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DIRECTORS' REPORT

Fortis Healthcare Ltd.

GO
Market Cap. ( ₹ in Cr. ) 71343.54 P/BV 7.21 Book Value ( ₹ ) 131.07
52 Week High/Low ( ₹ ) 1104/767 FV/ML 10/1 P/E(X) 68.48
Book Closure 24/07/2026 EPS ( ₹ ) 13.80 Div Yield (%) 0.11
Year End :2026-03 

Your Directors have pleasure in presenting herewith the 30th Annual Report of your Company along with the Audited Standalone and Consolidated Financial Statements and the Auditors' Report thereon for the Year ended March 31, 2026.

FINANCIAL RESULTS

The highlights of Consolidated Financial Results of your Company and its Subsidiaries are as follows:

C in Lakhs

Particulars

Consolidated

Year ended

Year ended

March 31, 2026

March 31, 2025

1. Revenue from operations

912,784

778,275

2. Other income

5,066

6,694

3. Total income (1 2)

917,850

784,969

4. Expenses

(a) Purchases of medical consumable and drugs

210,865

183,807

(b) Changes in inventories of medical consumable and drugs

(1,998)

(788)

(c) Employee benefits expense

129,663

116,724

(d) Finance costs

31,447

18,441

(e) Professional charges to doctors

194,984

163,062

(f) Depreciation and amortisation expense

44,943

38,561

(g) Other expenses

170,772

156,676

Total expenses

780,676

676,483

5. Net profit/(loss) from continuing operations before share in profit/(loss) of associates and joint ventures, exceptional items and tax (3-4)

137,174

108,486

6. Add: Share in profit of associate companies and joint ventures

1,635

1,152

7. Net profit/(loss) before exceptional items and tax (5 6)

138,809

109,638

8. Exceptional gain/(loss)

(2,224)

(8,934)

9. Profit/(loss) before tax from continuing operations (7 8)

136,585

100,704

10. Tax expense/(credit)

30,166

19,766

11. Net profit/(loss) for the period from continuing operations (9-10)

106,419

80,938

12. Profit/(loss) before tax from discontinued operations -

-

13. Tax expense of discontinued operations

-

14. Net profit/(loss) for the period from discontinued operations (12-13)

-

15. Net profit/(loss) for the period (11 14)

106,419

80,938

16. Profit/(loss) from continuing operations attributable to:

Owners of the Company

104,178

77,422

Non-Controlling Interest

2,241

3,516

17. Profit/(loss) from discontinuing operations attributable to:

Owners of the Company

-

-

Non-Controlling Interest

-

-

18. Other Comprehensive Income (including OCI relating to associates and joint venture) (after tax)

1,263

(352)

19. Other comprehensive Income/(Loss) attributable to:

Owners of the Company

1,274

(321)

Non-Controlling interest

(11)

(31)

20. Total comprehensive Income/( Loss) (15 18)

107,682

80,587

21. Total comprehensive Income/(Loss) attributable to:

Owners of the Company

105,452

77,100

Non-Controlling interest

2,230

3,487

The highlights of financial results of your Company as a Standalone basis are as follows:

C in Lakhs

Particulars

Standalone

Year ended March 31, 2026

Year ended March 31, 2025

Continuing Operations

1. Operating Income

179,250

144,589

2. Other Income

16,518

19,855

3. Total Income (1 2)

195,768

164,444

4. Total Expenditure

139,543

119,038

(Excluding finance cost, depreciation & tax expenses)

5. Operating Profit (EBITDA) (3-4)

56,225

45,406

6. Finance Charges, Depreciation & Amortisation

32,387

22,450

7. Profit before exceptional items and tax (5-6)

23,838

22,956

8. Exceptional items

3,112

(11,514)

9. Profit before tax (7 8)

26,950

11,442

10. Tax Expenses

3,915

5,063

11. Net Profit for the year (9-10)

23,035

6,379

12. Share in profits of associate companies

-

-

13. Profit for the year from continuing operations (11 12)

23,035

6,379

14. Discontinuing Operations

Profit/(Loss) before tax from discontinuing operations

-

-

Tax expense of discontinuing operations

-

-

Profit/(Loss) after tax and before minority interest from discontinuing

-

-

operations

Share in profits/(losses) of associate companies

-

-

Profit for the year from discontinuing operations

-

-

15. Profit for the year (13 14)

23,035

6,379

Other comprehensive income

(11)

(145)

Total comprehensive income (15 16)

23,024

6,234

STATE OF COMPANY'S AFFAIR, OPERATING RESULTS AND PROFITS

For the financial year 2025-26, the Company reported a consolidated revenue from operations of C 9,128 Crores compared to C 7,783 Crores reported for FY 2024-25. Revenue from Hospital business stood at C 7,773 Crores in FY 2025-26 compared to C 6,528 Crores reported during the corresponding previous year. Hospital business revenues contributed ~85 % to the total consolidated revenue in FY 2025-26. Agilus Diagnostics Limited ("Agilus"), the diagnostic business of the Company, reported gross revenues of C 1,527 Crores in FY 2025-26 compared to C 1,407 Crores in the previous financial year. Considering elimination of inter-company revenue (within the group), net revenue of Agilus was at C1,355 Crores in FY 2025-26 compared to C 1,255 Crores in FY 2024-25.

The growth in the hospital business was driven by a 15.2% increase in occupied beds, which rose to 3,270 in FY 202526 compared to 2,838 in FY 2024-25. Occupancy for FY 2025-26 stood at 68% compared to 69% in FY 2024-25.

ARPOB increased by 3.4% to C 2.51 Crores in FY 2025-26 from C 2.42 Crores in FY 2024-25.

The Company's focus specialties comprising oncology, gastroenterology, neurosciences, renal sciences, orthopaedics and cardiac sciences grew 19% YoY and contributed 62% to the total hospital revenues, similar to FY 2024-25. Revenue from International business recorded growth of 19 % in FY 2025-26 to reach INR 639 Crores compared to INR 539 Crores in FY 2024-25.

