Interim report
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FORTIS HEALTHCARE LIMITED Regd. Office : Fortis Hospital, Sector 62, Phase – VIII, Mohali – 160062 Tel : 0172-5096001, Fax : 0172-5096221, CIN : L85110PB1996PLC045933 Fortis Healthcare Limited Tower-A, Unitech Business Park, Block-F, South City 1, Sector – 41, Gurgaon, Haryana – 122 001 (India) Tel : 0124 492 1033 Fax : 0124 492 1041 Emergency : 105010 Email : secretarial@fortishealthcare.com Website : www.fortishealthcare.com FHL/SEC/2025-26 November 11, 2025 The National Stock Exchange of India Ltd. Scrip Symbol: FORTIS BSE Limited Scrip Code:532843 Sub: Outcome of the Board Meeting under Regulation 30, 33, Regulation 51(2) and 52 of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 Dear Madam/Sir, Pursuant to the provisions of Regulation 30, 33, 51(2) and 52 read with Schedule III of SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Board of Directors of the Company at its meeting held today i.e. Tuesday, November 11, 2025 have, inter-alia, considered and approved the Un-Audited Standalone and Consolidated Financial Results of the Company for the quarter and half year ended on September, 2025 (“Quarterly and Half Yearly Results”). Accordingly, please find enclosed herewith Un-Audited Standalone and Consolidated Financial Results of the Company along with Limited Review Report given by the Statutory Auditor of the Company for the quarter and Half year ended on September 2025. Further, following certificates issued by the Statutory Auditors are also enclosed along with the financial results: A) Certificate of Security Cover pursuant to Regulation 54 of the Listing Regulations B) Certificate with respect to the Financial Covenants in accordance with the applicable laws or regulations. The Board Meeting commenced at 12.30 Noon IST and concluded at 7.50 PM IST. This is for your information and record. Thanking You, Yours Sincerely, For Fortis Healthcare Limited Satyendra Chauhan Company Secretary & Compliance Officer M. No. A14783 Encl :a/a • tt Fortis
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BS R & Co. LLP Chartered Accountants Building No. 10, 12th Floor, Tower-C DLF Cyber City, Phase - II Gurugram -122 002, India Tel: +91 124 719 1000 Fax: +91 124 235 8613 Limited Review Report on unaudited standalone financial results of Fortis Healthcare limited for the quarter ended 30 September 2025 and year to date results for the period from 01 April 2025 to 30 September 2025 pursuant to Regulation 33 and Regulation 52(4) read with Regulation 63 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended To the Board of Directors of Fortis Healthcare Limited 1. We have reviewed the accompanying Statement of unaudited standalone financial results of Fortis Healthcare Limited (hereinafter referred to as "the Company") for the quarter ended 30 September 2025 and year to date results for the period from 01 April 2025 to 30 September 2025 ("the Statement"). 2. This Statement, which is the responsibility of the Company's management and approved by Its Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). Our responsibility Is to issue a report on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted In accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulatlon 52(4) read with Regulation 63 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 5. We draw attention to the following notes in the Statement: a. Note 9 and 10 of the Statement which deal with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on Fortis Healthcare Limited and its subsidiaries ("the Group") 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 non-compliances 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 Company has launched legal proceedings and has also filed a complaint with the Economic Offences Wing ('EOW) against erstwhlle 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 8 SR & Co (a partnership lbm wit!\ Rtal·m1otk>tl No 8A6U:UI converted into e S 11: & Co, LLP [1 LNTlited Uablllty Pat1:neuhip with Ll.J> Aecls1ra.t~ fto,, AAB-S181) with effect from Octobet' 14, 2013 14th S:loo,, Ctn1r1I a Wins: and North CW inc, N.,co IT Par I.: 4, Ne~D Centn . W•sl•rn Eq,rrss. Hi11hway, Go.-e(aM ((~I I, Mumb-li-400063 Page 1 of 2
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BS R & Co. LLP Limited Review Report (Continued) Fortis Healthcare Limited 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 additional impact, to the extent it can be reliably estimated as at present, is not expected to be material. b. Note 7(A) of the Statement 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 Company and RHT Health Trust and other related transaction. 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 Company are to subserve the business structure of the Company. Our conclusion is not modified in respect of the above matters. Gurugram 11 November 2025 For B S R & Co. LLP Chartered Accountants Firm's Registration No.:101248W/W-100022 Rajesh Arora Partner Membership No.: 076124 UOIN: 25076124BMRJXD7824 Page 2 of2
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospi tal, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 (Rupees in lacs) Particulars Standalone Quarter ended Six months ended Year ended September June 30, September September September March 31, 30,2025 2025 30,2024 30,2025 30,2024 2025 Unaudited Unaud ited Unaudited Unaudited Unaudited Audited 1. Revenue from operations 45,581 43,303 35,715 88,884 69,055 144,589 2. Other income 9,242 4,001 10,417 13,243 13,960 19,855 3. Total income (1 +2) 54,823 47,304 46,132 102,127 83,015 164,444 4. Expenses (a) Purchases of medical 11,814 11,631 9,692 23,445 18,899 38,389 consumable and druas (b) Changes in inventories of (145) (268) (243) (413) (209) (379) medical consumable and drugs (c) Employee benefits expense 6,014 6,190 5,138 12,204 10,056 20,713 (d) Finance costs 5,067 5,187 "1,632 10,254 3,316 11,158 (e) Hospital service fee expense 1,366 1,546 2,648 2,912 5,110 10,520 (f) Professional and consultation 9,027 8,770 6,488 17,797 12,292 27,166 fees to doctors (g) Depreciation and amortisation 2,848 3,016 2,741 5,864 5,344 11,292 expense (h) Other