Fortis Healthcare Ltd

Dear Members,

Your Directors have pleasure in presenting herewith the Twenty Eight 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, 2024.

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:

(Rs.' in Lakhs)

For the financial year 2023-24, the Company reported a consolidated revenue from operations of Rs' 6,893 Crores compared to RsRs.6,298 Crores reported for FY 2022-23. Revenue from Hospital business stood atRs.5,686 Crores compared to (' in Lakhs) RsRs.5,107 Crores reported during the corresponding year. Hospital business revenues contributed 82% to the total consolidated revenue in FY 2023-24 as compared to 81% in FY 2022-23. Agilus Diagnostics Limited ("Agilus"), the diagnostic business of the Company, reported gross revenues of Rs.1,372 Crores compared to RsRs.1,347 Crores in the previous financial year. Considering elimination of inter-company revenue (within the group), net revenue of Agilus was atRs.1,207 Crores compared toRs.1,190 Crores in FY 2022-23.

The growth in hospital business was led by 10.8% growth in ARPOB atRs.2.22 Crores compared to RsRs.2.01 Crores. The occupancy levels stood at 64.7% in FY 2023-24 as compared to 67.1% in FY 2022-23 owing to an increase in the operational beds by ~175. The Company's focus specialties comprising oncology, gastroenterology, neurosciences, renal sciences, orthopaedics and cardiac sciences grew 13% YoY and contributed 62% to the total hospital revenues as compared to 61% in FY 23. Revenue from International business recorded growth of 12.2% in FY 2023-24 to reach Rs RsRs.479 Crores compared to RsRs.427 Crores in FY 2022-23.

The diagnostics business revenue reported revenues of Rs.1,372 Crores in FY 2023-24 as compared to theRs.1,347 Crores reported during the corresponding year. The COVID revenue as a % of total revenue has declined from 4% in FY 2022-23 to only 0.3% in FY 2023-24. Non-COVID business grew fromRs.1,284 Crores in FY 2022-23 to 1,366 Cr in FY 2023-24, a 6% growth.

The consolidated EBITDA of the Company stood atRs.1,306 Crores compared toRs.1,163 Crores for the previous corresponding year. EBITDA margin of the Company stood at 18.9% versus 18.5% in FY 2022-23. Hospital business EBITDA for FY 2023-24 was atRs.1,077 Crores compared toRs.900 Crores reported for FY 2022-23. The EBITDA margin of the hospital business stood at 18.9% versus 17.6% in FY 23.

The diagnostic business of the Company reported EBITDA.229 Crores compared toRs.263 Crores reported in the previous corresponding year. The EBITDA margin of the diagnostic business stood at 16.7% versus 19.5% (basis gross revenue) for the year FY 2022-23. The decline in EBITDA was primarily

due to one off expense related to rebranding of the business to Agilus Diagnostics Limited and provisioning related to the certain government business.

Profit after tax for FY 2023-24 stood atRs.645 Crores compared to the PAT of Rs.633 Crores in FY 2022-23. PAT of Rs.645 Crores includes exceptional gain of Rs.16 Crores while PAT of Rs.633 Crores in FY 2022-23 includes exceptional gain of Rs.74 Crores which pertains to reversal of impairment in an associate Company.

The Company maintained a comfortable liquidity position with net debt of Rs.264 Crores as on March 31, 2024 compared toRs.340 Crores as on March 31,2023 (net debt to equity of 0.03x versus 0.04x to the FY 23). Net debt to EBITDA stood at 0.17x as on March 31, 2024 as compared to the 0.30x as on March 31, 2023 (basis Q4 annualized EBITDA). Gross debt of the Company stood atRs.859 Crores as on March 31, 2024, versusRs.703 Crores as of March 31, 2023.