The consolidated EBITDA of the Company stood at C 2,136 Crores in FY 2025-26 compared to C 1,655 Crores for the previous corresponding year. The EBITDA margin of the Company stood at 23.4% in FY 2025-26 versus 21.3% in FY 2024-25. Hospital business EBITDA for FY 2025-26 was at C 1,742 Crores compared to C 1,381 Crores reported for FY 2024-25. The EBITDA margin of the hospital business stood at 22.4% versus 21.1% in FY 2024-25.

The diagnostic business of the Company reported EBITDA of C 393 Crores in FY 2025-26 compared to C 274 Crores reported in the previous corresponding year. The EBITDA

margin of the diagnostic business stood at 25.8% in FY 2025-26 versus 19.5% (basis gross revenue) for the year FY 2024-25.

Profit after tax for FY 2025-26 stood at INR 1,064 Crores compared to the PAT of INR 809 Crores in FY 2024-25. PAT for FY 2025-26 includes a net exceptional loss of INR 22.2 Crores. This was primarily due to one-time impact of new Labour Codes amounting to INR 55.2 Crores, offset by a reversal of impairment of investment in an associate company, i.e., Lanka Hospitals amounting to INR 33.0 Crores. In comparison, PAT for FY 2024-25 includes a net exceptional loss of INR 89.3 Crores. This was primarily pertaining to impairment of investments in Lanka Hospitals and impairment of assets at the Ludhiana hospital totaling INR 113.7 Crores, offset by gain of INR 23.5 Crores related to the divestment of the Richmond Road, Bangalore facility in December 2024.

The Company net debt stood at INR 2,334 Crores as on March 31, 2026 compared to INR 1,694 Crores as on March 31, 2025 (net debt to equity of 0.23x versus 0.18x in 2024-25). Net debt to EBITDA stood at 1.09x as on March 31,2026 as compared to the 0.93x as on March 31, 2025 (basis Q4 annualized EBITDA). The increase in debt compared to 31st March 2025 was primarily due to the acquisition of the People Tree Hospital in Yeshwanthpur, Bengaluru and Shrimann Hospital in Jalandhar, Punjab, amongst other investments.

Fortis continues to drive its core value of patient centricity in all aspects of healthcare service delivery. The Company's facilities offer high-quality secondary, tertiary, and quaternary care across key specialties, including Cardiac Sciences, Orthopedics, Neurosciences, Oncology, Renal Sciences, Gastroenterology, and Mother and Child care. These services are supported by state-of-the-art infrastructure, advanced medical technologies, and a strong team of highly skilled clinical and paramedical professionals.

The Company has progressed well on its strategic priorities. During the Financial Year 2025-26, the Company accelerated its technology-led transformation by investing in next-generation medical platforms that enhance diagnostic precision, strengthen surgical capabilities, and elevate overall patient care. The Company augmented its medical infrastructure by commissioning several high-end medical equipment systems, including soft-tissue surgical robots, MRI machines, Cath labs, and a PET-CT, among others. Together, these advancements underscore the Company's commitment to integrating cutting-edge solutions across specialties and shaping a smarter, safer and more clinical care ecosystem.

The Company further strengthened its clinical capabilities by onboarding several eminent clinicians across key specialties, including Cardiac Sciences, Oncology, Neurosciences, Renal Sciences, Gastroenterology, and Orthopedics.

During the Financial Year 2025-26, the Company made significant progress in its growth and expansion initiatives, adding ~800 beds to its network. In January 2026, the Company, through its wholly owned subsidiary, consummated the acquisition of the 125-bedded People Tree Hospital in Yeshwanthpur, Bengaluru, along with an adjacent land parcel, enabling future expansion to over 300 beds, for a consideration of C 430 Crores. In September 2025, the Company entered into a 15-year lease agreement with RR Lifesciences for a ~200-bedded multi-specialty hospital in Greater Noida, with potential to expand to ~250 beds. The facility was previously managed by Fortis under an Operations & Management (O&M) arrangement. In July 2025, through its wholly owned subsidiary, the Company consummated the acquisition of the 228-bedded Shrimann Superspecialty Hospital in Jalandhar, along with an adjacent land parcel, for C 462 Crores.

Further, in November 2025, the Company launched 'Adayu', a 36-bedded specialized mentalhealthcare facility in Gurugram, reflecting its focus on emerging care segments. During the year, the Company expanded brownfield capacity across its existing network by adding ~250 beds primarily in Manesar, Noida, and Faridabad. The Company plans to ramp up bed capacity further through brownfield expansion by adding around 1,800 beds by Financial Year 2029-30.

In addition, in July 2025, the Company entered into an Operation and Maintenance Services agreement with Gleneagles Healthcare India Private Limited to manage ~700 beds across five hospitals and a clinic within the Gleneagles India network. The arrangement expanded Fortis' footprint in key metro cities. In August 2025, the Company also entered into a collaboration agreement for the operations and management of a 550-bedded greenfield super-specialty hospital to be developed in Lucknow by the Ekana Group.

Northern TK Venture Pte Limited, an indirect wholly owned subsidiary of IHH Berhad, concluded the open offer to shareholders of the Company on 10 November 2025.

As of March 31, 2026, the Company had a network of 36 healthcare facilities in India with ~6,100 operational beds including beds under the O&M model and over 400 diagnostic laboratories.

There has been no change in the nature of business of

the Company during the year under review. The Company continues its endeavor to provide quality healthcare services with an emphasis on high degree of clinical outcomes and an unparalleled patient experience.

SIGNIFICANT MATTERS DURING THE YEAR UNDER REVIEW

The Company strategically reviewed and prioritised key areas to drive revenues and operational performance. These include aspects related to evaluating the current portfolio of the Company's facilities and planned bed expansion, initiating cost optimisation measures across the network, investing in technology and medical equipment and further strengthening its clinical excellence program. Details about which are mentioned in the Business Strategy section of the Management Discussion and Analysis Report ('MDA').