expenses 7,517 6,623 6,007 14,140 11,128 22,629 Total expenses 43,508 42,695 34,103 86,203 65,936 141,488 5. Net profit/ (loss) from 11,315 4,609 12,029 15,924 17,079 22,956 continuing operation before exceptiona l items and tax /3-4) 6. Exceptional gain/ (loss) (refer 2,183 1,688 (6,828) 3,871 (6,828) (1 1,514) note 3) 7. Profit/ (loss} before tax from 13,498 6,297 5,201 19,795 10,251 11,442 continuing operations (5+6) 8. Tax expense/ (credit) 989 1,109 1,238 2,098 3,605 5,063 9. Net profit/ (loss) for the per iod 12,509 5,188 3,963 17,697 6,646 6,379 from continuing operations (7-8) 10. Profit / (loss) before tax from - - - - - - discontinued operations 11. Tax expense of discontinued - - - - - - operations 12. Net profit I (loss) for the - - - - - - period from discont inued operations 110-11) 13. Net profit/ (loss) for the 12,509 5,188 3,963 17,697 6,646 6,379 period 19+12) 14. other Comprehensive Income/ (5) (39) (74) (44) (74) (145) (loss) (after tax) 15. Total comp rehensive inco me I 12,504 5,149 3,889 17,653 6,572 6,234 (loss) for the period (13+14) 16. Paid-up equity share capital 75,496 75,496 75,496 75,496 75,496 75,496 (Face Value Rupees 10 per Share) -/, ~I,,,,,.._ ....... ~00-•• .....,.~ A ~ <,.. I-~ 3) ~ -· ... (if' ~ ~ * -
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hosp ital, Sector 62 Phase - VIII, Moha li - 160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 (Ruoees in lacs) Particulars Standalone Quarte r ended Six months ended Year ended September June 30, September September September March 31, 30, 2025 2025 30, 2024 30, 2025 30, 2024 2025 Unaudited Unaud ited Unaudited Unaud ited Unaud ited Audited 17. Other equity as per the audited 831 ,904 balance sheet 18. Earnings per equity share for continuing ope rations (not annualised) Basic earnings/ (loss) per share - In 1.65 0.69 0.52 2.34 0.88 0.84 Rupees Diluted earnings / (loss) per share - ·J.65 0.69 0.52 2.34 0.88 0.84 In Rupees 19. Earnings per equity share for discontinued operations (not annualised) Basic earnings / (loss) per share - In - - - - - - Rupees Diluted earnings/ (loss) per share - - - - - - - In Rupees 20. Earnings per equity share from continuing and discontinued operatio ns (not annualised} Basic earnings/ (loss) per share - In 1.65 0.69 0.52 2.34 0.88 0.84 Rupees Diluted earnings/ (loss) per share - 1.65 0.69 0.52 2.34 0.88 0.84 In Rupees 21. Earnings before depreciation 19,230 12,812 16,402 32,042 25,739 45,406 and amortisation expense, finance costs, exceptional items and tax expense (EBITDA) (refer note 2) Notes to the resul ts 1. The above unaudited Standalone Financial Results of Fortis Healthcare Limited ("the Company") for the quarter and six months ended September 30, 2025, have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on November 11, 2025. The unmodified limited review report of the Statutory Auditors is being filed with BSE Limited and National Stock Exchange of India Limited. For more details on standalone results, visit investors section of our website at www.fortishealthcare.com and Financial Results at Corporate Section of www.nseindia.com and www.bseindia.com. 2. The Company has presented Earnings before finance costs, tax, depreciation and amortisation (EBITDA) additionally in the financial results. In its measurement, the Company includes other income, but does not include depreciation and amortisation expense, finance costs, exceptional items and tax expense.
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FORTIS HEALTHCARE LIMITED CIN: L8511 0PB1996PLC045933 Fortis Hospita l, Secto r 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 3. Exceptiona l gai nf(loss) included in the above unaudited Standalone Financ ial Results include: (Rupees in lacs) Particu lars Quai1er ended Six months ended Year ended September June 30, September September Septembe r March 31, 30, 2025 2025 30,2024 30, 2025 30,2024 2025 Unaudited Unaudited Unaud ited Unaudited Unaud ited Aud ited a) Reversal of impairment/ 2,183 1,688 (6,828) 3,871 (6,828) (11,514) (impairment) of investment (including interest accrued) in subsidiarv comoanies Net exce pti onal gain / (loss) 2,183 1,688 (6,828) 3,871 (6,828) (11,514) 4. Statement of Assets and Liabili ties : (Rupees in lacs) Particulars Standalone As at As at September 30, 2025 March 31, 2025 Unaud ited Audited ASSETS Non-c urrent assets (a) Property, plant and equipment 96,825 71,549 (b) Capital work-in-progress 5,537 4,232 (c) Right-of-Use Assets 9,802 17,600 (d) Goodwill 2,722 2,722 (e) Other intangible assets 20,506 626 (f) Intangible assets under development 4 7 (g) Financial assets (i) Investments in subsidiaries 1,010,973 1,017,825 (ii)Loans 1,827 1,669 (iii)Other financial assets 110 88 (h) Deferred tax assets (net) 328 1,810 (i) Non-current tax assets (net) 13,344 9,289 U) Other non-current assets 224 33,496 Total non-current asse ts 1,162,202 1,160,913 Current asse ts (a) Inventories 2,084 1,672 (b) Financial assets (i) Trade receivables 23,720 18,132 (ii) Cash and cash equivalents 145 4,896 (iii) Bank balances other than (ii) above 49 49 (iv) Loan 5,723 8,623 (v) Other financial assets 3,551 4,828 (c) Other current assets 983 793 Tota l c urrent assets 36,255 38,993 Total assets 1,198,457 1,199,906 ~0 '3,,th Cq.,.IS> (.. I~ 3 J ... -~ ~<l) -k --
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase -VIII, Moha li -160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 (Rupees in lacs) Particulars Standalone As at As at September 30, 2025 March 31, 2025 Unaudited Audited EQUITY AND LIABILITIES Equity (a)Equity share capital 75,496 75,496 (b)Other equity 842,008 831 ,904 Total equity 917,504 907,400 Liabilities Non-current liabi lities (a) Financial liabilities (!)Borrowings 182,593 173,819 (ii)Lease liabilities 5,944 16,271 (b) Provisions 3,615 2,946 Total non-curr ent liabilities 192,152 193,036 Current liabilit ies (a) Financial liabilities (i)Borrowings 5,433 4,040 (ii)Trade payables -Total outstanding dues of micro enterprises and small enterprises 1,005 1,542 -Total outstanding dues other than micro enterprises and small 53,898 65,409 enterprises (iii)Lease liabilities 9,017 9,723 (iv)Other financial liabilities 14,621 12,973 (b) Provisions 2,356 2,480 (c) Other current liabilities 2,471 3,303 Total current liabilities 88,801 99,470 Total liabilities 280,953 292,506 Total equity and liabilities 1,198,457 1,199,906
