Fortis Healthcare Ltd

Dear Members,

Your Directors have pleasure in presenting herewith the Twenty Ninth 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, 2025.

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

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

For the financial year 2024-25, the Company reported a consolidated revenue from operations of Rs. 7,783 Crores compared to Rs. 6,893 Crores reported for FY 2023-24. Revenue from Hospital business stood at Rs. 6,528 Crores compared to Rs. 5,686 Crores reported during the corresponding previous year. Hospital business revenues contributed 84% approx. to the total consolidated revenue in FY 2024-25 as compared to 82% in FY 2023-24. Agilus Diagnostics Limited ("Agilus"), the diagnostic business of the Company, reported gross revenues of Rs. 1,407 Crores compared to Rs. 1,372 Crores in the previous financial year. Considering elimination of inter-company revenue (within the group), net revenue of Agilus was at Rs. 1,255 Crores compared to Rs. 1,207 Crores in FY 2023-24.

The growth in hospital business was led by 9% growth in ARPOB at Rs. 2.42 Crores per annum compared to Rs. 2.22 Crores per annum in FY 2023-24. The occupancy levels stood at 69 % in FY 2024-25 as compared to 65% in FY 202324. The Company's focus specialties comprising Oncology, Gastroenterology, Neurosciences, Renal Sciences, Orthopedics and Cardiac Sciences grew by 16% YoY and contributed 62% to the total hospital revenues, similar to 62% in FY24. Revenue from International business recorded growth of 13 % in FY 2024-25 to reach Rs. 539 Crores compared to Rs. 479 Crores in FY 2023-24.

The consolidated EBITDA of the Company stood at Rs. 1,655 Crores compared to Rs. 1,306 Crores for the previous corresponding year. EBITDA margin of the Company stood at 21.3 % versus 18.9% in FY 2023-24. Hospital business EBITDA for FY 2024-25 was at Rs. 1,381 Crores compared to Rs. 1,077 Crores reported for FY 2023-24. The EBITDA margin of the hospital business stood at 21.1% versus 18.9% in FY24.

The diagnostic business of the Company reported EBITDA of Rs. 274 Crores compared to Rs. 229 Crores reported in the corresponding previous year. The EBITDA margin of the diagnostic business stood at 19.5% versus 16.7% (basis gross revenue) for the year FY 2023-24.

Profit after tax for FY 2024-25 stood at Rs. 809 Crores compared to the PAT of Rs. 645 Crores in FY 2023-24. PAT includes an exceptional loss of Rs.89.3 Crores in FY 2024-25 primarily pertaining to impairment movement in an associate Company and impairment of assets in a subsidiary company, offset by gain of Rs.23.5 Cr related to the divestment of the Richmond Road, Bangalore facility in December 2024 and Rs.16.0 Crores in FY 2023-24 which pertains to the reversal of impairment in an associate company and profit related to the divestment of Chennai facilities.

The Company's net debt stood at Rs. 1,694 Crores as on March 31, 2025 compared to Rs. 264 Crores as on March 31, 2024 (net debt to equity of 0.18x versus 0.03x in FY24). Net debt to EBITDA stood at 0.93x as on March 31, 2025 as compared to the 0.17x as on March 31,2024 (basis Q4 annualized EBITDA).

As one of the leading, accredited, private healthcare chains in India, the Company strives to pursue the highest standards in patient care while endeavoring to achieve a superlative patient experience and high-quality clinical outcomes across its medical specialties. The Company's healthcare facilities are well supported by its investments in the state-of-the-art medical infrastructure and equipment enabling it to provide advanced treatment options to its patients. The Company's clinical and paramedical talent allow it to consistently promote high standards of tertiary and quaternary healthcare services in its key specialties such as Cardiac Sciences, Oncology, Neurosciences, Orthopedics, and transplants.