Further, the Board has from time to time during the year under review updated its stakeholders regarding the key developments that took place by disseminating necessary information to the stock exchanges and through various means of communications to the investors. Some of these key matters pertaining to previous years are mentioned below:

Post a successful bid, your Company had entered into share subscription Agreement dated July 13, 2018, for issuance of 235,294,117 Shares at a price of C 170 per share for an aggregate consideration upto C 4,000 Crores (Rupees Four Thousand Crores only) to Northern TK Venture Pte Limited ("NTK"), an indirect wholly owned subsidiary of IHH Berhad ('IHH'). Consequently, after obtaining regulatory and statutory approvals such as from Securities and Exchange Board of India, Competition Commission of India and in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, IHH made Mandatory Open Offer for acquisition of upto 197,025,660 Equity Shares representing additional 26% of the expanded voting share capital of your Company ("Fortis Open Offer") and another Mandatory Open Offer for acquisition of up to 4,894,308 fully paid up equity shares of face value of C 10 each, representing 26% of the fully diluted voting equity share capital of Fortis Malar Hospitals Limited ("Fortis Malar Open Offer").

After the Preferential Allotment on November 13, 2018, public announcement was made on December 07, 2018 regarding Fortis Open Offer and Fortis Malar Open Offer, thereafter the Hon'ble Supreme Court of India had on December 14, 2018 passed an order ("Status Quo Order") directing "status quo with regard to sale of the controlling

stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained". In light of the Status Quo Order, Fortis Open Offer and Fortis Malar Open Offer were put on hold until further order(s)/clarification(s)/ direction(s) issued by the Hon'ble Supreme Court of India. Vide its order dated November 15, 2019, the Hon'ble Supreme Court had issued suo-moto contempt notice to, among others, your Company, and directed its Registry to register a fresh contempt petition in regard to alleged violation of the Status Quo Order ("Contempt Petition").

Petitions before the Hon'ble Supreme Court including the suo moto contempt have been disposed of vide judgement dated September 22, 2022 ("Judgement"). No finding of contempt has been made against either your Company, or its independent directors. Based on legal advice, the Company is of the clear view that the Status Quo Order dated 14th December 2018 no longer exists. Therefore, your Company is continuing to pursue actions which are in the best interest of its shareholders and itself. Our promoter is simultaneously seeking legal counsel for pursuing and securing the Open Offer.

In the Judgement, it has been stated by the Hon'ble Supreme Court that RHT Transaction appeared prima facie to be an acquisition of proprietary interest to subserve the business structure of the Company. It also passed certain directions inter alia, that the High Court of Delhi may consider issuing appropriate process and appointing forensic auditor(s) to analyze the transactions entered into between FHL and RHT and other related transactions. Your Company plans to strenuously object to any contemplation of a forensic given that in the Judgment, no wrongdoing by the Company had even been alluded to. The Company's stated position is that these transactions were done in compliance with applicable laws, post requisite corporate and regulatory approvals and necessary disclosures/ announcements. Currently, Your Company, is vehemently opposing the application filed by Daiichi before the High court for appointment of forensic auditor. Matter is sub-judice.

OTHER RELEVANT MATTERS

Based on complaint filed by your Company with the Economic Offences Wing ("EOW") in November 2020 against the erstwhile promoters/erstwhile promoters group company in respect of certain transactions, First Information Report (FIR) was registered on July 03, 2021, against them. EOW is investigating the matter. The said Complaint is also being investigated by the Enforcement Directorate and the Company is co-operating and providing requisitioned documents/ information to it.

Further, pursuant to the order dated February 17, 2018 of MCA, SFIO has been investigating into the affairs of your Company/its subsidiaries. The Company is co-operating in the said investigation.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors has recommended a final dividend of C 1 (One) per equity share at the rate of 10% of the face value of the shares of the Company for the year ended March 31, 2026, be paid subject to the approval of the shareholders, to those shareholders whose names appear in the register of members as on the record date in proportion to the paid up value of the equity shares. The record date for the purpose of dividend will be July 24, 2026.

Dividend Distribution policy of the Company is available on the website of the Company at https://www.fortishealthcare. com/investors/policies-&-code/483

During the financial year ended March 31,2026, no amount transferred to general reserves.

Further, the Statement of Changes in Equity is forming part of the Standalone and Consolidated financial statements.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of your Company which have occurred till the date of this report, except as disclosed in this Annual Report.

The following changes took place during the year under review:

1. Your Company through its wholly owned subsidiary company i.e. International Hospital Limited ("IHL") had executed sub-lease agreement with R.R. Lifesciences Pvt Ltd for sub-leasing the hospital land, building and equipment by R.R. Lifesciences Pvt Ltd to IHL, situated at Gautam Buddha Nagar, Greater Noida.

2. Pursuant to the letter dated October 01, 2025 issued by the Securities and Exchange Board of India (SEBI), approving the request of IHH Healthcare Berhad to proceed with the open offer of the Company, Northern TK Venture Pte. Ltd. ("Acquirer"), together with IHH Healthcare Berhad ("PAC 1") and Parkway Pantai Limited ("PAC 2") (collectively referred to as the "PACs"), made an open offer for acquisition of up to 197,025,660 equity shares of the Company.

3. Your Company through its wholly owned subsidiary company i.e. International Hospital Limited ("IHL") has signed definitive agreements for the acquisition of TMI Healthcare Private Limited (primarily comprises

hospital operations) through a share purchase agreement and acquisition of the underlying hospital land and building and the adjacent thereto. Further the said transaction was consummated on January 09, 2026.

4. Your Company on July 23, 2025 had entered into Operation and Maintenance services agreement with Gleneagles Healthcare Private Limited ("GHIPL") for the provision of operation and maintenance services at 5 (five) hospitals and 1(one) clinic of GHIPL in India (collectively, the 'Hospitals'). GHIPL is a subsidiary (direct or indirect) of the parent entity of your Company's promoter, Northern TK Venture Pte Limited, namely IHH Healthcare Berhad, a Mauritius based enterprise.

5. The composite scheme of arrangement involving International Hospital Limited ("IHL"), Fortis Hospitals Limited ("FHsL") and Fortis Hospotel Limited ("FHTL") [each being direct or indirect wholly- owned subsidiary of the Company] and their respective shareholders and creditors had come into effect from September 01, 2025.