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 5. Statement of Cash flow : Particu lars Cash flows from operating activities Profit before tax Adjustments for: Exceptional (gain) /loss Finance costs Interest income Profit on disposal of property, plant and equipment (net) Allowance for doubtful trade receivables Allowance for doubtful advances Depreciation and amortisation expense Provision/ liability no longer required written back Gain on sale of current investment Dividend from equity instrument Working capita l adjustments Increase in trade and other receivables Increase in inventories Increase in loans, other assets and other financial assets (Decrease)/ increase in other financial liabilities, provisions, other liabilities and trade oavables Cash generated from operating activities Income taxes (paid)/refund (net) Net cash generated by operating activities (A) Cash flows from investing activities Interest received Redemption of investment Purchase of property, plant and equipment and intangible asset Proceeds from sale of property, plant and equipment Maturity of bank deposits (net) Loan / advances repayment by subsidiaries Loan / advance granted to subsidiaries Purchase of current investment Proceeds from sale of current investments Dividend received from equity instruments Payment for acquisition of business (refer note 15) Net cash (used in) I generated by investing activities (B) Cash flows from financing activities Payment of lease liability (Rupees in lacs) Six months ended September 30, 2025 September 30, 2024 Unaudited Unaudited 19,795 10,251 (3,871) 6,828 10,254 3,316 (3,428) (6,904) (10) (9) 441 485 102 16 5,864 5,344 (9) (31) (11) - (7,576) (7,023) 21,551 12,273 (6,004) (4,229) (242) (209) (105) (88) (8,055) 5,928 7,145 13,675 (4,656) 549 2,489 14,224 4,452 9,752 10,723 1,192 (27,223) (9,040) 38 14 - 9,906 2,900 - (22) (170) (7,095) - 7,106 - 7,576 7,023 (1,500) - (3,045) 18,677 (4,129) (3,801)
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospita l, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 (Rupees in lacs) Six months ended Particulars Septem ber 30, 2025 September 30, 2024 Unaudited Unaudited Proceeds from non-current borrowings 20,145 122 Repayment of non-current borrowings (10,675) (7,410) Repayments of current borrowings (net) (153) (72) Finance cost paid (including interest on lease liabilities of Rupees (2,688) (3,204) 1,026 lacs (September· 30, 2024 Rupees 1,849 lacs) Dividend paid (7,546) (7,550) Net cash (used in) financing activities (C) (5,046) (21,915) Net (decrease) / increase in cash and cash equ ivalents (5,602) 10,986 IA+B+Cl Cash and cash equivalents at the beginning of the period 4,309 537 Cash and cash equivalents at the end of the period (1,293) 11,523 Cas h and cash equival ents Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of assets and liabilities as follows: (Rupees in lacs) Six months ended Partic ulars September 30, September 30, 2025 2024 Unaudited Unaudi ted (a) Balances with banks - on current accounts 89 9 - deposits with original maturity of less than three months - 16,600 (b) Cash on hand 56 51 Cash and cash equivalents as per statemen t of assets and liabil iti es 145 16,660 Bank overdrafts (1,438) (5,137) Cash and cash equiva lents as per statement of cash flows (1,293) 11,523 6. Additional Lnformation pursuant to requiremen t of Regulation 52(4) of the Securities and Exchange Board of India (Lis ting Obligations and Disclosure Requirements) Regulations, 2015 as amended: Standalone Quarter ended Six months ended Year ended Sr. No. Particulars Septembe r June 30, September September September March 30, 2025 2025 30,2024 30,2025 30, 2024 31,2025 Unaudited Unaud ited Unaudited Unaudited Unaudited Audited 1 Debt equity ratio 0.22 0.23 0.06 0.22 0.06 0.22 2 Debt service coverage 1.23 4.08 ratio * 2.70 1.63 1.56 2.05 3 Interest service coverage 3.80 2.47 ratio* 10.05 3.12 7.76 4.07 O ~tncarlS> J: (.. I~ 2.1 ... ..... 0 ~ ~ * -
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FORTIS HEALTHCAR E LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital , Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 Standalone Quarter ended Six months ended Year ended Sr. No. Particula rs September J une 30, September September Septembe r March 30,20 25 2025 30,2024 30 2025 30 2024 31, 2025 Unaudited Unaudited Unaudited Unaudited Unaudited Audited 4 Current ratio 0.41 0.41 0.79 0.41 0.79 0.39 5 Long term debt to (4.65) (4.21) (5.84) (4.65) (5.84) (3.95) working capital ratio Allowance for doubtful 6 receivables to account 0.90% 1.20% 2.09% 2.11% 3.24% 6.01% receivable ratio* 7 Current liabilitv ratio 0.32 0.33 0.67 0.32 0.67 0.34 8 Total debts to total 0.17 0.17 0.06 0.17 0.06 0.17 assets 9 Debtors turnover ratio* 2.02 2.19 2.21 4.25 4.60 9.24 10 Inventory turnover ratio* 5.80 6.29 6.85 12.26 13.38 25.64 11 Operating profit margin 21 .92% 20.35% 16.77% 21.15% 17.06% 17.69% 12 Net profit margin 22.66% 8.08% 30.24% 15.56% 19.52% 12.39% 13 Networth (Rs. in lacs) # 917 348 912,393 907,583 917,348 907,583 907,244 * Not annualised, except for the year ended March 31 , 2025. # Net worth as defined in subsection (57) of section 2 of the Companies Act, 2013. Form ulas for computation of ratios are as follows: Sr. No. Particulars Numerator Denomi nator 1 Debt equity ratio Debt consists of borrowings and lease Total equity liabilities Earning for Debt Service = Net Profit Debt service = Interest and lease 2 Debt service coverage ratio after taxes before exceptional gain/loss + payments + Principal Non-cash operating expenses + Finance costs + Other non-cash adjustments repayments 3 Interest service coverage ratio Profit before tax, exceptional items, Finance costs depreciation, finance costs 4 Current ratio Total current assets Total current liabilities Current assets - current 5 Long term debt to working capital ratio Total long term debt including lease liabilities (excluding current liabilities maturities of long term borrowings and lease liabilities) 6 Allowance for doubtful receivables to Allowance for doubtful receivables Average trad_e receivables account receivable ratio 7 Current liability ratio Total Current Liabilities Total Liabilities 8 Total debts to total assets Total debt including lease liabilities Total Assets 9 Debtors turnover ratio Revenue from operations (excluding Average trade receivables liabilities no longer required written back) 10 Inventory turnove r ratio Cost of goods sold Average Inventory Profit before depreciation, interest, tax Revenue from operations 11 Operating profit margin and exceptional items less other income (excluding liabilities no longer reauired written back) Net Profit after tax before exceptional Revenue from operations 12 Net profit margins gain/loss (excluding liabilities no longer reauired written back)
