Notice of Postal Ballot

Date of submission: September 4, 2026 To, To, The Secretary The Secretary Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Department of Corporate Services Exchange Plaza, Bandra Kurla Complex Phiroze Jeejeebhoy Towers, Mumbai – 400 051 Dalal Street, Mumbai – 400 001 Scrip Code – 539551 (EQ), 975516, 976418 Scrip Code- NH Dear Sir/Madam, Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, please find attached the Notice dated August 28, 2026 along with the Explanatory Statement for seeking approval of the members of the Company through Postal Ballot process with respect to the following special business:- Sr. No. Description of Resolution Type of Resolution 1 To approve revision in professional fee payable to Dr. Varun Shetty as a Ordinary Consultant Surgeon, an office or place of profit under the Companies Act, 2013. In compliance with the various General Circulars issued by the Ministry of Corporate Affairs as disclosed in the Notice, this Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories / Depository Participants / the Company’s Registrar & Share Transfer Agent (‘RTA’) i.e., KFin Technologies Limited, and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, August 28, 2026 (‘Cut-off date’). The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-voting facility to its Members. The e-voting facility will be available during the following period: Commencement of e-voting 9:00 A.M. (IST) on Saturday, September 05, 2026 End of remote e-voting 5:00 P.M. (IST) on Sunday, October 04, 2026 The e-voting module shall be disabled by NSDL thereafter. The voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. Please note that communication of assent or dissent of the Members would take place only through the remote e-voting system. The instructions for remote e-voting are provided in the Notice of Postal Ballot. The said Notice is also being made available on the website of the Company at www.narayanahealth.org and on the website of NSDL at www.evoting.nsdl.com. Request you to kindly take the above on record. Thanking you Yours faithfully For Narayana Hrudayalaya Limited Sridhar S. Group Company Secretary, Legal & Compliance Officer Narayana Hrudayalaya Limited Registered Office: 258/A, Bommasandra Industrial Area, Anekal Taluk, Bengaluru-560099 CIN: L85110KA2000PLC027497 Website: www.narayanahealth.org, E-mail: investorrelations@narayanahealth.org, Tel: +91-8050009318 NOTICE OF POSTAL BALLOT [Pursuant to the provisions of Section 110 of the Companies Act, 2013, read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014] Dear Member(s), NOTICE is hereby given that the resolution set out below is proposed to be passed by the members of Narayana Hrudayalaya Limited ("the Company") by way of Postal Ballot through remote e-voting only, pursuant to the provisions of Section 110 and other applicable provisions of the Companies Act, 2013 ("Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014, the General Circulars issued by the Ministry of Corporate Affairs from time to time ("MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In compliance with the MCA Circulars, the Notice is being sent only through electronic mode to those Members whose e-mail address is registered with the Depositories/Company. The Explanatory Statement pursuant to the provisions of Sections 102, 110 and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is appended to this Notice. The Board of Directors has appointed Mr. Sudhindra K S, Practicing Company Secretary (FCS No. 7909, CP No. 8190), Bengaluru as the Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through e-voting. The e-voting period commences from 09:00 AM (IST) on Saturday, September 5, 2026 and ends at 05:00 PM (IST) on Sunday, October 4, 2026. The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice. The result of the Postal Ballot will be announced at or before 05:00 PM (IST) on Tuesday, October 6, 2026. The results of the Postal Ballot will be displayed on the Company's website www.narayanahealth.org and will also be communicated to the Stock Exchanges and uploaded on the website of National Securities Depository Limited (“NSDL”). SPECIAL BUSINESS 1. To approve revision in professional fee payable to Dr. Varun Shetty as a Consultant Surgeon, an office or place of profit under the Companies Act, 2013. The members are requested to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Section 188 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014, Article 57 of the Articles of Association of the Company, approval of the members be and is hereby accorded for the payment of revised professional fee of Rs. 4,80,00,000/- (Rupees Four Crores Eighty Lakhs only) per annum effective from April 1, 2026 to Dr. Varun Shetty, a Consultant Surgeon, who is a relative of Dr. Devi Prasad Shetty, Chairman & Whole-time Director, Mr. Viren Prasad Shetty, Executive Vice Chairman and Dr. Anesh Shetty, Non-Executive Director of the Company. Narayana Hrudayalaya Limited Registered Office: 258/A, Bommasandra Industrial Area, Anekal Taluk, Bengaluru-560099 CIN: L85110KA2000PLC027497 Website: www.narayanahealth.org, E-mail: investorrelations@narayanahealth.org, Tel: +8050009318 RESOLVED FURTHER THAT, the Board of Directors of the Company, be and is hereby authorized to do all such acts, deeds and things, as may be necessary, proper, expedient or incidental for giving effect to this resolution”. By Order of the Board of Directors Sridhar S Group Company Secretary, Legal & Compliance Officer Place: Bengaluru Date: August 28, 2026 Page 2 of 12 Narayana Hrudayalaya Limited Registered Office: 258/A, Bommasandra Industrial Area, Anekal Taluk, Bengaluru-560099 CIN: L85110KA2000PLC027497 Website: www.narayanahealth.org, E-mail: investorrelations@narayanahealth.org, Tel: +8050009318 EXPLANATORY STATEMENT (Pursuant to the provisions of Section 102 of the Companies Act, 2013) The following Statement sets out all material facts relating to the business mentioned under Item No. 1 mentioned in the accompanying Postal Ballot Notice. Item No. 1 To approve revision in professional fee payable to Dr. Varun Shetty as a Consultant Surgeon, an office or place of profit under the Companies Act, 2013. The shareholders of the Company at the Annual General Meeting of the Company held on August 3, 2018 had approved the proposal to engage Dr. Varun Shetty as C [Showing first 8,000 characters — download PDF for full document]