The Company has progressed well on the strategic priorities that it had outlined for itself in FY25. During the year 202425, the Company further strengthened its prime medical programs in key facilities across India with addition of several eminent clinicians in Neurology, Cardiac Sciences, Oncology, Gastroenterology, Orthopedics, and Gynecology. The Company augmented its medical infrastructure by commissioning Gamma Knife, MR LINAC, Surgical Robots, in some of its key facilities such as FMRI, FEHI, and others. FMRI is equipped with both Gamma Knife and MR-LINAC technologies under one roof, reaffirming the Company's commitment to offering the most advanced treatment options.

The Financial Year 2024-25 has witnessed good progress for Company's key growth levers, including inorganic growth, portfolio rationalization and brownfield bed expansion. As part of Company's inorganic growth strategy, Fortis through its wholly owned subsidiary signed definitive agreement in February 2025 to acquire Shrimann Superspecialty Hospital in Jalandhar, Punjab for Rs.462 crores. This acquisition will add 228 beds to Company's network and offers the potential to increase the facility's total capacity to over 450 beds. This transaction will allow to further strengthen Company's presence in Punjab region from approximately 800 beds to over 1,000 beds.

Continuing with the portfolio rationalization strategy, the Company has divested business operations of Richmond Road Hospital in Bangalore in December 2024. This is the third facility divested by the Company after the divestment of Malar facility and Vadapalani facility in Chennai.

In December 2024, the Company raised Rs. 1,550 crores through the issuance of non-convertible debentures. Leveraging these funds, along with internal accruals, the Company has consolidated its stake in Agilus by acquiring 31.52% stake from private equity investors. As a result, FHL now holds 89.20% equity stake in Agilus.

Recently, in April 2025, the Company has also successfully acquired the 'Fortis' brand and trademarks, for a consideration of Rs.200 crores.

The healthcare vertical of the Company primarily comprises day care specialty, diagnostics and tertiary and quaternary care. As of March 31, 2025, the Company had a network of 27 healthcare facilities in India with ~4,750 operational beds including beds under the O&M model.

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 (further information on Company performance is detailed in the Company section of the "Management Discussion and Analysis" in the Annual Report).

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 Rs.170 per share for an aggregate consideration upto Rs.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 Rs.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 suomoto 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 14^th 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.

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.

Fortis Hospitals Limited had filed a civil suit for recovery of Rupees 52,019 Lakhs before Hon'ble Delhi High Court against the ex-promoters and certain entities which is sub-judice.

The Board of Directors has recommended a final dividend of Rs.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, 2025, 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 Friday, July 25, 2025.

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

During the financial year ended March 31, 2025, no amount (previous year: nil) transferred to general reserves.

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

There are no material changes and commitments, affecting the financial position of your Company which have occurred in FY 2024-25, except as disclosed in this Annual Report.

The following changes took place during the year under review:

1) Your Company has issued 1,55,000 (One lac and fifty- five thousand) listed, senior, secured, rated, redeemable Non-Convertible Debenture each having a face value of Rs.1,00,000/- (Indian Rupees One lac) and an aggregate value of up to Rs.1550,00,00,000/- (Indian Rupees One Thousand Five Hundred and Fifty Crores only) ("Debentures" or "NCDs") on a private placement basis to the eligible investors.

2) Your Company has acquired 5,970,149, equity shares as held by International Finance Corporation ("IFC"), 1,24,37,811 equity shares as held by NYLIM Jacob Ballas India Fund III LLC ("NJBIF") and 63,10,315 equity shares held by Resurgence PE Investments Limited (formerly known as Avigo PE Investments Limited) ("Resurgence") (representing 7.61%, 15.86% and 8.05% equity stake respectively) in Agilus Diagnostics Limited (a material subsidiary of the Company) from IFC, NJBIF and Resurgence respectively.

3) Material subsidiary i.e Fortis Hospitals Limited ("FHsL") of your Company has divested its business operations of Richmond Road facility, Bangalore in December 2024, to continue with the portfolio rationalization strategy.

4) 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.