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Moha li -160062 STATEMENT OF UNAUDITED STANDA LONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 7. A) The Board of Directors, after seeking inputs from reputed investment bankers, had approved an equity infusion of Rupees 400,000 lacs at a price of Rupees 170 per equity share into the Company by Northern TK Venture Pte ltd Singapore (NTK) ("Acquirer"), a wholly owned subsidiary of IHH Healthcare Berhad, Malaysia through a preferential allotment ("Preferential Issue"), subject to approval of the shareholders and other regulatory approvals which constituted 31.1% share capital of the Company. The shareholders of the Company approved the Preferential Issue by requisite majority at their Extra Ordinary General Meeting dated August 13, 2018. The Acquirer had received lhe approval from Competition Commission of India (CCI) on October 30, 2018 and the preferential allotment was made on November 13, 2018. Pursuant to the consummation of the same, Northern Tl< Venture Pte Ltd, had appointed 2/3 of the directors on the Board of Directors of the Company, thereby acquiring control over the Company. Consequently, the Company has become a subsidiary of Northern TK Venture Pte Ltd. Further, pursuant to the Preferential Issue, No1ihern TK Venture Pte. Ltd is under an obligation to make a mandatory open offer to the public shareholders of the Company and Fortis Malar Hospitals Limited in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. However, in view of order dated December 14, 2018 passed by Hon'ble Supreme Court wherein it was specified that status quo with regard to sale of the controlling stake in Fortis Healthcare Limited to Malaysian IHH Healthcare Berhad be maintained, the Mandato,y Open offer was kept in abeyance. Vide its judgement dated November 15, 2019, the Hon'ble Supreme Court had issued suo- moto contempt notice to, among others, the Company and directed its Registry to register a fresh contempt petition in regard to alleged violation of the order dated December 14, 2018. In this respect, the Hon'ble Supreme Court had sought an enquiry, into (i) whether the subscription by the Acquirer to the shares of the Company was undertaken after the status quo order was issued by the Hon'ble Court on December 14, 2018 and accordingly, if such subscription was in violation of this status quo order; and (ii) the consummation of the acquisition of healthcare assets from RHT Health Trust by the Company. The Company had filed a detailed reply to the show cause notice issued in the suo- moto contempt, praying inter alia, that the suo- moto contempt proceedings be dropped and ex- parte status quo order dated December 14, 2018 ("Status Quo Order") be modified/ vacated such that Open Offer may proceed. Further, at the request of SEBI by way of an application seeking impleadment, the Hon'ble Supreme Court of India had impleaded SEBI as a party in the petition pending before it. SEBI had prayed for allowing the Mandatory Open Offer. Further, the Hon'ble Supreme Court of India had issued notice on application filed by a public shareholder of the Company seeking impleadment. NTK had also filed an application for impleadrnent, modification of the status quo order and for proceeding with Mandatory Open Offer. Vide judgment dated 22nd September 2022 ("Judgement"), the Hon'ble Supreme Court of India disposed of Special Leave Petition (Civil) No. 20417 of 2017, Contempt Petition No. 2120 of 2018 in SLP (C) No. 20417 of 2019 and Suo Motu Contempt Petition (C) No. 4 of 2019, which includes the Petition in which the Status Quo Order dated December 14, 2018 had been issued. It had 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 FHL and RHT and other related transactions. In so far as the acquisition of proprietary interests of RHT Health Trust by the Company is concerned, the Hon'ble Supreme Court observed that prima facie, it appears to be acquisition of proprietary interest to subserve the business structure of the Company, as suggested by IHH/NTK while observing that it is a matter to be enquired into and facts to be assessed in light of any forensic analysis, if the court so deems appropriate. Pursuant to the Judgement, Hon'ble High Court of Delhi vide its order dated 18th October 2022 has directed Decree Holder to file an application defining contours of the forensic audit sought , which could thereafter be considered by the Delhi High Court. Decree holder filed application(s) before Delhi High Court seeking appropriate directions in connection with forensic audit. Company has filed objections to the said request of the Decree Holder and also made submissions in this regard. Matter is pending adjudication. In view of the legal positions/claim(s) and defence(s) available to the Company and basis external legal advice, the management believes that it has a strong case on merits. II is of the view that these transactions were conducted in a fair and transparent manner, after obtaining all relevant regulatory and shareholders' approval and only after making all due disclosures to public shareholders of the Company and to the regulatory authorities, in the requisite manner. Therefore, no adjustment Is required in the unaudited standalone Financial Results.