6. The composite scheme of merger by absorption between Fortis Emergency Services Limited ("FESL"), Fortis Management East Limited ("FHMEL"), Fortis Cancer Care Limited ("FCCL"), Birdie & Birdie Realtors Private Limited ("B&B") with Fortis Hospitals Limited ("FHSL") [Collectively referred to as "wholly-owned subsidiaries"] and their respective shareholders and creditors ("Scheme of Arrangement") had come into effect from March 01, 2026.

7. Your Company through its material subsidiary i.e Fortis Hospotel Limited ("FHTL") has signed definitive agreements for the acquisition of entire business operations of Shrimann Superspecialty Hospital ("Shrimann Hospital") in Jalandhar, Punjab along with the underlying hospital land and the adjacent land thereto, as a part of Company's inorganic strategy. Further the said transaction was consummated on July 24, 2025.

8. The Company had issued listed 1,55,000 (One Lakh Fifty Five Thousand) secured, senior, rated, listed, rupee denominated, redeemable, non-convertible debentures (hereinafter referred to as "Debentures") of face value of C 1,00,000 (Rupees One Lakh only) each, aggregating to C 15,50,00,00,000 (Rupees One Thousand Five Hundred and Fifty Crores only). During the year the Company has modified the terms of said Debentures from secured to unsecured. In this regards Company has also received the in-principle approval

of BSE Limited regarding modification of the terms of said Debentures.

9. During the year shareholders of the Company has approved the "Fortis Healthcare Limited Employee Stock Option Scheme 2026" by resolution passed through postal ballot on March 18, 2026. Further the in-principle-approval on said scheme has also granted by BSE Ltd & National Stock Exchange Limited.

10. During the year, Company had entered into a collaboration agreement of a 550 bedded greenfield super specialty hospital to be developed in Lucknow by the Ekana Group.

11. The Hon'ble High Court of Delhi vide its order dated March 25, 2025 confirmed the sale of brand 'Fortis' in favor of your Company. As per bid condition, your Company has deposited C 200 Crore with the Registrar General - High Court of Delhi. Applicable GST, if any, will be over & above the bid amount and will be paid at a later stage. Learned Joint Registrar- High Court of Delhi vide its order dated April 21, 2025 has issued "Certificate of Sale" in favour of your Company. Actions have been initiated for registration of Fortis and allied trademarks in favor of the Company.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Statutory Auditors in their report to the Board of Directors on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("The Act") have given the opinion that the Company and such companies incorporated in India which are its subsidiary companies have, in all materialrespects, adequate internalfinancialcontrols with reference to consolidated financial statements and the financial statements of the Company and such internal financial controls were operating effectively as at March 31, 2026, based on the internal financial controls with reference to consolidated financial statements and the financial statements of the Company, criteria established considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. The Auditor's opinion on adequacy and operating effectiveness of internal control is self-explanatory.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year, the Company acquired has acquired TMI

Healthcare Private Limited through International Hospitals Limited, a material Subsidiary of the Company.

Further during the year, Fortis Emergency Services Limited, Fortis Health Management East Limited, Fortis Cancer Care Limited and Birdie & Birdie Realtors Private Limited were merged with Fortis Hospitals Limited with effect from March 01, 2026 pursuant to a Composite Scheme of Merger by Absorption approved by the Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench and Delhi Bench.

Further note that your Board of Directors have adopted a policy for determining "material subsidiary" pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015/SEBI Listing Regulations"). The said policy is available at https:// www.fortishealthcare.com/investors/policies-&-code/483

In terms of the said policy, as on April 01, 2026, Fortis Hospitals Limited (FHsL), InternationalHospitalLimited (IHL), Fortis Hospotel Limited (FHTL) and Agilus Diagnostics Limited (ADL) are considered as Material Subsidiary(ies). Necessary compliances w.r.t. material subsidiaries have been duly carried out in accordance with Regulation 24(1) of the SEBI Listing Regulations. The copies of the Secretarial Audit Reports of the material subsidiaries issued by the Company Secretary in Practice forms part of this report.

Further, no subsidiary/Joint venture/ Associate Companies has been added or ceased during the period under review except as stated above.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The consolidated financial statements of your Company and its subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of the Section 136 of the Companies Act, 2013, financial statements of the subsidiary companies are not required to be sent to the members of the Company. Your Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and said annual accounts will be available for inspection and are also available on the website of the Company. Performance and financial position of each of Subsidiaries, Associates and Joint Ventures included in the Consolidated Financial Statements of your Company is enclosed herewith as "Annexure - I" in the prescribed Form AOC-1.

The contribution of the subsidiary/associates/joint venture companies to the overall performance of your Company is

outlined in Consolidated Financial Statements for the year ended March 31,2026.

LOANS/ADVANCES/INVESTMENTS/GUARANTEES

Particulars of Loans/ Advances/ Investments/ guarantees given and outstanding as on March 31,2026 forms part of the Notes to the Financial Statements.

PUBLIC DEPOSITS

During the financial year under review, your Company had not invited or accepted any deposits from the public, pursuant to the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and therefore, no amount of principal or interest was outstanding in respect of deposits from the Public as of the date of Balance Sheet.

UTILISATION OF FUNDS

The details of utilization of funds earlier raised through preferential allotment are mentioned in Notes to Financial Statements. Further, during the year under review, no preferential allotment was made by the Company.

AUDITORS

M/s B S R & Co. LLP, (Registration No. 101248W/W-100022), Chartered Accountants, were re-appointed as Statutory Auditors of your Company, by the shareholders in the 28th Annual General Meeting held on August 2, 2024 for a second term of four years i.e. up to the conclusion of the Annual General Meeting to be held in the year 2028.