Fortis continues to drive its core value of patient centricity in all aspects of healthcare service delivery. Your company strives to pursue the highest standards in patient care while aiming to achieve the best experience and outcome for each patient and their family. As one of the leading, accredited, private healthcare chains in India, the Company's systems-based approach demands continuous monitoring and evaluation of healthcare services, thereby enabling greater transparency and clinical success. Your company provides state-of-the-art healthcare facilities equipped with advanced treatment and healthcare technologies and a competent team comprising some of the finest clinical and paramedical talent available in the country. The Company's healthcare facilities provide high standards of secondary, tertiary and quaternary healthcare services in the specialties of Cardiac Sciences, Orthopaedics, Neurosciences, Oncology Sciences, Renal Sciences, Gastro Sciences and Mother and Child care.

The Company reinstated its focus on the strategic priorities that it had outlined for FY24. During the year 2022-23, your Company further strengthened its prime medical programs in key facilities across India with addition of several eminent clinicians in Cardiac Sciences, Oncology, Neuro-Sciences, Gastroenterology and Renal Sciences. Your Company augmented its medical infrastructure by commissioning LINAC, Cath Labs, Ortho Robots, Surgical Robots, Advanced Neuro Labs, Digital PET CT and Da Vinci Robotic Systems in some of its key facilities such as Anandpur, Noida, Faridabad, Shalimar Bagh, FMRI and others.

The hospital business has been the primary driver of the Company's performance, consistently demonstrating year- over-year improvements in margins. The Company continues to supplement its expansion plans inorganically with the acquisition of assets such as the 450 potential bed hospital in Manesar, NCR and adjunct land parcels to the existing facilities such as the one in Kolkata. The Manesar facility although has an FSI potential of a total ~450 beds but would witness the commissioning of ~350 beds currently to be operationalized in phases keeping in mind the demand and occupancy trends. Furthermore, as part of its portfolio rationalization strategy, your company has divested two of its lossmaking facilities in Chennai; the Arcot Road Vadapalani facility in July 2023 and the Fortis Malar facility in February 2024, for a cumulative total sale consideration of ~INR 280 Crores.

Additionally, your Company endeavors to commission ~2,000 beds over the next 4 years in existing facilities to leverage economies of scale - majority of bed additions are planned in Noida, BG Road, Anandpur, Mulund, Shalimar Bagh, FMRI, Manesar and Mohali.

The healthcare vertical of the Company primarily comprises day care specialty, diagnostics and tertiary and quaternary care. As of March 31, 2024, the Company had a network of 28 healthcare facilities in India with more than 4,500 operational beds including beds under the O&M model.

In addition, its Indian diagnostics business has a presence in over 1,000+ cities and towns, with an established strength of over 420+ laboratories, 43+ Accreditations (NABL/NABH/CAP) and a footprint spanning 3,900+ customer touch points.

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 key matters are mentioned below:

Post a successful bid, your Company had entered into share subscription Agreement dated July 13, 2018, for issuance of 235,294,1 17 Shares at a price of Rs.170 per share for an aggregate consideration uptoRs.4,000 Crores (Rupees Four Thousand Crores only) to Northern TK Venture Pte Limited ("NTK"), an indirect wholly owned subsidiary of IHH Healthcare 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 1 4, 201 8 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 submit contempt were 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 December 14, 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 sub-serve 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 analyse 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 Decree Holder before the High Court of Delhi 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 dividendRs.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, 2024, 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.

Refer the Company's policy on Dividend Distribution available on the website of the Company at https://www.fortishealthcare.com/drupal-data/investors/ Policy%2Bon%2BDividend%2BDistribution.pdf.

There are no material changes and commitments, affecting the financial position of your Company which have accurate in FY2023-24, except as disclosed in this Annual Report.

