16,850.49	19,826.60
Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional items	2,102.80	4,466.74	453.79	2,808.33
Less: Interest & Depreciation	2,595.10	2,710.69	1,663.65	1,768.29
Less: Exceptional items	-	(108.70)	-	-
Profit''(Loss) before tax	(492.30)	1,647.35	(1,209.86)	1,040.04
Less: Income Tax	(412.73)	422.53	(423.13)	362.61
Profit/(Loss) After Tax	(74.57)	1,224.82	(786.73)	677.43
Add: Share of Profit/(Loss) in Associate (Net)	(68.37)	(34.30)	-	-
Profit/(Loss) for the year	(142.94)	1,1920.52	(786.73)	677.43
Add: Other Comprehensive Income	(20.17)	46.58	18.02	(46.00)
Net Profit/(Loss)	(163.11)	1,237.10	768.71	631.43
Earnings Per Share (Basic)	(0.70)	5.86	(3.88)	3.34
Earnings Per Share (Diluted)	(0.70)	5.86	(3.88)	3.34

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

2. PERFORMANCE OVERVIEW

Standalone Operations

â¢ During the year under review, the total income of the company decreased from H 22,634.93 Million in

2019- 20 to H 17,304.28 Million in 2020-21.

â¢ Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items decreased from H 2,808.33 Million in 2019-20 to H 453.79 Million in

2020- 21.

Consolidated Operations

â¢ During the year under review, the total income of the company decreased from H 31,515.73 Million in

2019- 20 to H 26,105.22 Million in 2020-21.

â¢ Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items decreased from H 4,466.74 Million in 2019-20 to H 2,102.80 Million in

2020- 21.

â¢ Profit for the year decreased from H 1,190.52 Million in 2019-20 to loss of H 142.94 Million in 2020-21.

Your Company continues to emphasise on maintaining the highest standards of clinical excellence, patient care and satisfaction. With regards to accountability and governance, your Company continues to ensure an environment of transparency and responsibility while aiming for the highest standards of corporate governance and trust.

3. TRANSFER TO RESERVES

Dividend and transfer to reserves

Based on the Companyâs performance, the Board has not recommended any dividend for the financial year under review.

Pursuant to SEBIâs 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.naravanahealth.ora/ sites/default/files/download/codes-policies/DIVIDEND-DECLARATION-POLICY-website.pdf).

4. SUBSIDIARY AND ASSOCIATE COMPANIES

Review of performance of Subsidiaries and Associate Companies

As on March 31, 2021, the Company has 11 Subsidiary Companies and 2 Associate Companies. Pursuant to Certificate of Meraer issued by the office of Reaistrar of Companies, Cayman Islands, effective April 1, 2021, our wholly owned subsidiary company Narayana Cayman Holdings Ltd. has merged with its step-down subsidiary, Health City Cayman Islands Ltd. Consequently, the Company currently has 10 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 as amended from time to time.

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

iv. Narayana Hospitals Private Limited (NHPL)

v. Narayana Institute for Advanced Research Private Limited (NIARPL)

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

vi. Narayana Health Institutions Private Limited (NHIPL)

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

vii. 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 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.

viii. Narayana Cayman Holdings Limited (NCHL)

NCHL was a wholly owned subsidiary of the Company with the power and authority to carry out any object not prohibited by the Companies Law of the Cayman Islands. Further, other financial information is included in Form AOC-1. This subsidiary has ceased to exist from April 1,2021 pursuant to its merger with Health City Caymans Islands Ltd.

ix. Narayana Holdings Private Limited (Narayana Holdings)

x. Health City Cayman Islands Limited (HCCI)

HCCI is a Company incorporated in Cayman Islands and operates a hospital in Cayman Islands. HCCI was a 100% step down subsidiary of the Company during the year under review. HCCI is a Material Subsidiary within the meaning of Material Subsidiary as defined under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. HCCI became a direct wholly owned subsidiary of the Company effective April 1,2021 pursuant to merger of its immediate holding company NCHL with HCCI. Further, other financial information is included in Form AOC-1.

xi. 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. The Company commenced its operations during the year. Further, other financial information is included in Form AOC-1.

Associate Companies

i. Cura Technologies Inc (Cura)

Cura is an Associate Company incorporated in the State of Delaware, USA, in which the Company holds 43.80% of common stock of the Associate Company through NCHL 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.

ii. ISO Healthcare

ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company holds 18.52% of the equity shares through its step-down subsidiary Narayana Holdings. Further, other financial information is included in Form AOC-1

files/download/codes-policies/Policy_for_material_ subsidiary.pdf)

5. SHARE CAPITAL

As on March 31, 2021, 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. DIRECTORSâ 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.

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 Companyâs internal financial controls were adequate and effective during FY 2020-21.

7. BOARD OF DIRECTORS AND COMMITTEES

Composition of Board of Directors and changes thereof

As on March 31, 2021, the composition of your Companyâs 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 woman director as required to be appointed by top 500 listed entities.

Type of Directorship	From January 18, 2021		Upto January 17, 2021
Type of Directorship	No. of Directors	% of Board Strength	No. of Directors	% of Board Strength
Executive Directors	3	33.33% 3 30.00%
Nonexecutive & Nonindependent Directors	1	11.11% 1 10.00%
Independent Directors	5	55.55% 6 60.00%
Total	9	100.00%	10	100.00%

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.

Resignation

During the year under review, Mr. Manohar D Chatlani resigned from the position of Independent Director of the Company with effect from January 18, 2021.

Retirements

Mr. Viren Prasad Shetty, Whole-time Director and Group COO is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Key Managerial Personnel

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

Sl. No.	Name of the KMPs	Position held in the Company
1.	Dr. Emmanuel Rupert	Managing Director and Group CEO
2.	Mr. Kesavan Venugopalan	Group Chief Financial Officer
3.	Mr. Sridhar S	Group Company Secretary, Legal & Compliance Officer

Committees and their Constitution

As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed four Committees viz, Stakeholdersâ 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 Boardâs Report.

Number of meetings of the Board

The Board during the financial year under review met six (6) 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 Boardâs Report.

8. COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is uploaded on the Companyâs Website (URL:https:// www.naravanahealth.org/sites/default/files/download/codes-policies/Nomination-and-Remuneration-Policv.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.

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, Board oversight during COVID-19 and inputs shared by the Directors at the meeting.

11. RELATED PARTY TRANSACTIONS

12. CORPORATE SOCIAL RESPONSIBILITY

Your Company is building a robust support structure to empower the less privileged sections of society. Through its community outreach programs, your Company is building the infrastructure necessary to bring about the changes to ensure improved health and well-being for the community. As a responsible corporate citizen, your Company undertook several social welfare initiatives during the year under review. The Annual Report on CSR activities for 2020-21 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. PARTICULARS OF EMPLOYEES

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, 201 4 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.

14. 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

15. CORPORATE GOVERNANCE

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, including Certificate from CEO and CFO as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been appended as Annexure - VI and forms integral part of this Report.

Further, a certificate from M/s. Ganapathi and Mohan, (Firm Registration Number P2002KR57100), Bengaluru, affirming the compliance with the various provisions of the Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure VII.

16. BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company has adopted the Business Responsibility Policy of the Company at its meeting held on May 29, 2017 which is available on our website i.e., https://www. narayanahealth.org/sites/default/files/download/codes-policies/ Business-Responsibilitv-Policv.pdf

Details of the various initiatives taken by the Company towards the wellbeing of consumers, employees and the equitable development of the society at large, sustainability of the environment, etc., are given separately in the Business Responsibility Report attached in Annexure VIII.

17. AUDITORS

A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration Number 117366W/W-100018), Chartered Accountants, Bengaluru are the statutory auditors of the Company who were appointed at the 17th Annual General Meeting of the Company held on August 3, 2017 for a period of 5 years.

Auditorâs Report

The Auditorsâ have issued an unmodified Report for the year ended March 31, 2021 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 2021-22, at a remuneration of H3,00,000 (Rupees Three lakhs) only, exclusive of taxes and reimbursement of out-of-pocket expenses incurred, if any, in connection with the cost audit.

C. Secretarial Auditor

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 2020-21. The Report of the secretarial audit is annexed herewith as Annexure IX.

Pursuant to Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its Annual Report, a Secretarial Audit Report, given by a Company Secretary in Practice. The Company in this regard, has received the secretarial audit report from M/s. Ganapathi & Mohan, Practicing Company Secretaries, having their office at No. 31, Vidya Bhavan, 3rd Floor, West Anjaneya Temple Street, Basavanagudi, Bangalore - 560 004 (and said Report is annexed herewith as Annexure X.

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.

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

18. INTERNAL AUDIT SYSTEMS

The second wave of the pandemic has impacted the business with consolidated operational revenue for April 2021 registering a decline of around 7% from March 2021. Since then, there has been decline in the operational trends for May given the rapid increase in COVID cases across all regions of the country. However, the official total positivity rate for India has been

registering a steady decline to below 10% as on May 24th compared to a high of 27% on May 5^th. We believe that June will experience a material improvement over May on the basis of reduced covid admissions and increase in patients coming in for elective surgeries.

Cashflows is being well managed given ample liquidity on books aided by efficient working capital management and profitability during the period.

20. 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.

21. 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.

22. EMPLOYEE STOCK OPTION PLAN

The Company has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP), 2015 pursuant to the approval of the Board on September 7, 2015 and the approval of Shareholders on September 12, 2015. The Plan is administered by the Nomination and Remuneration Committee through Narayana Health Employees Benefit Trust. Pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 the details of the Employee Stock Option Plan are annexed as Annexure XI to this Report.

23. THE EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2021 is available on the Companyâs website on https://www. naravanahealth.org/stakeholder-relations/annual-return

24. 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 Companyâs operation in future.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companyâs 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.

26. 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 their concerns and grievances in a responsible manner. The policy of vigil mechanism is available on the Companyâs website at https://www.naravanahealth.org/ sites/default/files/download/nh_investor_relations/Whistle%20 Blower%20Policy.pdf

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

27. DISCLOSURES UNDER 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) has 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.

No. of cases reported

No. of cases disposed

Nature of Action Taken

No. of cases pending

No. of workshops conducted (Induction &

Refresher)

No. of participants

Out of 9 cases, in 2 cases the services of the respondents were terminated. 6 cases have been settled through conciliation and warning letters issued to the concerned party. 1 case has been withdrawn.

Nil

134

3062

28. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has amended the Terms of Reference of the Committee suitably to include the following:

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 managementâs 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 of 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

29. DECLARATION ON CODE OF CONDUCT

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 2020-21 has been annexed as part of this Report.

30. ACKNOWLEDGEMENT

Your Directors are grateful for all the help, guidance and support extended to them by patients, bankers, suppliers and investors. Your Directors also wish to thank the medical professionals and employees at each level for their hard work, commitment and performance during the year. Your

Directors wish to recognize the exemplary, untiring, selfless and dedicated services rendered by the clinical staff including doctors, paramedics, nurses and clinical support functions in effectively fighting the COVID-19 pandemic.

For and on behalf of the Board

Dr. Devi Prasad Shetty Dr. Emmanuel Rupert

Chairman Managing Director and Group CEO

DIN: 00252187 DIN: 07010883

Place: Bengaluru

Date: May 31,2021

The company incurred loss of H 786.73 Million in 2020-21 vis-a-vis profit of H 677.43 Million in 2019-20.

Mar 31, 2019

Boardâs Report

Dear Members,

The Directors have immense pleasure in presenting their 19^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended 31^st March 2019.

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

(Rs,in mn, except per share data)

Particulars	Consolidated		Standalone
Particulars	2018-19	2017-18	2018-19	2017-18
Income
Revenue from Operations	28,609.20	22,809.07	20,771.57	18,475.75
Other Income	166.72	189.00	176.62	186.38
Total Income	28,775.92	22,998.07	20,948.19	18,662.13
Total Expenditure¹	25,731.09	20,686.42	18,883.70	16,719.17
Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional Items	3,044.83	2,311.65	2,064.49	1,942.96
Less: Interest & Depreciation	2,087.54	1,467.05	1,266.04	977.24
Less: Exceptional Items	-	5.41	4.49	11.58
Profit Before Tax	957.29	850.01	793.96	954.14
Less: Income Tax	341.18	289.64	293.12	369.92
Profit/(Loss) After Tax	616.11	560.37	500.84	584.22
Add: Share of Profit/ (Loss) in Associate (Net)	(23.34)	(46.35)
Profit for the Year	592.77	514.02	500.84	584.22
Add: Other Comprehensive Income	(4.14)	34.79	(22.94)	(4.61)
Net Profit/(Loss)	588.63	548.81	477.90	579.61
Earnings Per Share (Basic)	2.92	2.53	2.47	2.88
Earnings Per Share (Diluted)	2.92	2.53	2.47	2.88

*Expenses before depreciation and Amortization, finance costs and exceptional items

2. PERFORMANCE OVERVIEW Standalone Operations

- During the year under review, the total income of the Company increased from Rs,18,662.13 mn in FY 2017-18 to Rs,20,948.19 mn in FY 2018-19.

Consolidated Operations

- During the year under review, the total income of the Company increased from Rs,22,998.07 mn in FY 2017-18 to Rs,28,775.92 mn in FY 2018-19.

- Earnings before Interest, Tax, Depreciation and Amortization and Exceptional items increased from Rs,2,311.65 mn in FY 2017-18 to '' 3,044.83 mn in FY 2018-19.

- Profit for the year increased from Rs,514.02 mn in FY 2017-18 to Rs,592.77 mn in FY 2018-19.

3. TRANSFER TO RESERVES Dividend and Transfer to Reserves

Based on the Companyâs performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs,1.00 per share for the financial year ended 31^st March 2019. The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs,246.37 mn, including dividend tax.

The Directors have decided to retain an amount of Rs,492.04 mn in the retained earnings.