The Notes on financialstatements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. However, the Statutory Auditors have, in their report to the Board of Directors on the consolidated financial statements of the Company made the following comments which are selfexplanatory and are categorized as "Emphasis of Matter", hence, no comments in this regard have been offered by your Board of Directors:

a) We draw attention to note 27 and 28 of the consolidated financial statements which deal with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on Fortis Healthcare Limited and its subsidiaries regarding alleged improper transactions and non-compliances with laws and regulations including Companies Act, 2013 (including matters relating to remuneration paid to managerial personnel). These transactions and noncompliances relate to or originated prior to take over of control by reconstituted board of directors in the

year ended 31 March 2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Group had recorded significant adjustments/ provisions in its books of account during the year ended 31 March 2018. The Holding Company has launched legal proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the Group. Further, based on management's detailed analysis and consultation with external legal counsel, a further provision has been made and recognised in the year ended 31 March 2021 for any contingency that may arise from the aforesaid issues. As per the management, any further financial impact, to the extent it can be reliably estimated as at present, is not expected to be material.

b) We draw attention to the note 30(A) of the consolidated financial statements relating to the order dated 22 September 2022 of the Hon'ble Supreme Court whereby it has directed the Hon'ble High Court of Delhi inter alia that it may also consider issuing appropriate process and appointing forensic auditor(s) to analyse the transactions entered into between the Holding Company and RHT Health Trust and other related transactions. The above mentioned Note also states that the Hon'ble Supreme Court has observed that prima facie, it appears to be acquisition of proprietary interest of RHT Health Trust by the Holding Company are to subserve the business structure of the Holding Company.

Further, as per the requirement of Companies Auditor Report Order (CARO), Rules, 2016, there was no fraud other than as disclosed pertaining to earlier years reported by the above stated auditors during the year under review.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by your Company in respect of its hospital activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee and the Board of Directors, appointed M/s. Jitender, Navneet & Co., (Firm Registration No.: 000119), Cost Auditors to audit the cost records of your Company for the FY 2025-26 at a remuneration of Upto C 2,95,000/-(Rupees Two Lakhs Ninety Five Thousand only) plus

applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the cost audit. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking member's ratification for the remuneration payable to M/s Jitender, Navneet & Co., Cost Auditors is included in the Notice convening the ensuing Annual General Meeting. Further, in terms of the Companies (Accounts) Rules, 2014, it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is applicable on your Company and accordingly such accounts and records are properly made and maintained.

The Report of the Cost Auditors for the FY 2024-25 does not contain any qualifications, reservations or adverse remarks and the comments given by the Cost Auditors are self- explanatory and hence, do not call for any further explanations or comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders of the Company in 29th Annual General Meeting held in the year 2025 had approved the appointment of M/s. Neelam Gupta & Associates, Company Secretaries (Firm Registration No. S2006DE086800) for a term of 5 (five) consecutive years commencing from Financial Year April 1,2025 to March 31,2030, to undertake secretarial audit of the Company.

Further, pursuant to the provisions of Regulation 24A, the secretarial audit report of the Company and its material subsidiaries are attached as "Annexure- II" and "Annexure- II(A)" respectively. Further, the Report of the Secretarial Auditor for the FY 2025-26 does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances.

INTERNAL AUDITORS

The Company has a well-established, independent and in-house InternalAudit function that is responsible for providing assurance on compliance with operating systems, internal policies and legal requirements, as well as suggesting improvements to systems and processes.

The Internal Audit function monitors and evaluates the

efficiency and adequacy of internal control systems in the Company.

The Chief Internal Audit & Risk Officer of the Company reports functionally to the Audit Committee. Key internal audit findings are presented to the Audit Committee.

For FY26, Internal Audit(s) were performed in accordance with the InternalAudit plan approved by the Audit Committee.

In addition to the Internal Audit team conducting audit(s) covering key business processes as per approved plan, Deloitte Touche Tohmatsu India LLP, Ernst & Young LLP and BDO India Services Private Limited were engaged as an external service provider to perform Internal Audit for specific processes.

COMPLIANCE OF SECRETARIAL STANDARD

During the period under review, your Company has complied with the mandatory applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During FY 2017-18 the Company, the Securities and Exchange Board of India (SEBI), initiated investigation w.r.t. siphoning of approx. C 5 Billion by its ex-promoters. Post investigation, SEBI had issued two Show Cause Notices i.e., dated November 12, 2020 (SCN 1) and April 9, 2021 (SCN 2), respectively.

A Show-Cause Notice (SCN- 1) was issued by SEBI to various entities including the Company and FHsL on November 20, 2020. In the SCN- 1, it was inter-alia alleged that the consolidated financials of the Company at the relevant period were untrue and misleading for the shareholders of the Company and the Company had circumvented certain provisions of the SEBI Act, Securities Contracts (Regulation) Act, 1956, and certain SEBI regulations. In response, a joint representation/reply was filed by the Company and FHsL on December 28, 2020 praying for quashing of the SCN- 1 by inter alia reiterating that the Company and FHsL, were in fact victims of the schemes of the Erstwhile Promoters (Malvinder Mohan Singh and Shivinder Mohan Singh) and justice, equity and fairness demands that the victim ought not be punished for the offences of the wrongdoers. All acts impugned in the SCN- 1 relate to the period when the Erstwhile Promoters controlled the affairs of Company and FHsL and the erstwhile Promoters are no longer involved in the affairs of the Company and FHsL. The Erstwhile Promoters were responsible for financial misrepresentation and not the Company and FHsL. Post resignation of the

Erstwhile Promoters in February 2018, the Board of Directors of the Company, solely comprising Independent Directors looked after its welfare. The new promoter of the Company (i.e. NTK Venture Pte. Ltd.) assumed control of the Company pursuant to a preferential allotment, which was approved by both Competition Commission of India and SEBI, which approved the open offer that had got triggered pursuant to such preferential allotment. Any adverse orders against the Company and FHsL would harm their existing shareholders, employees and creditors. The Company and FHsL have taken substantial legal actions against the Erstwhile Promoters and significant steps to recover the diverted amounts. SEBI passed an order dated 19.04.2022 w.r.t SCN -1 directing the Company & FHsL to pursue the measures taken to recover the amount of C 397.12 Crores (approx.) along with the interest from Erstwhile Promoters; & Audit Committee to regularly monitor the progress of such measures and report the same to board of directors at regular intervals. SEBI had imposed a penalty of C 50 lakh and C 1 Crore on FHsL and the Company respectively.