The following changes took place during the year under review:

• Your Company entered into a Share Purchase Agreement for acquiring 99.9% stake equivalent to 9990 equity shares in Artistery Properties Private Limited ("Artistery") and accordingly, Artistery became the subsidiary of the Company with effect from November 08, 2023; and

• Your Company has divested two of its loss making facilities in Chennai; the Arcot Road Vadapalani facility in July 2023 and the Fortis Malar facility in February 2024, for a cumulative total sale consideration of approx.Rs.280 crores enabling the Company to enhance its focus on key strategic clusters and improving profitability.

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, 2023, 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 under review the Company entered into a Share Purchase Agreement for acquiring 99.9% stake equivalent to 9990 equity shares in Artistery Properties Private Limited ("Artistery") and accordingly, Artistery became the subsidiary of the Company with effect from November 08, 2023.

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. The said policy is available at

In terms of the said policy, as on April 01, 2024, 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. The copies of the Secretarial Audit Reports of the material subsidiaries issued by the Company Secretary in Practice forms part of this report.

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, 2024.

Particulars of Loans / Advances / Investments /guarantees given and outstanding during the FY 2023-24 forms part of the Notes to the Financial Statements.

During the financial year under review, your Company has 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.

M/s B S R & Co. LLP, (Registration No. 101248W/W- 100022), Chartered Accountants, were appointed as Statutory Auditors of your Company for a period of five years i.e. up to the conclusion of the Annual General Meeting to be held in the year 2024.

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 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.

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 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 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.

b) Note 30 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.

Further, the proposal with regards to re-appointment of statutory auditors forms part of the AGM Notice.

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, appointed M/s. Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of your Company for the FY 2023-24 at a remuneration of Rs.3.5 Lakhs (plus out of pocket expenses and taxes). 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.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. PI & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Company has complied with the provisions of Secretarial Standards. The Secretarial Audit Report is enclosed herewith as "Annexure - II".

Further, pursuant to the provisions of Regulation 24A, the secretarial audit reports of material subsidiaries are attached as "Annexure- II(A)".

Mr Rajiv Puri, Head of Risk & Internal Audit of the Company has resigned w.e.f. August 31,2023.

Upon the recommendation of the Audit Committee, the Board of Directors has appointed Mr Sanjay Baweja as Chief Internal Audit & Risk Officer of your Company and authorised him to engage independent firm(s), if needed, for conducting the internal audit for the FY 2023-24 to enable him to extend adequate coverage of internal audit checks. For FY 2023-24, 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 Protiviti India Member Private Limited were engaged as an external service providers to perform Internal Audit for specific processes

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 09, 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 andRs.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 thatRs.567 Crores 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 Rupees 397.12 Crores 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 Crores 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 Company 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"). Pursuant thereto, SAT has stayed both the SEBI Orders dated 19.4.2022 and 18.5.2022 respectively subject to deposit of 50% of the penalty amount with SEBI, which has been deposited in compliance of SAT orders. Appeals are pending adjudication.

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, 2024 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, 2024 is available on

the Company's website at https://www.fortishealthcare.com/ drupal-data/2024-07/Annual%20Return%20MGT-7%20 2023-24.pdf

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:

(' in Crores)

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 web site at:

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 2023-2024. 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 Project Nikshay - TB eradication, Apprenticeship training and PM Cares fund 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 and rest of the six (6) directors are Non- Executive & Non-Independent Directors. Pursuant to Sections 152 of the Companies Act, 2013, Mr Dilip Kadambi and Mr Mehmet Ali Aydinlar are liable to retire by rotation and being eligible offers themselves for re-appointment at the forthcoming Annual General Meeting of your Company.