5) Your Company has participated in the auction conducted on December 21, 2024, for 'Fortis' brand and allied trademarks, by the Court appointed auctioneer, wherein your Company was declared as the successful bidder and Bid price was Rs.200 Crores.

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 material respects, adequate internal financial controls 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, 2025, 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.

During the year, the Company acquired an additional 31.52% equity stake (existing 57.68% equity stake) in Agilus Diagnostics Limited, comprising 2,47,18,275 equity shares. This acquisition was made from private equity investors, including Resurgence PE Investments Limited (formerly known as Avigo PE Investments Limited) - 63,10,315 shares, International Finance Corporation - 59,70,149 shares, and NYLIM Jacob Ballas India Fund III LLC - 1,24,37,811 shares.

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, 2025, Fortis Hospitals Limited (FHsL), International Hospital Limited (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 the increase in the shareholding Agilus Diagnostics Limited as disclosed above.

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 the 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 format (Form AOC-1).

The contribution of the subsidiary/associates/joint venture companies to the overall performance of your Company is outlined in Note No. 26 of the Consolidated Financial Statements for the year ended March 31,2025.

Particulars of Loans/Advances/Investments/guarantees given and outstanding during the FY 2024-25 forms part of the Notes to the Financial Statements.

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.

The details of utilisation of funds earlier raised through preferential allotment are mentioned in Notes to Financial Statements. During the year under review, no preferential allotment was made by the Company for the equity shares.

Your Company has issued 1,55,000 (One lac and fifty-five thousand) listed, senior, secured, rated, redeemable NonConvertible Debenture each having a face value of Rs.1,00,000/- (Indian Rupees One lac) and an aggregate value of up to Rs.1550,00,00,000/- (Indian Rupees One Thousand Five Hundred and Fifty Crores only) ("Debentures" or "NCDs") on a private placement basis to the eligible investors to acquire an additional 31.52% equity stake in Agilus Diagnostics Limited. The details of utilisation of funds are mentioned in Notes to Financial Statements.

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 28^th 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 financial statements 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 self- explanatory and are categorised as "Emphasis of Matter", hence no comments in this regard have been offered by your Board of Directors:

a) Note 27 and 28 of the consolidated financial statements which deals 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 of Fortis in the year ended March 31,2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

b) As explained in the said note, the Group had recorded significant adjustments/provisions in its books of account during the year ended March 31,2018. The Company had launched legal proceedings and 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 March 31, 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.

c) Note 30A of the consolidated financial statements relating to the order dated September 22, 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 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 accounts of your Company for the FY 2024-25 at a remuneration of Upto Rs.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 2023-24 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, M/s. Neelam Gupta & Associates, Company Secretaries (Firm Registration No. S2006DE086800), was appointed by the Board as the Secretarial Auditors of the Company for the Financial Year 2024-25. Further, the Company has recommended the appointment of M/s. Neelam Gupta & Associates, Company Secretaries 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.

Accordingly, a resolution seeking appointment and fixation of fees of Secretarial Auditors of the Company is included in Notice convening the ensuing Annual General Meeting.

Further, M/s Neelam Gupta & Associates, Company Secretaries, has also submitted her consent to act as the Secretarial Auditors of the Company and have confirmed that they fulfil the criteria as specified in clause (a) of Regulation 24A(1A) of SEBI Listing Regulations and further confirmed that they have not incurred any of disqualifications as specified by the Securities and Exchange Board of India.

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 2024-25 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 non compliances.

Internal Auditors

The Company has a well-established, independent and in-house Internal Audit 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 Head of Internal Audit reports functionally to the Audit Committee. Key internal audit findings are presented to the Audit Committee.

For FY25, Internal Audit(s) were performed in accordance with the Internal Audit plan approved by the Audit Committee.

In addition to the internal IA team conducting audit(s) covering key business processes as per approved plan, Deloitte Touche Tohmatsu India LLP and Grant Thorton Bharat LLP 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 applicable provisions of Secretarial Standards issued by the The Institute of Company Secretaries of India.