Pursuant to SEBIâs notification dated 8^th July 2016, the Board of Directors of the Company have formulated a Dividend Distribution Policy ("the policyâ). The detailed policy is annexed to this Report as Annexure I and 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 Review of Performance of Subsidiaries and Associate Companies

As on 31^st March 2019, the Company has 10 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 as amended from time to time.

i. The Annual Report of the Company, containing therein its standalone and consolidated financial statements are available on the Companyâs website (URL:https:// www.narayanahealth.org/stakeholder-relations)

ii. The audited financial statements of Subsidiary Companies are available on the website of the Company (URL:https://www.narayanahealth.org/stakeholder-relations)

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 centres, nursing homes and other related activities. This subsidiary operates a multi-specialty hospital in Mysore, offering a wide range of services across specialties, which includes cardiology, cardiac surgery, nephrology, urology, neurology, neurosurgery, endocrinology, orthopedics, internal medicines, obstetrics, gynaecology, paediatrics, neonatology, gastroenterology and oncology, to name a few. The subsidiary also operates and runs the Dharamshila Narayana Super-specialty 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 centres, nursing homes and other related activities. This subsidiary operates two hospitals in Howrah offering multi-specialty and super-specialty healthcare services like oncology, cardiology, cardiac surgery, 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 centres, diagnostic centres 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.

iv. Narayana Hospitals Private Limited (NHPL)

NHPL is a wholly owned subsidiary of the Company and is authorized to engage in the business of operation of hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.

v. Narayana Institute for Advanced Research Private Limited (NIARPL)

NIARPL is a wholly owned subsidiary of the Company and is authorized 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 is yet to commence operations. Further, other financial information is included in Form AOC-1.

vi. Narayana Health Institutions Private Limited (NHIPL)

NHIPL is a wholly owned subsidiary of the Company and is authorized to engage in the business of running medical colleges and operation of hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.

vii. NH Health Bangladesh Private Limited (NHBPL)

NHBPL is a step-down subsidiary of the Company, incorporated on 22^nd July 2018 and is authorized to engage in the business of running and operation of hospitals, clinics, health centres, nursing homes and other related activities. This subsidiary is yet to commence operations. Further, other financial information is included in Form AOC-1.

viii. Narayana Cayman Holdings Ltd (NCHL)

ix. Narayana Holdings Private Limited (Narayana Holdings)

x. Health City Cayman Islands Ltd (HCCI)

HCCI is a Company incorporated in Cayman Islands and operates a hospital in Cayman Islands. HCCI is a 100% step down subsidiary of the Company. 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.

Associate Companies i. Cura Technologies Inc (Cura)

Cura is an Associate Company incorporated in the State of Delaware, USA, in which the Company holds 43.33% of common stock of the Associate Company through NCHL 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.

ii. ISO Healthcare

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. 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 SEBI Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companyâs Website (URL:https://www. narayanahealth.org/sites/default/files/download/codes-policies/Policy_for_material_subsidiary.pdf).

5. SHARE CAPITAL

As on 31^st March 2019, the Authorized Share Capital of the Company is '' 3,800.00 mn comprising of 30,90,00,000 Equity Shares of Rs,10 each and 7,10,00,000 Preference Shares of Rs,10 each. The Paid-up Share Capital is Rs,2,043.61 mn comprising of 20,43,60,804 Equity Shares of Rs,10 each.

6. DIRECTORSâ 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 judgements 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.

7. BOARD OF DIRECTORS AND COMMITTEES Composition of Board of Directors and changes thereof

As on 31^st March 2019, the composition of your Companyâs Board has a right mix 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.

Type of Directorship	No. of Directors	% of Board Strength
Executive Directors	3	30%
Non-Executive & Non-Independent Directors	1	10%
Independent Directors	6	60%

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.

Resignations

During the year under review, Dr. Ashutosh Raghuvanshi had resigned as Vice-Chairman, Managing Director and Group CEO of the Company effective 11^th February 2019.

Appointments

Dr. Emmanuel Rupert, who was appointed as an Additional Director on the Board of the Company on 3^rd February

2019, was appointed as Managing Director and Group CEO effective 11^th February 2019 for a term of three years subject to confirmation of members of the Company at the ensuing Annual General Meeting of the Company.

Ms. Nivruti Rai was appointed as an Additional Director, and Independent Director effective 27^th March 2019 for a term of three years subject to confirmation of members of the Company at the Annual General Meeting of the Company.

Mr. Viren Shetty, Whole-time Director was also appointed as Group Chief Operating Officer on 3^rd February 2019.

Retirements

Dr. Devi Prasad Shetty, Whole-time Director is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Committees and their Constitution

Sl.No.	Name of the KMPs	Position held in the Company
1.	Dr. Ashutosh Raghuvanshi	Vice-Chairman, Group CEO & Managing Director till 11^th February 2019
2.	Dr. Emmanuel Rupert	Managing Director & Group CEO from 11^th February 2019
3.	Mr. Venugopalan Kesavan	Group Chief Financial Officer
4.	Mr. Sridhar S.	Group Company Secretary, Legal & Compliance Officer

Number of Meetings of the Board

The Board during the financial year under review met seven (07) 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 Boardâs Report.

8. COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is uploaded on the Companyâs Website (URL: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.

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.

11. RELATED PARTY TRANSACTIONS

12. CORPORATE SOCIAL RESPONSIBILITY

Your 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/sites/default/files/download/codes-policiesZNHL-CSR-Policy-Document-2016-17.pdf).

Your Company is building a robust support structure to empower the less privileged sections of society. Through its community outreach programs, your Company is building the infrastructure necessary to bring about the changes to ensure improved health and well-being for the community. As a responsible corporate citizen, your Company undertook several social welfare initiatives during the year under review. The Annual Report on CSR activities for FY 2018-19 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure IV and forms integral part of this Report.

13. PARTICULARS OF EMPLOYEES

14. 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 VI.

15. CORPORATE GOVERNANCE

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, including Certificate from CEO and CFO as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been appended as Annexure VII and forms integral part of this Report.

Further, a Certificate from M/s. Ganapathi and Mohan, (Firm Registration Number P2002KR57100), Bengaluru, affirming the compliance with the various provisions of the Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure VIII.

16. BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company has adopted the Business Responsibility Policy of the Company at its meeting held on 29^th May 2017 which is available on our website URL:https://www.narayanahealth.org/stakeholder-relations/Company-policies.

Details of the various initiatives taken by the Company towards the well-being of consumers, employees and the equitable development of the society at large, sustainability of the environment, etc. are given separately in the Business Responsibility Report attached in Annexure IX.

17. AUDITORS

A. Statutory Auditors

M/s. Deloitte Haskins and Sells LLP (Firm Registration Number 117366W/W-100018), Chartered Accountants, Bengaluru are the statutory auditors of the Company who were appointed at the 17^th Annual General Meeting of the Company held on 3^rd August 2017 for a period of 5 years.

Auditorâs Report

The Auditorsâ have issued an unmodified Report for the year ended 31^st March 2019 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 FY 2019-20, at a remuneration of '' 3,00,000 (Rupees Three Lakh) only, exclusive of tax and all 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 FY 2019-20 at the ensuing Annual General Meeting.