On April 09, 2021, SEBI issued another Show cause notice (SCN - 2) to various noticees including Escorts Heart Institute and Research Centre Limited ("EHIRCL"). In the said show cause notice, with respect to EHIRCL, it was alleged that C 567 crore was lent by the Company to EHIRCL in 2011, which was subsequently transferred by EHIRCL to Lowe Infra and Wellness Private Limited ("Lowe") in multiple transactions for the purchase of a land parcel. This land parcel, which was allegedly indirectly to be acquired by the Company through its subsidiary EHIRCL and another entity Lowe, was then transferred to RHC Holdings Private Limited ("RHC Holdings"). It was stated in the said Show cause notice that a structured rotation of funds was carried out to portray that the loan extended by the Company for the purchase of land had been paid back with interest in the year 2011. It is alleged that the Company was actually paid back by RHC Holding over a period of four years ending on July 31,2015. In this respect, the Company and FHsL funds were allegedly routed through various layers in order to camouflage the transactions, and to circumvent legal provisions with respect to related party transactions.

In the Show cause Notice dated April 09, 2021 EHIRCL had been clubbed along with the other noticees, and had been painted with the same brush as the other noticees in alleging that certain noticees, including EHIRCL, were part of a fraudulent and deceptive device wherein they acted in fraudulent manner which led to the misuse and/or diversion of funds from a listed company i.e. FHL, amounting to approximately C 397.12 crore for the ultimate benefit of RHC Holdings and the erstwhile promoters. Thereby, it is alleged that EHIRCL has aided and abetted the routing of

funds from the Company, ultimately to RHC Holdings, for the benefit of the promoter entities.

Further, after adjudicating the Show Cause Notice dated April 09, 2021, SEBI passed an order dated 18.5.2022 wherein it held that EHIRCL is responsible for fraudulent scheme perpetrated at the behest of the then management of FHL/FHsL for the benefit of their then promoters and therefore has violated the relevant provisions of SEBI (PFUTP) Regulations. SEBI acknowledged the fact that EHIRCL working under a completely new management presently and the said revamped management has already taken steps against the erstwhile promoters for the fraud perpetrated under their watch, shall serve as a mitigating factor while computing the penalty under section 15HA of the SEBI Act. Having said this, SEBI vide order dated 18.5.2022 imposed a penalty of C 1 crore on EHIRCL for violation of certain provisions of SEBI laws. The reasoning that was adopted for imposition of penalty on EHIRCL appears to be exactly on the same lines as the reasoning in the case of FHL and FHsL.

SEBI vide order dated May 18, 2022, passed in the Show Cause Notice dated April 09, 2021, imposed a penalty of C 1 (one) Crore on EHIRCL after finding that there has been violation of certain provisions of SEBI laws. While imposing the said penalty, SEBI acknowledged that EHIRCL working under a completely new management presently and the said revamped management have already initiated civil and criminal actions against the erstwhile promoters for the fraud perpetrated under their watch.

Both the orders dated 19.4.2022 and 18.5.2022 passed by SEBI have been appealed against by the Company, FHsL and EHIRCL before Securities Appellate Tribunal, Mumbai ("SAT"). On deposit of 50% of the penalty amount, in respect of FHSL & FHL, recovery of totalpenalty amount has been stayed and in respect of EHIRCL, operation of SEBI Order 18.5.2022 has been stayed. Appeals are pending adjudication.

During the Financial Year, Hon'ble High Court of Delhi on October 29, 2024 directed the Learned Joint Registrar -High Court of Delhi to conduct auction of 'Fortis' brand and allied trademarks. In the auction conducted on December 21, 2024 by the Court appointed auctioneer, only your Company participated and was declared as the successful bidder. Bid price was C 200 Crores. Owner of brand 'Fortis' had objected to the valuation of brand and the auction process. However, the Hon'ble Court vide its order dated March 25, 2025 confirmed the sale of brand 'Fortis' in favor of your Company. As per bid condition, your Company has deposited C 200 Crore with the Registrar General - High Court of Delhi. Applicable GST, if any, will be over & above

the bid amount and will be paid at a later stage. Learned Joint Registrar- High Court of Delhi vide its order dated April 21, 2025 has issued "Certificate of Sale" in favour of your Company. Actions have been initiated for registration of Fortis and allied trademarks in favor of the Company.

CAPITAL STRUCTURE & STOCK OPTIONS

During the year under review there was no change in the Capital Structure of the Company.

Further, the shareholders of the Company through resolution passed by postal ballot on March 18, 2026 has approved the "Fortis Healthcare Limited Stock Option Scheme 2026" to create offer and grant from time to time, in one or more tranches, not exceeding 1,50,99,163 (One Crore Fifty Lakhs Ninety-Nine Thousands One Hundred Sixty Three) employees stock options to employees of the company & its subsidiary & associate companies.

Further, the Nomination & Remuneration Committee at its meeting held on April 23, 2026 has approved the grant of upto 1,32,05,200 (One Crore Thirty Two Lakhs Five Thousand Two Hundred) Options to the eligible employees under Fortis Healthcare Limited Employee Stock Option Scheme 2026. No stock options were granted under Employee Stock Option Plan 2007 and Employee Stock Option Plan 2011.

The Company currently manages its stock options through "Employee Stock Option Plan 2007", "Employee Stock Option Plan 2011" and "Employee Stock Option Plan 2026" ("Schemes") as approved by the shareholders. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Schemes of the Company. Each option when exercised would be converted into one fully paid up equity share of C 10 each of the Company. Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31, 2026 is available at the website of the Company at https://www.fortishealthcare.com/ investors/annual-reports/476.

The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI Regulations would be placed at the ensuing Annual General Meeting for inspection by members.

The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company.

Details pertaining to shares in suspense account are

specified in the report of Corporate Governance forming part of the Board Report.