During FY 2017-18 the Company, the Securities and Exchange Board of India (SEBI), initiated investigation w.r.t. siphoning of approx. Rs.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 Rs.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 Rs.50 lakh and Rs.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 Rs.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 Rs.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 Rs.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 Rs.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 total penalty 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 Rs.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 Rs.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 04, 2025 has issued "Certificate of Sale" in favour of your Company.

During the year under review, there is no change in the capital structure of the Company and no further 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" and "Employee Stock Option Plan 2011" ("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 Rs.10 each of the Company. During the year under review, no option was granted by 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, 2025 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.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at https://www.fortishealthcare.com/ investors/annual-return/479

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:

Note: Earning and expenditure in foreign currency is on accrual basis.

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 organisation.

The policy as approved by the Board is available on the Company's website at: https://www.fortishealthcare.com/ investors/policies-&-code/483

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 2024-2025. 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 Apprenticeship training, Whole School Transformation (School Infrastructure Upgrade), PHC Upgradation, Scholarship to MBBS students, Cancer Screening Camps and Upgrading Health and Wellness Centers, and the Digital Health Training as highlighted in the table shown below:

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".

The Board of Directors of your Company as on date of this report comprises Eleven (11) directors, of which one (1) is a Managing Director and CEO (Executive Director), four (4) are Independent Directors [including two (2) Women Directors] and rest of the six (6) directors are Non- Executive & NonIndependent Directors. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Tomo Nagahiro and Mr. Lim Tsin Lin, 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. Tomo Nagahiro and Mr. Lim Tsin Lin, Non-Executive Non- Independent Directors, are provided in the Notice convening the ensuing Annual General Meeting.

The re-appointment of Dr. Ashutosh Raghuvanshi as Managing Director (Designated as 'Managing Director & CEO') of the Company has been approved by the shareholders in the 28^th Annual General Meeting held on August 02, 2024, effective from March 19, 2025 for a period of 2 years.

During the year under review, Mr. Ravi Rajagopal resigned from the Directorship & Chairmanship of the Company w.e.f. September 30, 2024.

Consequent to the resignation of Mr. Ravi Rajagopal as Chairman of the Company w.e.f. September 30, 2024, Mr. Indrajit Banerjee was appointed as the regular Chairman w.e.f. October 1, 2024, till the time vacancy is filled.

Mr. Leo Puri was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. December 27, 2024 and had also been designated as Chairman of the Board. Consequently, Mr. Indrajit Banerjee has passed on the position of the Chairman to Mr. Leo Puri and continued being a member of the Board as an Independent Director.

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. Leo Puri as Non-Executive Independent Director of the Company vide postal ballot on March 20, 2025.

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 2024-25, Ten (10) 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.

Details of Key Managerial Personnel are as under:

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:

Details pertaining to Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(a) The Ratio of the Remuneration of each Director to the median remuneration of the Employees of the Company for the FY 2024-25* along with the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review:

* Annual salary paid, including taxable perquisites, excluding interest accrued on employer contributions to Provident Fund and

National Pension Scheme for prior periods, as well as reimbursements made against submitted expense bills.

# All Non-Executive Directors including Independent Directors are paid sitting fees on the basis of their attendance at the Board/ Committee Meetings. Any variation highlighted above in the remuneration of these Directors is on account of the number of meetings held or attended during the year. Further, Independent Directors were also eligible for the commission, during the period under review.

** Mr. Ravi Rajagopal resigned as Chairman & Independent Director of the Company w.e.f. September 30, 2024 and consequent to the resignation of Mr. Ravi Rajagopal as Chairman of the Company, Mr. Indrajit Banerjee was appointed as the regular Chairman of the Board, with effect from October 1, 2024, till the time vacancy is filled.

*** Mr. Leo Puri was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. December 27, 2024 and had also been designated as Chairman of the Board.

$ Appointed during FY 2023-24 i.e. from March 01, 2024, hence the remuneration paid for FY 2024-25 is not comparable.