C. Secretarial Auditor

6 Mohan, Practicing Company Secretaries, having their office at No. 31, Vidya Bhavan, 3rd Floor, West Anjaneya Temple Street, Basavanagudi, Bengaluru -560 004 (firm Registration No. P2002KR057100) and said Report 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.

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1^st October 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

18. INTERNAL AUDIT SYSTEMS

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. We also have 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.

20. 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.

21. 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.

22. EMPLOYEE STOCK OPTION PLAN

Trust. Pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of SEBI (Share Based Employee Benefits) Regulations,

2014 the details of the Employee Stock Option Plan are annexed as Annexure XII to this Report.

23. THE EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure XIII is available on the website of the Company at URL:https://www. narayanahealth.org/stakeholder-relations/investor-presentations.

24. 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 Companyâs operation in future.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companyâs 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.

26. 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 Companyâs website at (URL: https://www. narayanahealth.org/sites/default/files/download/codes-policies/whistle_blower-NHPL.pdf).

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

27. 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 Committee (ICC) has 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.

No. of Cases Reported

No. of

Cases

Disposed

Nature of Action Taken

No. of Cases Pending

No. of Workshops Conducted (Induction & Refresher)

No. of Participants

Out of 11 cases, in 5 cases the services of the respondents were terminated.

One case was not proved to be sexual harassment and subsequently action has been initiated as per the disciplinary policy. Five cases have been settled through conciliation and warning letters issued to the concerned party.

Nil

625

7826

28. RISK MANAGEMENT POLICY

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:

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 managementâs assessment of risk at least once in a year and provide an update to the Board in this regard.

The Company has implemented Enterprise Risk Management wherein business units and corporate functions review and address risks. This is being facilitated by the Internal Audit team of the Company. The Risk Management Policy of the Company is available on our website URL:https://www.narayanahealth.org/stakeholder-relations/Company-policies.

29. DECLARATION ON CODE OF CONDUCT

Managing Director and Group CEO of the Company affirming the compliance with the Code of Conduct of the Company for the FY 2018-19 has been annexed as part of this Report.

30. ACKNOWLEDGEMENT

For and on behalf of the Board

Dr. Emmanuel Rupert Dr. Devi Prasad Shetty

Managing Director & Chairman Group CEO

DIN: 00252187 DIN: 07010883

Place: Bengaluru

Date: 24^th May 2019

Mar 31, 2018

Dear Members,

The Directors have immense pleasure in presenting their Eighteenth Annual Report on the business and operations of the Company and Audited Financial Statements for the financial year ended 31^st March 2018.

1. Financial Summary/Highlights, Performance and State of Affairs of The company

(Rs. in mn, except per share data)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Income
Revenue from Operations	18,475.75	16,459.15	22,809.07	18,781.65
Other Income	186.38	181.46	189.00	174.82
Total Income	18,662.13	16,640.61	22,998.07	18,956.47
Total Expenditure*	16,719.17	14,335.29	20,686.42	16,493.09
Earnings Before Interest, Tax, Depreciation and Amortisation and Exceptional items	1,942.96	2,305.32	2,311.65	2,463.38
Less: Interest & Depreciation	977.24	800.14	1,467.05	1,017.24
Less: Exceptional items	11.58	31.91	(5.41)	13.40
Profit before tax	954.14	1,473.27	850.01	1,432.74
Less: Income Tax	369.92	522.18	289.64	523.66
Profit/(Loss) After Tax	584.22	951.09	560.37	909.08
Add: Share of Profit/ (Loss) in Associate(Net)	-	-	(46.35)	(79.34)
Profit for the year	584.22	951.09	514.02	829.74
Add: Other Comprehensive Income	(461)	3.80	34.79	0.35
Net Profit/(Loss)	579.61	954.89	548.81	830.09
Earnings Per Share (Basic)	2.88	4.70	2.53	4.10
Earnings Per Share (Diluted)	2.88	4.69	2.53	4.09

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

2. Performance Overview Standalone Operations

- During the year under review, the total income of the Company increased from Rs.16,640.61 mn in 2016-17 to Rs.18,662.13 mn in 2017-18.

- Earnings before Interest, Tax, Depreciation and Amortization and Exceptional items decreased from Rs.2,305.32 mn in 2016-17 to Rs.1,942.96 mn in 2017-18.

- Profit for the year decreased from Rs.951.09 mn in 2016-17 to Rs.584.22 mn in 2017-18.

Consolidated Operations

- During the year under review, the total income of the Company increased from Rs.18,956.47 mn in 2016-17 to Rs.22,998.07 mn in 2017-18.

- Earnings before Interest, Tax, Depreciation and Amortization and Exceptional items decreased from Rs.2,463.38 mn in 2016-17 to Rs.2,311.65 mn in 2017-18.

- Profit for the year decreased from Rs.829.74 mn in 2016-17 to Rs.514.02 mn in 2017-18.

Your Company continues to emphasize on maintaining the highest standards of clinical excellence, patient care and satisfaction. With regards to accountability and governance, your Company continues to ensure an environment of transparency and responsibility while aiming for the highest standards of corporate governance and trust.

3. Transfer To Reserves Dividend and transfer to reserves

The Company since its maiden public listing of shares in 2016 had pursued its growth ambition during the last financial year by acquiring 130 bedded hospital in Gurugram which has since commenced operations. The Company had also entered into asset light model agreement with Dharamshila Cancer Foundation and Research Centre in Delhi which has been converted into a multispecialty hospital. These growth investments and further upgradation of existing facilities of the Company have been carried out to provide world class health service with an objective to further grow the business.

The Company continues to look at growth prospects through new investment opportunities. Considering that consolidation is taking place in the Healthcare Industry in India, it presents us with more challenges in terms of growth and it is imperative that the Company looks at available options for organic as well as in-organic growth. Achieving a consistent sustainable growth over the next few years and consolidating Companyâs position competitively would be a key objective.

While the Company appreciates the desire of the investors to have dividends for a return on investment, the Management is of the bonafide belief that it is appropriate to retain the earnings to pursue the much needed growth ambitions which is also in the interest of all the Shareholders. Such a strategy will not only hold the Company in good stead in times ahead but will also enhance Shareholders value in the medium to long term.

Hence, the Board has not recommended any dividend for the financial year under review.

The Company has adopted a Dividend Declaration Policy and it is available on the Companyâs website at https://www. narayanahealth.org/stakeholder-relations/company-policies.

During the year, Rs.579.61 mn was transferred to Reserves.

4. Subsidiary and Associate Companies review OF PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANIES

As on 31^st March 2018 the Company has:

- 9 Subsidiary Companies (excluding New Rise Healthcare Private Limited and Narayana Hrudayalaya Hospitals Malaysia Sdn Bhd (Narayana Malaysia) and

- 2 Associate Companies

None of the above Companies is a Material Subsidiary within the meaning of Material Subsidiary as defined under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 except Narayana Cayman Holdings Limited. Pursuant to the provisions of Section 129 of the Companies Act, 2013, a Statement containing the salient features of the Financial Statements of the Companyâs Subsidiaries and Associates in Form AOC-1, that forms part of this Report is attached as Annexure I.

