~t,r; TM N-1 Narayana Health Date of submission: 6th August 2020 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 - 400 050 Dalal Street, Mumbai - 400 001 Stock Code- NH Scrip Code - 539551 Dear Sir/Madam, Sub: Notice of 20th Annual General .Meeting and Annual Report for the FY 2019-20 Pursuant to Regulation 34 of the SEBI (Listing O_bligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), we enclose herewith Notice of 20th Annual General Meeting of the Members of the Company to be held on Monday, August 31, 2020 at 11:30 a.m. through Video Conferencing/ Other Audio Visual Means (VC/OAVM) and Annual Report of the Company for the FY 2019-20. Further, in compliance with the provisions of Section 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of SEBI {LODR) Regulations, 2015 and Secret_arial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company will be providing to the members, facility to exercis.e their right to vote at 20th Annual General Meeting by electronic means and business may be transacted through remote e-voting services provided by National Securities Depository Limited (NSDL). Thee-voting period will commence on Thursday, 27t h August 2020 at 9:00 a.m. and will end on Sunday, 30th August 2020 at 5:00 p.m. The cut-off date for determining the members who shall be eligible to vote is 24th August 2020. _ The Notice of Annual General Meeting and the Annual Report has also been uploaded on the website of the Company, the link of which is as below: https://www.narayanahealth.org/ Kindly take the above said information on record. Yours faithfully, For NARAYANA HRUDAYALAYA LIMITED w:~) Ysridhar S Group Company Secretary, Legal and Compliance Officer Narayana Hrudayalaya Limited (Previously Narayana Hrudayalaya Pvt. Ltd.) CIN: L85110KA2000PLC027497 Registered Office : 258/A, Bommasandra Industrial Area, Anekal Taluk, Bangalore 560 099 Corporate Office: 261/A, 2nd Floor, Bommasandra Industrial Area, Anekal Taluk, Bangalore 560 099 Tel : +91 80 7122 2222 Fax: +91 80 2783 2648. www.narayanahealth.org Narayana Hrudayalaya Limited Registered Office: 258/A, Bommasandra Industrial Area, Anekal Taluk, Bengaluru-560099 CIN: L85110KA2000PLC027497 Website: www.narayanahealth.org, E-mail: [email protected], Tel: +91 80 7122 2129 Dear Members, Invitation to attend the 20th Annual General Meeting on Monday, 31st August, 2020 You are cordially invited to attend the Twentieth Annual General Meeting of the Company to be held on 31st August, 2020 at 11.30 a.m. IST through video conferencing. The notice convening the Annual General Meeting is annexed herewith. For ease of participation of the Members, we are providing below the key details regarding the meeting for your reference: Sl. Particulars Details No. 1. Link for participation through Video Conferencing (VC) https://www.evoting.nsdl.com 2. Link for remote e-voting https://www.evoting.nsdl.com 3. Username and password for VC Members may attend the AGM through VC by accessing the link https://www.evoting.nsdl.com by using the remote e-voting credentials. Please refer the instructions in the Notes to the Notice of 20th AGM for further information. 4. Helpline number for VC participation and Ms. Sarita Mote, Assistant Manager, NSDL at the designated e-voting email ID:[email protected] or [email protected] or at telephone number: +91 22 24994890 5. Cut-off date for determining eligibility for e-voting and Monday, 24th August, 2020 attending AGM 6. Time period for remote e-voting Commences from 9 a.m. IST on Thursday, 27th August 2020 and ends at 5 p.m. IST on Sunday, 30th August 2020 7. Email for Members to temporarily update e-mail [email protected] address 8. Last date for publishing results of the Wednesday, 2nd September, 2020 e-voting 9. Contact details Mr. Hrishikesh V Murthy Tel: +91 80 71222129 / Mobile No: +91 9742658844 between 10 a.m. and 5 p.m. 10. Date & time by which questions / queries can be sent Shareholders can send queries any day upto 27th August, 2020, to the Company 10 a.m. IST through email to [email protected] 11. Date and time by which shareholders can register for Shareholders can register for speaking at the AGM any day upto speaking at the AGM 27th August, 2020, 10 a.m. IST. Yours sincerely, Dr. Devi Prasad Shetty Chairman Place: Bengaluru Date: 15th June, 2020 1 Narayana Hrudayalaya Limited Registered Office: 258/A, Bommasandra Industrial Area, Anekal Taluk, Bengaluru-560099 CIN: L85110KA2000PLC027497 Website: www.narayanahealth.org, E-mail: [email protected], Tel: +91 80 7122 2129 NOTICE OF 20TH ANNUAL GENERAL MEETING Notice is hereby given that the 20th Annual General Meeting 5. Issue of Debt Securities on Private Placement Basis (AGM) of the Members of Narayana