During the year under review, Mr Heng Joo Joe Sim and Mr Joerg Ayrle resigned from the directorships of the Company w.e.f. September 01, 2023 and October 02, 2023 respectively. The Board expressed its gratitude for the service provided by the aforementioned Directors and acknowledged that they took their Board duties with dedication, grace and seriousness. It may be noted that, pursuant to Shareholder Subscription Agreement ("SSA") with Northern TK Venture Pte. Ltd. ("NTK")

dated July 13, 2018, NTK has a right to appoint 2/3rd of the Directors on the Board of the Company and accordingly, to fill the aforesaid vacancies, NTK nominated new candidates on the Board of the Company. The Board appointed, pursuant to the recommendation of the Nomination & Remuneration Committee Mr Lim Tsin Lin, Mr Ashok Pandit and Dr. Prem Kumar Nair as Additional Non- Executive Directors, of the Company w.e.f May 04, 2023, September 13, 2023 and November 10, 2023 respectively. Further, pursuant to Regulation 17(1C) of SEBI LODR, the Company obtained approval of shareholders for confirming the appointment of Mr Lim Tsin Lin as Non-Executive Directors of the Company vide a postal ballot on June 29, 2023. Mr Ashok Pandit was appointed as Non-Executive Director of the Company vide a postal ballot on December 01, 2023. Dr. Prem Kumar Nair was appointed as Non-Executive Director of the Company vide a postal ballot on January 01, 2024.

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under

Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the FY 2023-24, 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.

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 Director; 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:

Disclosures pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

* Annual Salary paid including the perquisites (if any) which is considered for taxation, however, does not include the reimbursements paid against the expense bills submitted.

(c) The percentage increase in the median remuneration of employees in the financial year 11.57%

I ncreases in annual CTC of the employees between the current and last financial year are considered.

(d) The number of permanent employees on the rolls of the Company is 2593 as on March 31, 2024.

(e) 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 **

** Salary increases % (percentage) considered in comparison between salary as on 31/3/2022 and 31/3/2023 of the active employees as on 31/3/2023

(f) During the financial year 2023-24, the following payments are made to the KMPs, which include Annual variable payments, Retention Bonus and Joining Bonus

* Resigned with effect from February 29, 2024.

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

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

Your Company has from time to time familiarised 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/drupal-data/investors/

Board%2Bof%2BDirectors%2BGovernance%2BStandards.pdf

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.

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/drupal-data/investors/ Policy%2Bon%2BRelated%2BParty%2BTransactions.pdf

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.

Your Company has designed a risk management policy and framework for risk identification, assessment, mitigation plan development and monitoring of action to mitigate the risks. The key objective of the Enterprise Risk Management Policy ("ERM Policy") policy is to provide a formalised framework to enable judicious allocation of resources on the critical areas which can adversely impact your Company's ability to achieve its objectives. The policy is applicable to the Company and its subsidiaries. This framework enables the management to develop and sustain a risk-conscious culture, wherein, there is a high degree of organisation-wide awareness and understanding of external and internal risks associated with the business. The policy defines an architecture and oversight structure to assist effective implementation. By clearly defining terms and outlining roles and responsibilities, ERM promotes risk ownership, accountability, self-assessment and continuous improvement to minimise adverse impact on achievement of business objectives and enhance your Company's competitive advantage. Your company has also defined quantitative key risk indicators (KRIs) to monitor the effectiveness of actions take to mitigate the identified risks. The details thereof are covered under the Management and Discussion Analysis Report which forms part of the Annual Report.

Your Company has adopted a Policy for Prevention, Prohibition and Redressal of Sexual Harassment. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the Financial Year 2023-24, your Company has

received 4 complaints on sexual harassment and all 4 complaints have been resolved with appropriate action taken and no complaint was pending as on March 31, 2024. The same may also be read in terms of Companies (Accounts) Rules, 2014.

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

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.

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.

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 Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures therefrom, if any;

(b) The selection and application of accounting policies were assessed for their consistent application and judgements and estimates were made that are reasonable and prudent so as to give a true and fair view of the state of the 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, 2024;

(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 Statements have been prepared on a going concern basis;

(e) Proper internal financial controls have been laid down and that such internal financial controls are adequate and are 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.

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, 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.

By Order of the Board of Directors For Fortis Healthcare Limited

Date: May 23, 2024 Place: Gurugram