Filing of order of the Hon''ble NCLT, Bengaluru Bench sanctioning the scheme of Arrangement between NH Integrated Care Private Limited (WOS) and Narayana Hrudayalaya Limited

Date of submission: November 04, 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: Disclosure under Regulation 30 and Regulation 51 read with Regulations 37 and 59A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Filing of the Order of the Hon’ble National Company Law Tribunal, Bengaluru Bench sanctioning the Scheme of Arrangement Ref: Scheme of Arrangement between NH Integrated Care Private Limited and Narayana Hrudayalaya Limited and their respective shareholders and creditors – C.P.(CAA) No. 14/BB/2026 Further to our letter dated December 12, 2025, and pursuant to Regulation 30 and Regulation 51 read with Regulations 37 and 59A and Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we wish to inform you that the Hon'ble National Company Law Tribunal, Bengaluru Bench ("NCLT"), vide its order in C.P.(CAA) No. 14/BB/2026 ("Order"), uploaded on the website of the NCLT today, i.e. November 4, 2026, has sanctioned the Scheme of Arrangement ("Scheme") between NH Integrated Care Private Limited ("Demerged Company"), a wholly owned subsidiary of the Company, and Narayana Hrudayalaya Limited ("Company" or "Resulting Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with the Appointed Date of April 1, 2025. A copy of the Order, as uploaded on the website of the NCLT, is enclosed herewith for your information and records. The certified copy of the Order is awaited. The Scheme provides for the demerger of the Clinical Services (as defined in the Scheme) undertaking of the Demerged Company, comprising 9 clinics located in Bengaluru and 1 clinic in Hosur, into the Company on a going-concern basis. As the Demerged Company is a wholly owned subsidiary of the Company, no shares shall be issued by the Company as consideration pursuant to the Scheme and, accordingly, there will be no change in the share capital or shareholding pattern of the Company. The Scheme shall become effective on the last of the dates on which the certified copy of the Order is filed by the Demerged Company and the Company with the Registrar of Companies ("Effective Date" as defined in the Scheme). The Company will inform the Stock Exchanges upon the Scheme becoming effective. This intimation, along with the Order, will also be available on the Company's website at www.narayanahealth.org. This is for your information and records. Thanking you Yours faithfully For Narayana Hrudayalaya Limited Sridhar S. Group Company Secretary, Legal & Compliance Officer Encl: as above IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH [Through Physical hearing/VC Mode (Hybrid)] ITEM No.13 CP(CAA) No. 14/BB/2026 IN THE MATTER OF: NH Integrated Care Pvt Ltd … Petitioner Petition under Sec 230-232 of CA 2013 Order delivered on: 30.10.2026 CORAM: SHRI SUNIL KUMAR AGGARWAL HON’BLE MEMBER (JUDICIAL) SHRI RADHAKRISHNA SREEPADA HON’BLE MEMBER (TECHNICAL) COUNSELS PRESENT: For the Petitioner : Adv. Saji P John For the IT : Adv. Ganesh Ghale ORDER CP(CAA) No. 14/BB/2026 is allowed vide separate order. File be consigned to record room. Sd/- Sd/- RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL MEMBER (TECHNICAL) MEMBER (JUDICIAL) Jones CP (CAA)14/BB/2026 IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU (HYBRID MODE) C.P. (CAA) No.14/BB/2026 Under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 IN THE MATTER OF SCHEME OF: NH INTEGRATED CARE PRIVATE LIMITED, Registered Office: No. 258/A, Bommasandra Industrial Area, Anekal Taluk, Bengaluru- 560 099. Incorporate under the provisions of the Companies Act, 2013. Represented by Dr. Emmanuel Rupert. ….. Demerged Company/ Petitioner Company No.1 NARAYANA HRUDAYALAYA LIMITED, Registered Office: No. 258/A, Bommasandra Industiral Area, Anekal Taluk, Bengaluru- 560 099. Incorporate under the provisions of the Companies Act, 2013. Represented by Dr. Emmanuel Rupert. ….. Resulting Company/ Petitioner Company No. 2 Order delivered on: 30.10.2026 Coram: 1. Shri Sunil Kumar Aggarwal, Hon’ble Member (Judicial) 2. Shri Radhakrishna Sreepada, Hon’ble Member (Technical) Counsels Present: For the Petitioner : Adv. Saji P John For the IT : Adv. Ganesh Ghale For the ROC : Adv. Vinayaka CP (CAA)14/BB/2026 O R D E R Per Bench: 1. This second motion Petition is filed on 16.04.2026 by the Petitioner Companies under the aforementioned provisions for sanctioning of the Scheme of Arrangement, to issue publication of notices in the newspaper in “The Hindu (English Edition) and “Udayavani (Kannada Edition) Vernacular Newspaper as contemplated under Rule 16 of the Companies (compromises, Arrangements and Amalgamations) Rules, 2016 or such other newspaper(s) as may be directed by this Hon’ble Tribunal, to issued notices statutory Authorities and that the Scheme of Arrangement of NH Integrated Cate Private Limited (Demerged Company) and Narayana Hrudayalaya Limited (Resulting Company) and their respective shareholders & creditors (“Scheme”) enclosed as Annexure 11 hereto, may be sanctioned by the Hon’ble Tribunal with effect from the Appointed Date in terms of the scheme, and shall be binding on all the Shareholders and Creditors and other stakeholders of the respective companies under Section 230-232 of the Companies Act, 2013 and such further or other orders as this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the case and this render justice. 2. The first motion order was passed on 13.02.2026 in CA (CAA) No. 50/BB/2025. In terms thereof, the requirement to hold meetings of the Equity Shareholders of Applicant No.1 was dispensed with. The meetings of the Secured Creditor and Unsecured Creditors of Applicant No.2, we well as the Secured Creditors and Unsecured Creditors of Applicant No.1, were duly convened on 02.04.2026. The Chairperson submitted the report on 06.04.2026. As per the report, the concerned stakeholders consented with 100% voting in favour, thereby approving the Scheme with the requisite majority. CP (CAA)14/BB/2026 3. On 17.04.2026 following directions were issued in the case: - “3. Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Companies Arrangements and Amalgamation) Rules, 2016 provides for issuance of Notice on such petitions. 4. In view of the above, issue notice to the authorities specified in Section 230 (5) for submitting their representation if any. 5. Petitioner(s) are directed to take steps for issuance of notice to the Central Government, Ministry of Corporate Affairs through Regional Director on rd.ser@mca.gov.in. 5(c). The RoC on roc.bangalore@mca.gov.in. 5(d). The Official Liquidator on ol.bangalore@mca.gov.in. 5(e). The Income Tax Authorities on Bangalore.pccit@incometax.gov.in. 5(f). The statutory regulators/ sectoral regulators, if applicable, be issued. 6. Notice is also directed to be published in two prominently circulating national daily newspapers namely “The Hindu” in English edition and “Udayavani” in Kannada Edition. In terms of Rule 7 of the Companies (Companies Arrangements and Amalgamation) Rules, 2016. 7. The authorities are enjoined to file their representation, in any within 30 days of receipt of the notices. In the event of no representation being received, it will be presumed that they have no objection to the proposal. 4. The Petitioner Companies have complied with the directions and submitted evidence of service of notices i.e. Affidavit of Service of [Showing first 8,000 characters — download PDF for full document]