Hrudayalaya Limited will be held on Monday, the 31st August 2020 at 11.30 a.m. through To consider and, if thought fit, to pass the following Video Conferencing / Other Audio Visual Means to transact the resolution as Special Resolution: following business. The venue of the meeting shall be deemed “RESOLVED THAT, pursuant to the provisions of to be the Registered Office of the Company. Sections 42 and 71 and all other applicable provisions ORDINARY BUSINESS of the Companies Act, 2013 read with the Securities 1. To receive, consider and adopt the audited Financial Contracts (Regulation) Act, 1956, the Companies Statements of the Company including the audited (Prospectus and Allotment of Securities) Rules, 2014, the Consolidated Financial Statements for the financial year Securities and Exchange Board of India (Issue and Listing ended 31st March 2020, together with the Reports of the of Debt Securities) Regulations, 2008, the Securities Board of Directors and the Auditors thereon. and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign 2. To confirm the interim dividend of INR 1.00 per Equity Exchange Management Act, 1999 and any other applicable Share paid during the financial year ended on 31st March Rules, Regulations, Notifications, Circulars (including 2020 as the final dividend for the financial year ended 31st March, 2020. any statutory modification(s) or re-enactment thereof, for the time being in force), prescribed by the Government 3. To appoint a Director in place of Dr. Kiran Mazumdar of India, Reserve Bank of India, or any other regulatory Shaw (DIN: 00347229), who retires by rotation and being authority, whether in India or abroad, and in accordance eligible, offers herself for re-appointment. with the Memorandum and the Articles of Association of the Company, the consent of the Members be and is SPECIAL BUSINESS hereby accorded to the Board of Directors of the Company 4. Ratification of remuneration payable to the Cost (hereinafter referred to as “the Board” which term shall be Auditors for the Financial Year 2020-21 deemed to include any Committee of Directors which the To consider and, if thought fit, to pass the following Board may have constituted / will constitute to exercise resolution as an Ordinary Resolution: any or all of its powers including the powers conferred by this resolution) to offer, invite subscription for or issue debt “RESOLVED THAT, pursuant to the provisions of securities, secured or unsecured, including redeemable Section 148 and all the other applicable provisions, if Non-Convertible Debentures (“Debt Securities”) not any, of the Companies Act, 2013 read with Companies exceeding INR 200 Crores during the period of one year (Audit and Auditors) Rules, 2014 (including any statutory from the date of this Annual General Meeting in one or modification(s) or re-enactments thereof for the time being more series/ tranches, denominated in Indian Rupees in force), the Members of the Company hereby approve or in any foreign currency on a private placement basis, and ratify the remuneration of INR 3,00,000 (Rupees on such terms and conditions as the Board may, from Three Lakhs) per annum plus applicable taxes and out time to time, determine and consider proper and most of pocket expenses payable to M/s. PSV & Associates, Cost Accountants, Bengaluru (Firm Registration Number: beneficial to the Company including as to when the said 000304) who are appointed by the Board of Directors of debt securities be issued, the consideration for the issue, the Company as Cost Auditors to conduct the audit of utilization of the issue proceeds and all matters connected cost records for the Financial Year 2020-21. with or incidental thereto. RESOLVED FURTHER THAT, the Board of Directors PROVIDED THAT, the total amount that may be so of the Company, be and are hereby authorized to do all raised in the aggregate, by such offer or invitation for such acts, deeds and things as may be necessary, proper, subscriptions of the said Debt Securities, and outstanding expedient or incidental for giving effect to this resolution.” at any point of time along with the other borrowings of 2 Narayana Hrudayalaya Limited the Company, shall be within the overall borrowing limit as By Order of the Board of Directors approved by the Shareholders under Section 180(1)(c) of For Narayana Hrudayalaya Limited the Companies Act, 2013, that is INR 1500 crores (Rupees One Thousand Five Hundred Crores only). Sridhar S Group Company Secretary, Legal & Compliance Officer RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds and things Place: Bengaluru as may be necessary, proper, expedient or incidental for Date: 15th June, 2020 giving effect to this resolution.” Notes: b.