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 Companyâs website i.e., https://www.narayanahealth.org/ stakeholder-relations.

ii. The audited Financial Statements of Subsidiary Companies are available on the website of the Company i.e., https://www.narayanahealth.org/ stakeholder-relations, post approval of Members of the Company.

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 has a multispecialty hospital in Mysore, offering a wide range of services across specialties, which includes cardiology, cardiac surgery, nephrology, urology, neurology, neurosurgery, 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. 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, nursing homes and other related activities. This subsidiary has two hospitals in Howrah offering multi-specialty and super-specialty healthcare services like, oncology, cardiology, cardiac surgery, nephrology, urology, neurology, neuro surgery, 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 latest advanced technology, clinics, health centers, diagnostic centers and other related activities. This subsidiary has 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.

iv) Narayana Hospitals Private Limited (NHPL)

NHPL is a wholly owned subsidiary of the Company and is authorized 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. This subsidiary is yet to commence operations.

v) Narayana Institute for Advanced Research Private Limited (NIARPL)

vi) Narayana Health Institutions Private Limited (NHIPL)

NHIPL is a wholly owned subsidiary of the Company and is authorized to engage in the business of running medical colleges and 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.

vii) NewRise Healthcare Private Limited (NRHPL)

NRHPL was a wholly owned subsidiary of the Company which was acquired from Panacea Biotech Limited during the year under review. NRHPL was subsequently merged with the Company vide Regional Directorâs Order dated 4^th October 2017.

viii) Narayana Hrudayalaya Hospitals Malaysia Sdn Bhd (Narayana Malaysia)

Narayana Malaysia was a wholly owned subsidiary of the company and was authorized to engage in the business of hospitals, nursing homes, medical and other research centers, maternity homes and other related activities.This subsidiary had commenced the process of Membersâ Voluntary winding up in 2017 as per the extant provisions of the Malaysian Company Law. The liquidation of the subsidiary has been completed and stands dissolved on 27^th March 2018.

ix) Narayana Cayman Holdings Ltd (NCHL)

NCHL is a wholly owned subsidiary of the Company and has the power and authority to carry out any object not prohibited by the Companies Law of the Cayman Islands. Further, other financial information is included in Form AOC-1. NCHL is a material subsidiary within the meaning of material subsidiary as defined under SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015.

x) Narayana Holdings Private Limited (Narayana Holdings)

Narayana Holdings is a wholly owned subsidiary of the Company and is a Company incorporated in the Republic of Mauritius in April, 2016. Further, other financial information is included in Form AOC-1.

xi) Health City Cayman Islands Ltd (HCCI)

HCCI is a company incorporated in Cayman Islands and operates a hospital in Cayman Islands. Company held 28.6% equity shares in HCCI through its wholly owned subsidiary Narayana Cayman Holdings Limited (NCHL) and the balance 71.4% of the shares of HCCI was held by Ascension Health Ventures LLC, USA, (AHV) an affiliate of Ascension Health Alliance, USA (AHA). HCCI bought back 71.4% held by AHV during the year under review.

Consequent to this buy back, HCCI, became a 100% step down subsidiary of Company .

Associate Companies

i) Cura Technologies Inc (Cura)

Cura is an Associate Company incorporated in the State of Delaware, USA, in which the Company holds 43.33% of common stock of the associate company through NCHL 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.

ii) ISO Healthcare

ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company holds 20% of the equity shares through Narayana Holdings. Further, other financial information is included in Form AOC-1.

5. SHARE CAPITAL

As on 31^st March 2018, the Authorized Share Capital of the Company is Rs.3,800 mn comprising 30,90,00,000 Equity Shares of Rs.10 each and 7,10,00,000 Preference Shares of Rs.10 each. The Paid-up Share Capital is Rs.2,043.61 mn comprising of 20,43,60,804 Equity Shares of Rs.10 each. The Authorized Share Capital of the Company was increased from Rs.3000 mn to Rs.3,800 mn on consolidation of Authorised Share Capital of NewRise Healthcare Private Limited with the Authorised Share Capital of the Company consequent to Regional Directorâs Order dated 4^th October 2017 amalgamating NewRise Healthcare Private Limited with the Company.

6. directorsâ 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 judgements 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.

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 Companyâs internal financial controls were adequate and effective during 2017-18.

7. BOARD OF DIRECTORS AND COMMITTEES Composition of Board of Directors and changes thereof

Your Companyâs Board of Directors comprises Executive Directors, Non-ExecutiveDirectors (OneWoman Director)and Independent Directors. The Composition of the Board along with the changes, if any, thereof is detailed in the Corporate Governance Report which forms a part of this Report.

During the year under review, there has been no change in the Directors of the Company. Ms. Kiran Mazumdar Shaw Non-Executive Director who retired by rotation was reappointed as a Director at the Seventeenth Annual General Meeting of the Company held on 3^rd August 2017. Mr. Viren Shetty, Whole-time Director is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

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

S. No.	Name of the KMPs	Position held in the Company
1.	Dr. Ashutosh Raghuvanshi	Vice-Chairman, Group CEO & Managing Director
2.	Mr. Venugopalan Kesavan	Group Chief Financial Officer
3.	Mr. Sridhar S	Group Company Secretary, Legal & Compliance Officer

The term of office of Dr. Devi Prasad Shetty as the Whole-time Director, Dr. Ashutosh Raghuvanshi as Managing Director and Mr. Viren Shetty as the Whole-time Director is expiring on 28^th August 2018. Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed them at the Board meeting held on 29^th May 2018 subject to approval of the members in the ensuing Annual General Meeting.

The term of office of Mr. Dinesh Krishna Swamy, Mr. Muthuraman Balasubramanian, Mr. Arun Seth and Mr. B N Subramanya, Independent Directors is coming to an end on 7^th August 2018 while the term of office of Independent Director Mr. Manohar D Chatlani is coming to an end on 10^th September 2018.The Board of Directors at their meeting held on 29^th May 2018 has recommended the re-appointment of all the Independent Directors for a second term of 5 years. The Notice of 18^th Annual General Meeting of the Company contains the above proposals for the approval of the Members.

Committees and their Constitution

Keeping in view the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board decides the Terms of Reference of these Committees and the assignment of Members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.

The Members of the Committees are

S. No.	Stakeholdersâ Relationship Committee	Audit, Risk and Compliance Committee	Nomination and Remuneration Committee	Corporate Social Responsibility Committee
1.	Mr. Muthuraman Balasubramanian	Mr. B N Subramanya	Mr. Arun Seth (upto 25^th October 2017 and again from 26^th March 2018)	Mr. Dinesh Krishna Swamy
2.	Mr. B N Subramanya	Mr. Dinesh Krishna Swamy	Ms. Kiran Mazumdar Shaw	Dr. Ashutosh Raghuvanshi
3.	Dr. Ashutosh Raghuvanshi	Mr. Muthuraman Balasubramanian	Mr. Dinesh Krishna Swamy	Mr. B N Subramanya
4.	Mr. Viren Shetty	-	Mr. Muthuraman Balasubramanian (from 25^th October 2017 upto 26^th March 2018)	-

Number of meetings of the Board

8. COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on our website at https://www.narayanahealth.org/stakeholders-relations/ company-policies.