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FORTIS HEALTHCARE LIMITED CIN: L85110PB 1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Moha li - 160062 STATEMENT OF UNAUDITED STANDALONE FINANC IAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 On October 16, 2025, the Company made a Disclosure in respect of the announcement made by IHH Healthcare Berhad ("IHH") dated October 16, 2025 on the Malaysian Stock Exchange (i.e. Bursa Malaysia) regarding the Fortis Open Offer and Malar Open Offer. Further, basis announcement made by IHH dated November 11 2025, we have been given to understand that, following the completion of the transfer of Fortis Shares and Malar Shares from the tendering shareholders lo the Acquirer and the completion and settlement of payment to the tendering shareholders of Fortis and Malar, the Fortis Open Offer and the Malar Open Offer have been completed on 10 November 2025. 8) Further, during the year ended March 31, 2021, in view of the aforesaid suo moto contempt notice, for abundant caution, an application was filed by the Company before the Hon'ble Supreme Court of India, praying for grant of permission to it and its subsidiaries for changing their respective names, brands and logos; and for continued usage of the same if the said application was not disposed of prior to expi1y of the term of the Brand License Agreements to allow adequate time for smooth brand transition without any disruption to business. During the year ended March 31, 2022 the Brand License Agreement had expired. As mentioned above, the Judgment has disposed of the Petitions and all applications thereunder. Earlier, Decree Holder had filed before the Hon'ble High Court of Delhi certain applications praying for the appointment of a Court Commissioner for the purposes of carrying out the sale of the 'Fortis' marks (i.e., 'Fortis' trademarks and allied trademarks) . At the request of Decree holder, the Hon'ble High Court of Delhi (vide order dated October 29, 2024) ordered for the sale of 'Fortis' brand and allied trademarks by way of public auction and directed Joint Registrar (Judicial) Hon'ble High Court of Delhi for this purpose. Pursuant thereto, the Joint Registrar appointed an auctioneer and finalized the proclamation of sale enumerating conditions of sale of 'Fortis' brand and allied trademar-ks. Proclamation was published on December 12, 2024 in two newspapers i.e. The Stateman and Navbharat Times and auction was carried out on December 21 , 2024 where except the Company, no other party participated. Auctioneer opened the bidding with Rupees 20,000 lacs to which the Company agreed and was declared as the highest bidder. As per bid condition. Rupees 1,000 lacs was deposited as earnest money for participating in the auction and after being declared as the highest bidder, additional sum of Rupees 4,000 lacs has been deposited by the Company with the Registrar General- Delhi High Court on December 23, 2024. The Joint Registrar also submitted its report to the Hon'ble High Court of Delhi about the auction held. Vide order dated March 25, 2025, sale has been confirmed and concluded by Hon'ble High Court of Delhi and objection raised by brand owner as regards to the valuation of the mark has been rejected. Balance amount of Rupees 15,000 lacs out of total bid price has been deposited by the Company with the Registrar General- Delhi High Court on April 4, 2025. Learned Joint Registrar- Delhi High Court vide its order dated April 21,2025 has issued "Certificate of Sale" in favour of the Company in respect of of "Fortis" brand and allied trademarks. Appeals filed by the brand owner before Hon'ble Division Bench of Delhi High Court challenging the confirmation of sale of "Fortis" brand and allied trademarks have been withdrawn with the liberty to take actions, if any, in accordance with law. Actions have been initiated for registration of Fortis and allied trademarks in favor of the Company. Pursuant to the order dated September 16, 2025 passed by Hon'ble High Court of Delhi, on October 13, 2025 the Company deposited Rupees 55.37 Crores (subject to deduction of applicable TDS) towards admitted license fee for use of 'Fortis' trademark and allied marks. 8. In connection with the brand transition in respect of Agilus, non-exclusive Brand License Agreement of the diagnostics business had expired on May 09, 2021. In May 2023, an application on behalf of a Judgment Debtor was filed in pending proceedings before Hon'ble High Court of Delhi, for restraining Agilus & the Company from abruptly dumping/discontinuing the brand 'SRL' and allied trademarks, appointment of an entity for valuation and sale of the 'SRL' and allied trademarks ("Former Brand") and directing Agilus to deposit an appropriate amount with the Hon'ble High Court till the sale of the Former Brand. On May 26, 2023, submissions on behalf of Agilus were recorded that the process of brand transition had already been initiated by the diagnostic business since year 2020 and it had been moving towards brand Agilus . Vide Order dated May 26, 2023 (26 May Order) High Court directed Agilus, the Company and brand owner to not to act in any manner to diminish the value of the brand SRL. Certificate of incorporation was issued by Office of the Registrar of Companies, Ministry of Corporate Affairs certifying the change of name from "SRL Limited" to "Agilus Diagnostics Limited" w.e.f. May 31 , 2023. On June 02, 2023, an affidavit in compliance of order dated May 26, 2023 was filed on behalf of Agilus. On June 02, 2023, Hon'ble High Court of Delhi appointed M/s Konverj - Zeus as valuer for valuation of brand 'SRL'. In the last week of June 2023, Decree Holder filed a Contempt Petition against Agilus, the Company and directors/KMPs of Agilus alleging that they have knowingly and willfully disobeyed the order dated May 26, 2023 passed by Hon'ble High Court of Delhi. No notice on this petition was issued by Hon'ble Court. Affidavits were filed by Agilus to support and substantiate that it is in compliance of the 26 May Order. On September 16, 2025 Contempt Petition has been "disposed of as withdrawn" by Hon'ble High Court of Delhi.
Page 13
FORTIS HEALTHCARE LIMITED CIN: L85110P81996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED STANDA LONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 In September 2023, an ex-director of Headway Brands Private Limited (company which was the owner and licensor· of the Former Brand) has filed an application dated September 14, 2023 before the Delhi High Court inter a/ia seeking payment of Rupees 362 Crores (approx.) as license fee and interest for use of the Former Brand, and !hat an inquiry be conducted into the impact of brand trnnsilion by Agilus on valuation of the Former Brand. The High Court by its order dated September 25, 2023, while issuing notice on the said application recorded the preliminary objections of Agilus that the application (i) is not maintainable and (ii) Agilus and Agilus Pathlabs are not necessary parties to the said application. Notice of the said application has been issued by the Court lo all parties named therein for submission of their respective responses/ objections. Objections have been filed by Agilus . Court appointed valuer M/s Konverj - Zeus has filed its report which has been objected to by Agilus and an affidavit, highlighting the deficiencies and illegality therein has been filed by Agilus on October 17, 2023 supported by reports of subject matter experts i.e. Ernst & Young and Osborne Partners who in their respective reports have pointed out that in preparation of report, M/s Konverj - Zeus has applied entirely incorrect and inappropriate valuation methodologies and has made reference to incorrect dates in arriving at conclusions set out in its repo,1. Post the order of the Hon'ble Delhi High Court for public auction of SRL Brand, Court Commissioner has informed the Court that no prospective bidder turned-up and the public auction of the SRL Brand could therefore not be completed. In August 2024, Decree Holder again filed an application requesting for auction of 'SRL' brand, which has been allowed by Court on April 21, 2025 and a court commissioner (Reid. District Judge) has been appointed for completion of auction within 6 weeks. Public auction was conducted on June 3, 2025 wherein Agilus emerged as the single and highest bidder by placing a bid of Rupees 8 crores. Agilus deposited the bid amount of Rupees 8 Crores with Registrar General - Delhi High Court. Hon'ble Delhi High Court vide its order dated July 17, 2025 has permitted the Decree Holder to withdraw Rupees 8 Crores lying with the Registrar General - Delhi High Court. Learned Joint Registrar- Delhi High Court vide its order dated August 11, 2025 has issued "Certificate of Sale" in favour of Agilus in respect of SRL brand and allied trademarks. Further, as per the management and in consultation with external legal counsel it is believed that Agilus has a strong case on merits and the likelihood of any impact on the financial results is not expected to be material. The matter is pending adjudication. 