CORPORATE GOVERNANCE REPORT

As required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Corporate Governance Report forms part of this Integrated Annual Report. The certificate from a Practicing Company Secretary certifying compliance with the corporate governance norms in terms of the SEBI Listing Regulations is annexed to the Corporate Governance Report, which forms part of this Integrated Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Integrated Annual Report contains a dedicated section on the Management Discussion and Analysis Report, prepared in line with Regulation 34 of the SEBI Listing Regulations. This section also covers the consolidated operations, reflecting the global footprint of our business.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Company's website at https://www.fortishealthcare. com/investors/annual-return/479

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy and Technology Absorption, is given in "Annexure -III", forming part of the Board's Report. Further, details pertaining to Foreign Exchange Earnings and Outgo is as given below:

TOTAL FOREIGN EXCHANGE EARNED AND USED (BASED ON STANDALONE FINANCIAL STATEMENTS)

Particulars

Amount (E in Lakhs)

Foreign Exchange earned in terms of Actual Inflows

55.95

Foreign Exchange outgo in terms of Actual Outflows

2.47

Note: Earning and expenditure accrual basis.

in foreign currency is on

CORPORATE SOCIAL RESPONSIBILITY - OUR JOURNEY THROUGH THE PAST YEAR

The CSR Policy (approved by the Board of Directors) approaches this area under the philosophy that the Company's efforts should strive towards building and

sustaining healthier humanity and fostering the holistic well-being of communities. The policy elucidates the concept of growing our business in a socially and environmentally responsible manner through an active role in empowering communities and driving social development and positive change.

The policy has defined the roles and responsibilities associated with governance and administration of design and implementation of initiatives. It further clarifies the criteria for identifying eligible programmes, mechanisms for monitoring, evaluation and as well as reporting and disclosure requirements. As an enterprise in the critical domain of healthcare, the Company has participated and implemented various socially responsive programs since its inception. These programs are consistent with the themes outlined in the relevant Acts as well as the CSR policy of the organization.

The policy as approved by the Board is available on the Company's website at: https://www.fortishealthcare.com/investors

During the year, the Company engaged Sattva Media and Consulting Pvt. Ltd. ("Sattva Consulting") as an external agency/ advisor for undertaking CSR activities of the Company and its subsidiaries for the financial year 2025-26. Further, Sattva Consulting is engaged in the business of, inter alia, providing consultancy services in the social impact sector and implementation of corporate social responsibility programmes/ initiatives.

This year Company and its subsidiaries contributed their CSR Fund to the PHC Upgradation, Access to Treatment - India Cancer Society, Access to Treatment - PCI India, Access to Treatment, Whole School Transformation, Aspiring Doctors Programs and Apprenticeship program as highlighted in the table shown below:

Qualifying Amount & Spent during the FY 2025-26 (E in Lakhs)

Particulars

FHL

FHTL

IHL

EHSSHL

TOTAL

FY 2025-26 (Qualifying Amount)

C2,89,90,200

C2,90,67,027

C5,11,37,254

C14,44,803

C11,06,39,284

Total (A)

?2,89,90,200

?2,90,67,027

?5,11,37,254

?14,44,803

?11,06,39,284

Spent For

PHC upgradation - Doctors For You

C0

C0

C1,08,94,000

C0

C1,08,94,000

Access to Treatment - Indian Cancer Society

C50,53,326

C7,94,443

C7,94,443

C0

C66,42,212

Access to Treatment - PCI India

C0

C16,03,014

C50,37,480

C0

C66,40,494

Access to Treatment - Federation of Indian Chambers of Commerce & Industry

C0

C0

C14,57,500

C0

C14,57,500

Whole School Transformation - YUVA Unstoppable

C0

C3,24,00,000

C91,50,277

C14,44,803

C4,29,95,080

Fortis and Agilus Aspiring Doctors Program - Foundation for Excellence

C25,00,000

C10,00,000

C71,00,000

C0

C1,06,00,000

Apprenticeship Program - Direct Implementation

C2,10,00,000

C80,00,000

C1,60,00,000

C0

C4,50,00,000

Impact Assessment - Sattva Consulting

C1,32,000

C0

C0

C0

C1,32,000

Program Management Fee - Sattva Consulting

C3,04,874

C13,36,753

C7,03,554

C0

C23,45,181

Total (B)

?2,89,90,200

?4,51,34,210

?5,11,37,254

?14,44,803

?12,67,06,467

Report pursuant to Clause O of Sub-Section 3 of Section 134 of the Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is given in "Annexure IV".

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company as on date of this report comprises Nine (09) directors, of which one (1) is a Managing Director and CEO (Executive Director), three (3) are Independent Directors including one (1) Women Director and rest of the five (5) directors are Non-

Executive & Non- Independent Directors. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Pandit and Mr. Prem Kumar Nair, Non-Executive Non- Independent Directors are liable to retire by rotation at the ensuing Annual General Meeting and have offered

themselves for re-appointment. On the recommendation from Nomination & Remuneration Committee, the Board has recommended their re-appointment as the directors liable to retire by rotation.

As required under Regulation 36 of SEBI LODR and Secretarial Standards information or details of Mr. Ashok Pandit and Mr. Prem Kumar Nair, Non-Executive Non- Independent Directors, are provided in the Notice convening the ensuing Annual General Meeting.

During the year under review, Mr. Mehmet Ali Aydinlar had resigned from the position of Non - Executive & Non- Independent Director w.e.f. June 27, 2025 (close of Business Hours).

Ms. Shailaja Chandra had ceased to be an Independent Director w.e.f. June 27, 2025 due to completion of her tenure.

Mr. Keith Hsiu Chin Lim has been appointed as an additional director (Non-Executive & Non-Independent Director) w.e.f. September 09, 2025.

Further pursuant to the Regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015, the Company obtained the approvalof shareholders confirming the appointment of Mr. Keith Hsiu Chin Lim as Non-Executive & NonIndependent Director of the Company vide postal ballot on November 15, 2025.

Mr. Tomo Nagahiro had resigned from the position as NonExecutive & Non-Independent Director w.e.f September 09, 2025 (close of Business Hours).

Mr. Mohd Shahazwan Bin Mohd Harris has been appointed as an additional director (Non-Executive & NonIndependent Director) w.e.f. December 19, 2025.

Further pursuant to the Regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015, the Company obtained the approval of shareholders confirming the appointment of Mr. Mohd Shahazwan Bin Mohd Harris as Non-Executive & Non-Independent Director of the Company vide postal ballot on January 22, 2026.

Mr. Lim Tsin Lin had resigned from the position as NonExecutive & Non-Independent Director w.e.f December 19, 2025 (close of Business Hours).

No director of the Company was disqualified to become/ continue as Director of the Company, in terms of the provisions of the Companies Act, 2013 and the rules made thereunder.

There is no inter-se relationship between the Board Members.