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.

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 every Directorâs performance was carried out by the Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and Board as a whole, Committees thereof and Chairman of the Company was carried out by the Independent Directors through a separate meeting of the Independent Directors held on 26^th March 2018. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated.

11. AUDITORS

A. Statutory Auditors

M/s. Deloitte Haskins and Sells LLP (Firm Registration Number 117366W/W-100018), Chartered Accountants, Bengaluru are the statutory auditors of the company who were appointed at the 17^th Annual General Meeting of the Company held on 3^rd August 2017 for a period of 5 years.

Auditorâs Report

The Auditorsâ have issued an unmodified Report for the year ended 31^st March 2018 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 2018-19 at a remuneration of Rs.3,00,000 (Rupees Three Lakh) only, exclusive of reimbursement of tax and all out of pocket expenses incurred, if any, in connection with the cost audit.

C. Secretarial Auditor

The Company has appointed M/s. Ganapathi and Mohan, (Firm Registration No. P2002KR57100), Practicing Company Secretaries to undertake the Secretarial Audit of the Company for financial year 2017-18. The Report of the secretarial audit is annexed herewith as Annexure IX.

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.

12. INTERNAL AUDIT SYSTEMS

Your Company has continued its engagement with M/s. Ernst & Young LLP Chartered Accountants, to conduct internal audit across the organization. We have also strengthened the in-house internal audit team to supplement and support the efforts of M/s. Ernst & Young LLP

13. 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.

14. 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.

15. 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.

16. RELATED PARTY TRANSACTIONS

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 Form AOC-2 as prescribed under the Companies Act, 2013 is annexed herewith as Annexure II.

17. THE EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is annexed herewith as Annexure III.

18. CORPORATE SOCIAL RESPONSIBILITY

Your Company is building a robust support structure to empower the less privileged sections of society. Through its community outreach programs, your Company is building the infrastructure necessary to bring about the changes to ensure improved health and well-being for the community. As a responsible corporate citizen, your Company undertook several social welfare initiatives. Annual Report on Corporate Social Responsibility is annexed herewith as Annexure IV.

19. 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 V to the Boardsâ 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.

20. EMPLOYEE STOCK OPTION PLAN

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 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 the details of the Employee Stock Option Plan are annexed as Annexure X to this report:

21. 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 VI.

22. 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 Companyâs operation in future.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Companyâs 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.

24. CORPORATE GOVERNANCE

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 and a certificate from M/s. Ganapathi and Mohan, (Firm Registration No. P2002KR57100), Bengaluru, affirming the compliance with the various provisions of the Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and is annexed to Boardâs Report as Annexure VII and Annexure VII A, respectively.

25. BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company has adopted the Business Responsibility Policy of the Company at its meeting held on 29^th May 2017 which is available on our website i.e., https://www.narayanahealth.org/stakeholder-relations/company-policies.

Details of the various initiatives taken by the Company towards the well being of consumers, employees and the equitable development of the society at large, sustainability of the environment, etc. are given separately in the Business Responsibility Report attached in Annexure VIII.

26. 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.

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

27. 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 Committee (ICC) has 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.

No. of cases reported

No. of cases disposed

Nature of Action Taken

No. of cases pending

No. of workshops conducted (Induction & Refresher)

No. of participants

Out of 3 cases, in 1 case the services of the respondent was terminated.

One case was not proved to be sexual harassment and subsequently action has been initiated as per the disciplinary policy.

One case has been settled through conciliation.

Nil

344

7054

28. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formed Audit, Risk and Compliance Committee with well-defined roles and responsibilities of the Committee which includes reviewing and recommending of risk management plan and the risk management report for approval of the Board. The Audit, Risk and Compliance Committee evaluates internal financial controls and risk management systems. The Risk Management Policy of the Company is available on our website i.e., https://www.narayanahealth.org/stakeholder-relations/company-policies.

29. INSIDER TRADING POLICY

The Board of Directors of the Company has revised the insider trading policy at its meeting held on 6^th November 2017. The Policy is available on our website i.e., https:// www.narayanahealth.org/stakeholder-relations/company-policies.

30. 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. Ashutosh Raghuvanshi, the Vice-chairman, Group CEO & Managing Director of the Company affirming the compliance with the Code of Conduct of the Company for the financial year 2017-18 has been annexed as part of this Report.

31. ACKNOWLEDGEMENT

For and on behalf of the Board

Dr. Ashutosh Raghuvanshi Mr. Viren Shetty

Vice Chairman, Group CEO Whole-time Director

& Managing Director, DIN: 02144586

DIN:02775637

Place: Bangalore

Date: 29^th May 2018

Mar 31, 2017

Dear Shareholders,

The Directors have immense pleasure in presenting their Seventeenth Annual Report on the business and operations of the Company and Audited financial statements for the financial year ended March 31, 2017.

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

(Rs, in mn, except per share data)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Income
Revenue from Operations	16,459.14	14,700.26	18,781.65	16,138.46
Other Income	181.46	137.10	174.82	146.89
Total Income	16,640.61	14,837.36	18,956.47	16,285.35
Total Expenditure	14,335.29	12,998.42	16,493.09	14,392.64
Earnings before interest, tax, depreciation and amortization and exceptional items	2,305.32	1,838.94	2,463.38	1,892.71
Less: Interest & Depreciation	800.14	865.80	1,017.24	1,055.56
Less: Exceptional items	31.91	108.46	13.40	110.12
Profit before tax	1,473.27	864.68	1,432.74	727.03
Less: Income Tax	522.19	297.85	523.66	301.35
Profit/(Loss) After Tax	951.09	566.83	909.08	425.68
Less: Share of Profit/ (Loss) in Associate(Net)	-	-	79.34	217.49
Profit for the year	951.09	566.83	829.74	208.19
Add: Other Comprehensive Income	3.80	(5.71)	0.34	(7.91)
Total Comprehensive Income for the year	954.89	561.12	830.08	200.28
Earnings Per Share (Basic)	4.70	2.83	4.10	1.06
Earnings Per Share (Diluted)	4.69	2.83	4.09	1.06

2. PERFORMANCE OVERVIEW

Standalone Operations

- During the year under review, the total income of the Company increased from Rs, 14,837.36 mn in 2015-16 to Rs, 16,640.61 mn in 2016-17.

- Earnings before Interest, Tax, Depreciation and Amortization and Exceptional items increased from Rs, 1,838.94 mn in 2015-16 to Rs, 2,305.32 mn in 2016-17.

- Profit for the year increased from Rs, 566.83 mn in 2015-16 to Rs, 951.09 mn in 2016-17.

Consolidated Operations

- During the year under review, the total income of the Company increased from Rs, 16,285.35 mn in 2015-16 to Rs, 18,956.47 mn in 2016-17.

- Earnings before Interest, Tax, Depreciation and Amortization and Exceptional items increased from Rs, 1,892.71 mn in 2015-16 to Rs, 2,463.38 mn in 2016-17.