9. Inves tigation initiated by the erstw hile Audit and Risk Management Committee: A. Background (i) During the year ended March 31 2018, there were reports in the media and enquiries from, inter alia, the stock exchanges received by the Company about certain inter- corporate loans given by a wholly owned subsidiary of the Company. The erstwhile Audit and Risk Management Committee of the Company decided to carry out an independent investigation through an external legal firm on this matter. The terms of reference of the investigation, inter alia, comprised: (i) ICDs amounting to a total of Rupees 49,414 lacs (principal), placed by the Company 's wholly-owned subsidiary, FHsL, with three borrowing companies as on July 1, 2017 ; (ii) the assignment of these ICDs to a third party and the subsequent cancellation thereof as well as evaluation of legal notice (now a civil suit) received from such third party ; (iii) review of intra-group transactions for the period commencing FY 2014-15 and ending on December 31, 2017; (iv) investments made in certain overseas funds by the overseas subsidiaries of the Company (i.e. Fortis Asia Healthcare Pte. Ltd, Singapore and Fortis Global Healthcare (Mauritius) Limited) ; (v) certain other transactions involving acquisition of Fortis Healthstaff Limited ("Fortis Heallhstaff ') from an erstwhile promoter group company, and subsequent repayment of loan by said subsidiary to the erstwhile promoter group company. The investigation report was submitted to the re-constituted Board in June 2018. The investigation noted certain significant findings in relation to past transactions concerning FHL and its subsidiaries with companies whose past promoters/ directors were known to/ connected with the erstwhile promoters of the Company. All such identified transactions were provided for by the Company in the financial statements for· the year ended March 31 , 2018. The investigation was subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers as described in their investigation report. II did not cover all related party transactions during the period under investigation. It was observed in internal correspondence within the Company that transactions with certain other entities have been referred to as related party transactions. However, no further conclusions could be drawn in this regard. (ii) Related party relationships as required under Ind AS 24 - Related Party Disclosures and the Companies Act, 2013 were as identified by the Management taking into account the findings and limitations in the Investigation Report and the information available with the Management. In this regard, in the absence of specific declarations from the erstwhile directors on their compliance with disclosures of related pa11ies, especially considering the substance of the relationship rather than the legal form, the related parties were identified based on the declarations by the erstwhile directors and the information available through the known shareholding pattern in the entities up to March 31, 2018. Therefore, the possibility could not have been ruled out that there may have been additional related parties whose relationship may not ~o0,\'th Cc1r. ( . -~ 3 _,,J - · ,._ ..... 0 (() ~ ~
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hosp ital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUD ITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 have been disclosed and, hence, not known to the Management. While such references could not be fully analyzed during the initial investigation, the nature of these references raised certain concerns. In order to overcome the above, additional procedures/ enquiries were initiated as below. 8. Add itional procedures/enq uiries by the reconstituted Board (i) The Company's Board of Directors initiated additional procedures/ enquiries of certain entities in the Group that were impacted in respect of the matters investigated by the external legal firm. Pending the additional procedures/ enquiries ("Additional Procedures/ Enqui ries") and since the investigation was subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers as described in their investigation report, as disclosed in the audited financial statements for the years ended March 31 , 2018, March 31 , 2019 and March 31 , 2020 certain audit qualifications were made in respect of FHL's financial statements for those financial years, as the statutory auditors were unable to comment on the nature of those matters, the provisions established thereof, or any further potential impact on the financial statements. In order to resolve the same, the Board mandated the management to undertake review of certain areas in relation to historical transactions for the period April 1, 2014 to September· 30, 2018 involving additional matters by engaging independent experts with specialized forensic skills to assist with the Additional Procedures/Enquiries and provide inputs and expert advice in connection therewith. The independent experts submitted their report which was discussed and considered by the Board in its meeting held on September 16, 2020. (ii) The Board noted that the Additional Procedures/Enquiries, prima facie, revealed further instances of payments made to the erstwhile promoter or to their directly or indirectly related parties including erstwhile promoter group entities which were potentially improper However, all of the amounts identified in the Additional Procedures/Enquiries had been previously provided for or expensed in the financial statements of FHL or its subsidiaries. There are no other improper transactions identified by the Additional Procedures/Enquiries or the management, which had not been expensed or provided. (iii) In connection with the potentially improper transactions, the Company has undertaken a detailed review of each case to assess the Company's legal rights and has initiated necessary action. C. Key findi ngs during the investigation by the externa l legal firm and duri ng the Add itiona l Procedures/Enquir ies by independent experts (i) Fortis Hospitals Limited (FHsL), a wholly owned subsidiary of the Company, had placed secured Short-Term Investments in the nature of Inter Corporate Deposits (ICDs) with three companies ('borrowers') aggregating to Rupees 49,414 lacs on July 1, 2017 for a term of 90 days. Further, FHsL received intimation that the borrowers became a part of the erstwhile Promoter Group with effect from December 15, 2017. These borrowers continued to be related parties until February 16, 2018. subsequent to which the shareholding of the erstwhile Promoter Group in the Company was reduced to 0.77%. In terms of agreements dated September 30, 2017, FHsL assigned the outstanding !CDs to a third party. Such assignment was