During the FY 2025-26, Eight (8) Meetings were held by the Board of Directors. The details of Board / Committee meetings and the attendance of Directors are provided in the Corporate Governance Report.

INDEPENDENT DIRECTORS

AllIndependent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they meet the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

DETAILS OF KEY MANAGERIAL PERSONNEL ARE AS UNDER:

Name

Designation

Dr. Ashutosh Raghuvanshi

Managing Director and Chief Executive Officer

Mr. Vivek Kumar Goyal

Chief Financial Officer

Mr. Satyendra Chauhan

Company Secretary & Compliance Officer

Disclosures regarding the following are mentioned in report on Corporate Governance forming part of this report.

1. Composition of Committee(s) of the Board of Director and other details;

2. Details of establishment of Vigil Mechanism;

3. Details of remuneration paid to all the Directors including Stock options; and

4. Commission received by Independent Directors; if any.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board and the respective committees are required to carry out performance evaluation of the Board as a body, the Directors individually, Chairman as well as that of its Committees.

The Nomination of Remuneration Committee ("NRC") and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, it's committees and individual directors is required to be made.

The following process of evaluation was approved by the Nomination and Remuneration Committee and the Board of Directors:

(b) The percentage increase in the median remuneration of employees in the financial year- 9.81%

Note - The median salary increment in salary was calculated by comparing the salaries of employees who were active as of 31 March 2025 with their salaries as of 31 March 2026, considering only employees who received a salary increment during the year.

(c) The number of permanent employees on the roll of the Company is 3629 as on March 31, 2026, this includes the full time retainers.

(d) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration**

Particulars

For the Financial Year 2025-26

(A) Average percentile increases already made in the salaries of employees other than the managerial personnel

12.87%

(B) Percentile increase in the managerial remuneration

6.16%

Comparison of (A) and (B)

6.71%

Justification

The Company's average salary increment, excluding KMPs, is 12.87%. The percentage increment varies across job grades, with lower grades typically receiving higher increments compared to senior grades.

Additionally, market corrections and promotions are also factored into the overall increment.

Any exceptional circumstances for increase in the managerial remuneration

Not Applicable

**The percentage increase in salary was calculated by comparing the salaries of employees who were active as of 31 March 2025 with their salaries as of 31 March 2026, considering only employees who received a salary increment during the year.

(e) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the Company.

REMUNERATION POLICY

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selecting and appointing Directors, Senior Management, and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. Details of the Remuneration Policy and changes, if any, are stated in the Corporate Governance Report.

Your Company has from time to time familiarized the Board of Directors with the Company's operations, their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc. The same is governed by a template viz Board of Directors Governance Standard and it is available on the website of the Company at https:// www.fortishealthcare.com/investors/ policies-&-code/483

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office and / or Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday and Sunday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

RELATED PARTY TRANSACTIONS

Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in "Annexure - V" in Form AOC- 2 as specified under the Companies Act, 2013.

The Related Party Transactions are placed before the Audit Committee for approval as required under SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their review on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://www.fortishealthcare.com/investors/ policies-&-code/483.

None of the current Directors has any pecuniary relationship or transaction vis-a-vis your Company, except to the extent of sitting fees and remuneration/commission approved by the Board of Directors and/or shareholders of your Company and as disclosed in this Annual Report.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE AND DISCLOSURE ON ONE-TIME SETTLEMENT

As on the date of the Report no application was pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under ('IBC) during the FY 2025-26. Further, the Company has not made any one-time settlement.

RISK MANAGEMENT POLICY AND FRAMEWORK

The Company has a robust process for managing the top risks, overseen by the RMC. As part of this process, the Company has identified the risks with the highest impact and then assigned a likely probability of occurrence. Your company has also defined quantitative Key Risk Indicators (KRIs) to monitor the effectiveness of actions take to mitigate the identified risks. Mitigation plans for each risk have also been put in place and are reviewed by the Management every six months before presenting to the RMC. The RMC has set out a review process to report to the Board on the progress of the initiatives for the major risks of each of the businesses.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Your Company has adopted a Policy for Prevention, Prohibition and Redressal of Sexual Harassment. As per the requirement of the SexualHarassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted InternalComplaints Committees (ICC). The details of complaints received, disposed off and pending for more than ninety days are hereunder:

(a) Number of complaints of sexual harassment received in the year - 8

(b) number of complaints disposed off during the year - 7*

(c ) number of cases pending for more than ninety days -

Nil

*The one complaint which was reported in March 2026 has been resolved in the month of April 2026 itself.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the period under review, the Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961.

DISCLOSURE REQUIREMENTS

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with Auditors' certificate thereon are attached, which forms part of this report.

Further, pursuant to the provisions of Section 143(12) of the Companies Act 2013, neither the Statutory Auditors nor the Secretarial Auditors & Cost Auditors have reported any incident of Fraud to the Audit Committee or the Board during the period under review.

CODE OF CONDUCT

Declaration by Dr. Ashutosh Raghuvanshi, Managing Director and Chief Executive Officer confirming compliance with the 'Fortis Code of Conduct' is enclosed with Corporate Governance Report.

CERTIFICATE BY STATUTORY AUDITORS FOR DOWNSTREAM INVESTMENT

A certificate from the Statutory Auditors of your Company stating that your Company has duly complied with the requirements of downstream investment made by your Company to second level entities in accordance with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 would be available at the Annual General Meeting for inspection by members.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the AnnualAccounts, the applicable accounting standards have been followed along with proper explanations relating to material departures therefrom, if any;

b) They had selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your company for the Financial year ended March 31,2026;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down and that such internal financial controls were adequate and were operating effectively; and

f) There are proper systems in place to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government agencies for the assistance, co-operation and encouragement they have extended to the Company. Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust in the Company.

Your Directors are glad to place on record that your Company has posted a strong financial performance during the year and greatly appreciate the commitment and dedication of all the employees, that has contributed to the growth and success of the Company. Your Directors also thank all the strategic partners, business associates, Debenture Trustee/Holders Banks, financial institutions for their assistance, co-operation and encouragement to the Company during the year.

Last but not the least your Directors thank the Shareholders of the Company for their continued faith in the Company.

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