- Profit for the year increased from Rs, 208.19 mn in 2015-16 to Rs, 829.74 mn in 2016-17.

3. TRANSFER TO RESERVES

Dividend and transfer to Reserves

Your Company is desirous of achieving a consistent sustainable growth over the next few years and consolidate its position competitively. With today''s healthcare landscape being at a point of inflexion, offering myriad opportunities, the management feels that it''s imperative for the Company to consolidate its prestigious position in the fast-changing industry with a strong focus on future earnings. Your Company believes that this philosophy shall be value enriching for all Shareholders and thus would invest in creating and strengthening assets to serve the long standing interest of all stakeholders.

Your Company has made significant investments in the beginning of this financial year by acquiring NewRise Healthcare Private Limited at an enterprise value of Rs, 180 crore and is exploring further opportunities for in-organic as well as organic growth.

The Management is excited about the growth trajectory being on track to deliver affordable quality healthcare to all sections of the society. With business fundamentals being well-poised, your Company believes that at this stage of evolution, it''s in the best interest of all the Shareholders to plough back the retained earnings to pursue the growth prospects of the Company. Hence, the Board has not recommended any dividend for the financial year under review.

During the year Rs, 954.89 mn was transferred to General Reserves.

4. SUBSIDIARY AND ASSOCIATE COMPANIES

Review of performance of Subsidiaries and Associate Companies

As on March 31st, 2017, the Company has:

- 9 Subsidiary Companies excluding Asia Healthcare Development Limited, and

- 3 Associate Companies

Pursuant to a Share Purchase Agreement executed in November 2016, Asia Healthcare Development Limited was sold to Lila Hospitals Private Limited. None of the above companies are material subsidiaries. Pursuant to the provisions of Section 129 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.

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., www.narayanahealth.org.

ii. The audited financial statements of subsidiary companies are available on the website of the Company i.e., www.narayanahealth.org.

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

a) 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 has a multispecialty hospital in Mysore, offering a wide range of services across specialties, which includes cardiology, cardiac surgery, nephrology, urology, neurology, neurosurgery, endocrinology, orthopedics, internal medicines, obstetrics, gynecology, pediatrics, neonatology, gastroenterology and oncology to name a few. Further, it has entered into a Healthcare Services Agreement in March 2017 with Dharamshila Cancer Foundation and Research Centre for operating a hospital in New Delhi. Other financial information is included in Form AOC-1.

b) Meridian Medical Research & Hospital Limited (MMRHL)

c) Narayana Vaishno Devi Specialty Hospitals Private Limited (NVDSHPL)

NVDSHPL is engaged in the business of providing healthcare services of superior quality with latest advanced technology, clinics, health centers, diagnostic centers and other related activities.

This subsidiary has a hospital at Kakryal near Katra in Jammu which caters to patients across more than 20 different specialties, with super specialty care. It will also house a full-fledged bone marrow transplant facility. Further, other financial information is included in Form AOC-1.

d) Narayana Hospitals Private Limited (NHPL)

NHPL is authorized 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. This subsidiary is yet to commence operations.

e) Narayana Institute for Advanced Research Private Limited (NIARPL)

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

f) Narayana Health Institutions Private Limited (NHIPL)

NHIPL is authorized to engage in the business of running medical colleges and 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.

g) Narayana Hrudayalaya Hospitals Malaysia Sdn Bhd (Narayana Malaysia)

Narayana Malaysia is authorized to engage in the business of hospitals, nursing homes, medical and other research centers, maternity homes and other related activities. This subsidiary has filed an application for voluntary liquidation, pursuant to Section 257(1) of the Companies Act, 1965 of Malaysia in January, 2017. Further, other financial information is included in Form AOC-1.

h) Narayana Cayman Holdings Ltd (NCHL)

NCHL has the power and authority to carry out any object not prohibited by the Companies Law of the Cayman Islands. Further, other financial information is included in Form AOC-1.

i) Narayana Holdings Private Limited (Narayana Holdings)

Narayana Holdings is a wholly owned subsidiary of the Company which is incorporated in the Republic of Mauritius in April, 2016. This subsidiary is yet to commence its operations. Further, other financial information is included in Form AOC-1.

j) Asia Healthcare Development Limited (AHDL) up to November, 2016

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 '' 38.34 lacs.

Associate Companies

a) Health City Cayman Islands Ltd (HCCI)

HCCI is an associate company incorporated in Cayman Islands, in which the Company holds 28.6% of the shareholding through NCHL and the remaining 71.4% of the shareholding is held by Ascension Health Ventures, LLC of USA. HCCI has a 105 capacity bedded hospital in the Cayman Islands which caters to patients across specialties such as cardiology, paediatric cardiology, cardiac surgery, medical oncology, general surgery, orthopedics, pulmonology, plastic surgery, etc.. Further, other financial information is included in Form AOC-1.

b) Cura Technologies Inc. (Cura)

Cura is an associate company incorporated in the State of Delaware, USA, in which the Company holds 43.33% of common stock of the associate company through NCHL and the remaining shares are held by Mr. Samir Mitra and others. This company is engaged in the business of developing software & technology to transform delivery of patient care. Further, other financial information is included in Form AOC-1.

c) ISO Healthcare

ISO Healthcare is an associate company incorporated in Mauritius in which the Company holds 20% of the equity shares through Narayana Holdings. Further, other financial information is included in Form AOC-1.

5. SHARE CAPITAL

As on March 31st, 2017, the Authorized Share Capital of the Company is Rs, 3,000.00 mn and Paid-up Share Capital is Rs, 2,043.61 mn. Your Company has not issued or allotted any shares during the year under review.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the Directors 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.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during 2016-17.

7. BOARD OF DIRECTORS AND COMMITTEES

Composition of Board of Directors and changes thereof

Your Company''s Board of Directors comprises Executive Directors, Non-Executive Directors (One Women Director) and Independent Directors and the same is detailed in the Corporate Governance Report which forms a part of this Report.

During the year under review, there has been no change in the directors of the Company. Dr. Devi Prasad Shetty, Chairman and Executive Director who retired by rotation was reappointed as Director at the Sixteenth Annual General Meeting of the Company held on July 29, 2016. Ms. Kiran Mazumdar Shaw is retiring by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

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

Sl. No.	Name of the WTDs/KMPs	Position held in the Company
1.	Dr. Ashutosh Raghuvanshi	Vice-Chairman, Group CEO & Managing Director
2.	Mr. Venugopalan Kesavan	Group Chief Financial Officer
3.	Mr. Ashish Kumar	Group Company Secretary and Compliance Officer up to February 24, 2017
4.	Mr. Sridhar S	Group Company Secretary, Legal & Compliance Officer March 6, 2017 onwards

Committees and their constitution

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.

Keeping in view the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board decides the terms of reference of these Committees and the assignment of members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.

The Members of the Committees are:

Sl. No.	Stakeholders'' Relationship Committee	Audit, Risk and Compliance Committee	Nomination and Remuneration Committee	Corporate Social Responsibility Committee
1.	Mr. B Muthuraman	Mr. B N Subramanya	Mr. Arun Seth	Mr. K Dinesh
2.	Mr. B N Subramanya	Mr. K Dinesh	Ms. Kiran Mazumdar Shaw	Dr. Ashutosh Raghuvanshi
3.	Dr. Ashutosh Raghuvanshi	Mr. B Muthuraman	Mr. K Dinesh	Mr. B N Subramanya
4.	Mr. Viren Shetty	-	-	-

Number of meetings of the Board

The meetings of the Board are scheduled at a 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 nine (09) 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 has been disclosed in the Corporate Governance Report, which forms part of this Report.

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.

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 every Director''s performance was carried out by the Nomination and Remuneration Committee. The performance evaluation of Non Independent Directors and Board as a whole,

Committees thereof and Chairman of the Company was 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.

A structured questionnaire was prepared, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties.

11. AUDITORS

a) Statutory Auditors

The term of office of M/s. B S R & Co. LLP (having Firm Registration Number: 101248W/W-100022), Chartered Accountants, shall expire upon the conclusion of the 17th Annual General Meeting.

It is proposed to appoint M/s. Deloitte Haskins and Sells LLP (Firm Registration Number: 117366W/W- i 100018), Chartered Accountants, Bangalore as the statutory auditors of the Company in place of the retiring auditor M/s. B S R & Co. LLP. Further, details on this item is given in the Notice of the 17th Annual General Meeting of the Company.

Auditor''s Report

There are no observations made in the Auditors'' Report and hence, do not call for any further comments 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 2017-18 at a remuneration of Rs, 3,00,000 (Rupees Three lacs) only, exclusive of reimbursement of service tax and all 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 FY 2017-18 at the ensuing General Meeting.

c) Secretarial Auditor

The Company has appointed M/s. Ganapathi and Mohan (Firm registration no. P2002KR057100), Company Secretaries, to undertake the Secretarial Audit of the Company for 2016-17. The Report of the secretarial audit is annexed herewith as Annexure IX.

There is no qualification, reservations or adverse remarks made by M/s. Ganapathi and Mohan, Practicing Company Secretaries, Secretarial Auditor of the Company in his Secretarial Audit Report.

12. INTERNAL AUDIT SYSTEMS

Your Company has continued its engagement with M/s. Ernst & Young LLP, Chartered Accountants, to conduct internal audit across the organization. We have also strengthened the in-house internal audit team to supplement and support the efforts of M/s. Ernst & Young LLP. Your Company conducted 6 (Six) meetings of the Audit, Risk and Compliance Committee during the year under review.

13. 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 other material changes affecting the financial position of the Company between the end of

the financial year to which this Financial Statements relate and the date of the Report, except acquisition of NewRise Healthcare Private Limited (NRHPL). Pursuant to the approval granted by the Committe of the Board on April 21, 2017, the Company acquired 100% equity shares & preference shares in NRHPL from Panacea Biotech Limited at an enterprise value of Rs, 180 crores.

14. 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.

15. 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.

16. RELATED PARTY TRANSACTIONS

20. EMPLOYEE STOCK OPTION PLAN

The Group has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP), 2015 pursuant to the approval of the Board on September 7, 2015 and approval of the Shareholders on September 12, 2015. The Plan is administered by the Nomination and Remuneration Committee through Narayana Health Employees Benefit Trust. Pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the details of the Employee Stock Option Plan is as under:

Details of NH Employees Stock Option Plan, 2015

Sl. No.	Particulars	Details relating to the particulars
1.	Options granted	8,14,830 options granted on October 1, 2015 to the eligible employees
2.	Options vested	10% of the options have vested on the 1st Anniversary from the date of grant of ESOP, i.e. October 1, 2016
3.	Options exercised	32447
4.	The total number of shares arising as a result of exercise of option	32447
5.	Options lapsed	1100 as the employee who had been granted the option has resigned
6.	The exercise price	Rs, 10
7.	Variation of terms of options	One employee was granted 3660 options out of which 10% options were vested in October 2016 and the remaining 90% were vested in November 2016 based on the approval of the Nomination and Remuneration Committee at their meeting held on November 9th, 2016
8.	Money realized by exercise of options	324,470
9.	Total number of options in force	781,283
10.	Employee wise details of options granted to:
	(i) Key Managerial Personnel	Dr. Ashutosh Raghuvanshi, Vice Chairman, Group CEO &, Managing Director - 5,20,000 options
	(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	None
	(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	None

Notes to Accounts. Form AOC-2 as prescribed under the Companies Act, 2013 is annexed herewith as Annexure II

17. THE EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is annexed herewith as Annexure III.

18. CORPORATE SOCIAL RESPONSIBILITY

Your Company is building a robust support structure to empower the less privileged sections of society. Through its community outreach programs, your Company is building the infrastructure necessary to bring about the changes to ensure improved health and well-being for the community. As a responsible corporate citizen, your Company undertook several social welfare initiatives. Annual Report on Corporate Social Responsibility is annexed herewith as Annexure IV.

19. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is detailed in Annexure V.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

22. 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.

23. 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.

24. 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 intrested 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 and a Certificate from M/s. Ganapathi and Mohan (Firm registration no: P2002KR-057100), Company Secretaries, Bangalore, affirming the compliance with the various provisions of Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and is Annexed to Board''s Report as Annexure VII and Annexure VII B, respectively.

25. BUSINESS RESPONSIBILITY REPORT

Details of the various initiatives taken by the Company towards the wellbeing of consumers, employees and the equitable development of the society at large, sustainability of the environment, etc. are given separately in the Business Responsibility Report attached in Annexure VIII.

26. 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.

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

27. 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 Committee (ICC) has 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.

Sl. No. No. of cases reported

No. of cases disposed

Nature of Action Taken

No. of cases pending

No. of workshops conducted (Induction & Refresher)

No. of

participants

1 3

Out of 3 cases, 1 was proved to be sexual harassment. Action taken in this case was restricted to "Warning" considering the complainant request.

Nil

443

9305

28. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formed Audit, Risk and Compliance Committee with well-defined roles and responsibilities of the Committee which includes reviewing and recommending of risk management plan and the risk management report for approval of the Board. The Audit, Risk and Compliance Committee evaluates internal financial controls and risk management systems. The Risk Management Policy of the Company is available on our website i.e., http:// www.narayanahealth.org/stakeholder-relations/codes-

policies-terms-moa-aoa.

29. DIVIDEND DISTRIBUTION POLICY

The Board at its meeting held on March 23rd, 2017 has adopted a Dividend Distribution Policy and the same is available on our website i.e., http://www. narayanahealth.org/stakeholder-relations/codes-policies-terms-moa-aoa.

30. 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. Ashutosh Raghuvanshi, Vice Chairman, Group CEO & Managing Director of the Company affirming the compliance with the Code of Conduct of the Company for the financial year 2016-17 has been annexed as part of this Report.

31. ACKNOWLEDGEMENT

For and on behalf of the Board

Dr. Devi Prasad Dr. Ashutosh

Shetty Raghuvanshi

Chairman Vice Chairman,

DIN: 00252187 Group CEO & Managing

Place: Bengaluru Director

Date: May 29, 2017 DIN: 02775637

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