subsequently terminated on January 5, 2018. On February 28, 2018, these ICDs were secured by way of a duly registered charge on the present and future assets of the Borrowers. I CDs aggregating lo Rupees 44,503 lacs including interest accrued thereon of Rupees 4,260 lacs calculated up to March 31, 2018 remained outstanding. In view of the uncertainty in realisability of the security and/or collection of the amounts, the outstanding amount was fully provided during the year ended March 31 , 2018. The Investigation Report indicated that the placement of the ICDs, including the method of such placement, their subsequent assignment and the cancellation of such assignment were done without following the normal treasury operations and treasury mandate; and without specific authorization by the Board of FHsL. (Also refer note 10 on SEBI Order) As per the Additional Procedures/Enquiries by independent expe1is, the borrowers were potentially linked lo the erstwhile promoters and also potentially linked to each other_ FHsL has filed a civil suit on August 26, 2019 for recovery of Rupees 52,019 lacs before Hon'ble Delhi High Court against the Borrowers and few other entities which is pending adjudication. Further, in the complaint filed with the Economic Offence Wing, New Delhi (EOW) in November 2020 for certain other matters as mentioned subsequently, reference has been made of certain queries being put by SFIO in relation to this transaction, and the Company having responded thereto. A First Information Report (FIR) was registered by EOW in July 2021 w.r.t. the above complaint. The investigation is underway. (ii) The Company had paid security deposits and advances aggregating to Rupees 2,173 lacs in the financial year 2013-14 lo a private company ("Lessor") towards lease of office space_ Due to delays in obtaining occupancy certificate (OC), the lease agreement I MOUs were either terminated by the Company or expired during the financial year 2017-18. The amounts outstanding from the Lessor as 011 March 31, 2018 aggregated lo Rupees 2,173 lacs. Additionally, expenditure aggregating to Rupees 2,570 lacs was incurred towards capital work-in-progress on the premises proposed to be take on ~o\\.hCqr. (. -~ 3 .... - . ... a; t Q -k
Page 15
FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospi tal, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 tease from the Lessor, which is also being claimed from the Lessor pursuant to the aforesaid termination. The Company has issued legal notice demanding the outstanding. Lessor responded to the notice of the Company for amicable resolution, which has not yet yielded any results. Further, Company has filed claim before Interim Resolution Professional (IRP) appointed by NCL Tin a matter filed by one of creditors of Lessor. I RP is currently adjudicating the claims of various creditors of the Lessor including that of the Company. NCL T has approved the Resolution Plan. The Resolution Professional admitted the claim of the Company as other creditors and in accordance with the terms of Resolution Plan decided that the payment made to the Company shall stand as Nil. In view of t11e facts stated above and the uncertainty in the ultimate recovery of the aforesaid balances, the Company had recorded provisions aggregating to Rupees 4,743 lacs in the Standalone Financial Results for the year ended March 31, 2018. SFIO has sought information in respect of this t1·ansaction and the same has been duly provided by the Company. Further, as stated above, a complaint has been filed with the EOW in November 2020 by the Company for certain other matters in which a reference has been made to such SFIO enquiries as well as to the Company's responses thereto and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. The investigation is underway. (iii) FHsL, a wholly owned subsidiary of the Company, had advanced moneys to an entity towards acquisit ion of property in Mumbai in financial year 2013-14 which did not materialize. Of the total advance of Rupees 10,000 lacs, balance of Rupees 2,375 lacs was outstanding to be received back. Post-dated cheques received from the entity were dishonoured, and FHsL initiated legal proceedings in this regard. FHsL had accrued for the interest amounting to Rupees 174 lacs up to March 31, 2018 on the advance for the purpose of including the same in the legal claim on the entity. However, in line with applicable accounting norms, interest thereon for the period subsequent lo March 31, 2018 was not accrued considering the uncertainties around ultimate realization of the amounts. In view of the facts stated above and the uncertainty in the ultimate recovery of the aforesaid balances, the Group had recorded provisions aggregating to Rupees 2,549 lacs towards the amounts due, including interest, in the year ended March 31, 2018. One of the directors of the entity, post summoning in the legal proceedings initiated by the Company has settled disputes for himself and the entity by paying t 2,300 lacs during the year ended March 31 , 2020 towards full and final settlement. Considering full and final settlement already done and the transaction having been legally concluded no further action is being taken. (iv) During the year ended March 31, 2018, the Company through its subsidiary (i.e. Escorts Heart Institute and Research Centre Limited ("EHIRCL")), purchased further 71% equity interest in Fortis Heallhstaff Limited("Healthslaff') at an aggregate consideration of Rupees 3.46 lacs from erstwhile promoter group companies. Subsequently, EHIRCL advanced a loan to Healthstaff which was used to repay the outstanding unsecured loan amount of Rupees 794.50 lacs to an erstwhile promoters group company. Certain documents suggest that the loan repayment by Healthstaff and some other payments to the erstwhile promoter group company may have been ultimately routed through various intermediary companies and used for repayment of the ICDs /vendor advance to FHsL / Company. Further, Healthstaff was not in a position to repay loan to the erstwhile promoter group company. EHIRCL also could not directly takeover the loan, as EHIRCL (holding 29%) could not have taken over the burden of the entire debt of Healthstaff. Therefo re, this transaction was in a way to help the erstwhile promoter group companies (71% shareholders) to avoid making payment for its share, and place EHIRCL in a situation where ii would find it hard to recover from its own now wholly owned subsidiary. Further, the said loan advanced by EHIRCL to Healthstaff was impaired in the books of account of EHIRCL due to anticipated chances of non-recovery during the year ended March 31 , 2019. Complaint has been filed in this regard, with the EOW in November 2020 against erstwhile promoters/ erstwhile promoters Group Company and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. The investigation is underway. (v) During the year ended March 31 , 2018, the Company through its subsidiary (i.e. Fortis Hospitals Limited ("FHsL")), purchased further 51 % equity interest in Fortis Emergency Services Limited (FESL) al an aggregate consideration of Rupees 0.255 lacs from erstwhile promoter group company. Subsequently , FHsL advanced a loan to FESL, which was used to repay the outstanding unsecured loan amount of Rupees 215 lacs to an erstwhile promoter group company. Certain documents suggest that the loan repayment by FESL and some other payments to the erstwhile promoter group company may have been ultimately routed through various intermediary companies and used for repayment of the ICDs /vendor advance to FHsL / Company. Further, FESL was not in a position to repay loan to the erstwhile promoter group company. FHsL also could not directly takeover the loan, as FHsL (holding 49%) could not have taken over the burden .:i::00\\hC<)r, (.. -~ 3 .;,J - 0 0 ~ ~ *
Page 16
FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital , Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 of the entire debt of FESL. Therefore, this transaction was in a way to help the erstwhile promoter group company (51% shareholders) to avoid making payment for its share, and place FHsL in a situation where it would find it hard to recover from its own now wholly owned subsidiary Further, the said loan advanced by FHsL to FESL was impaired in the books of account of FHsL due lo anticipated chances of non-recovery. Complaint has been filed with the EOW in November 2020 against erstwhile promoters / erstwhile promoters group company and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. The investigation is underway. (vi) Remuneration to ex-chairman The Company having considered all necessary facts and taking into account external legal advice, had on June 27, 2018 decided to treat as non-est the Letter of Appointment dated September 27, 2016, as amended, ("LoA") issued lo the erstwhile Executive Chairman of the Company in relation to his role as 'Lead: Strategic Initiatives' in the Strategy Function. Since the LoA was treated as non-est, the Company received legal advice from its counsels that the amount paid under the aforesaid LoA (amounting to Rupees 1,768 lacs) appears to be an arrangement designed to circumvent the managerial remuneration limits under Section 197 of the Companies Act, 2013 read with relevant Central Government approvals and thus was wrongfully paid. Thus, as per the legal advice, the payments made to him under this LoA for the role of 'Lead: Strategic Initiatives' ought to be considered and characterized as payments which are in the nature of managerial remuneration, as regulated and governed in section 197 of the Companies Act, 2013. An amount of Rupees 234 lacs that was reimbursed in relation to expenses incurred was in excess of the amounts approved by the Central Government under Section 197 of the Companies Act, 2013.Accordingly, the Company sent a letter to the erstwhile Executive Chairman seeking refund of the excess amounts paid to him over and above the managerial remuneration limit, as specified under the Companies Act, 2013 read with the relevant government approvals in this regard. The erstwhile Executive Chairman sent a notice to the Company claiming Rupees 4,610 lacs as allegedly due to him under the employment agreement. The Company replied to the same through its legal counsel denying any liability and stated that the demand was not payable being illegal. Subsequently, Company filed a complaint against the erstwhile Executive Chairman before EOW. The Company has received back vehicles which were being used by him. However, IT assets and excess amounts paid are yet to be received. In view of the above, the amounts paid to him under the aforesaid LoA and certain additional amounts reimbursed in relation to expenses incurred (in excess of the amounts approved by the Central Government under section 197 of the Companies Act 2013 for remuneration & other reimbursements), aggregating to Rupees 2,002 lacs was recognized as recoverable in the Standalone Financial Results of the Company for the year ended March 31, 2018. However, considering the uncertainty involved on recoverability of the said amounts, a provision of Rupees 2,002 lacs was made in the Standalone Financial Results for the year ended March 31, 2018. The Company has filed a complaint against the erstwhile Executive Chairman before EOW on account of both of the above payments and EOW is investigating the matter. An addendum to the complaint already filed with the EOW has been filed in November 2020 with the EOW including certain other findings during Additional Procedures/Enquiries by independent experts as below: (a) Payments were made to the erstwhile Executive Chairman from a foreign wholly owned subsidiary of the Company as one-time bonus in February 2016 of equivalent Rupees 846 lacs and managerial remuneration was paid for the period January 2016 to May 2016, amounting to equivalent ~ 349 lacs. Further, remuneration paid in excess of Central Govt. approval by the Company for FY 2014-15 & FY 2015-16 amounting to Rupees 528 lacs was refunded by erstwhile executive chairman in March 2016 to FHL. It is possible that the amounts recovered towards excess remuneration paid from the company to erstwhile executive chairman of Rupees 528 lacs was compensated through the foreign wholly owned subsidiary. (b) Payments were made to an erstwhile promoter entity from another foreign wholly owned subsidiary of the Company under an investment advisory agreement amounting to equivalent Rupees 344 lacs for the period June 2016 to September 2016. However, there was nothing on record to suggest that any services were rendered by the erstwhile promoter entity under this agreement. (vii) During the financial year 2014-15, the Company through its subsidiary (i.e. Fortis Hospitals Limited ("FHsL")), acquired 100% stake in Birdie & Birdie Realtors Pvt; Ltd. ("Birdie") from certain persons related to the erstwhile promoters, wherein Rupees 12,275 lacs were paid towards ICDs at a rate of interest of 14% per annum and Rupees 7,725 lacs were paid for the shares acquired. The total enterprise value of Birdie was projected at Rupees 20,000 lacs based on the valuation report of land and building by an independent valuer. However, the equity valuation of Rupees 7,725 lacs was arrived based on a land and building valuation report by another valuer of Rupees 23,700 lacs and on assumption that the Land has to be sold in 6-8 months, which in reality did not happen. Also, the "subject property photographs" used in the mentioned two valuation reports were identical. Also, the I CD's of Rupees 12,275 lacs were utilized to repay/replace the then existing debts including that of erstwhile promoters and person/entities related/known ~o0,\thca,.~ ~. -~ =J ~ -· \- -. .. 0 (l) ~ ~
Page 17
FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hosp ital, Sector 62 Phase - VIII, Mohali • 160062 STATEM ENT OF UNAUDITED STANDALO NE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 lo the erstwhile promoters. It is possible that the erstwhile promoters acted in order to make excess money to repay the loans availed by Birdie from them, persons related lo them and entities related/known to them. There have been certain queries raised on this transaction by the SFIO. The Company has responded lo the said queries. Further, in the above referred Complaint filed with the EOW in November 2020 against erstwhile promoters, SFIO enquiries and the Company's responses have been mentioned and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. Investigation is underway. Enforcement Directorate is also investigating into the allegations made in the said FIR. (viii) The Company through its overseas subsidiaries [i.e. Fortis Asia Healthcare Pie. Ltd, Singapore and Fortis Global Healthcare (Mauritius) Limited] made investments in Global Dynamic Opportunity Fund, an overseas fund. II was observed in the earlier investigation that there were significant fluctuations in the NAV of the investments during a short span of time. Further, in the internal correspondence within the Company, investments in the overseas funds have been referred to as related party transactions. During year ended March 31, 2018, investments held in the Global Dynamic Opportunity Fund were sold al a discount of 10%. There is no further finding in additional procedures/enquiries by independent experts on this matter. Further, the investigation by the external legal firm done also mentioned that it appeared that GOOF was not related to Fortis based on the procedures performed by them. Accordingly, no further action is being taken. (ix) In respect of certain other matters found during the Additional Procedures/Enquiries by independent experts no actions were recommended since there were no sufficient evidences on those matters. However, there is no impact of those matters on the financials. (D} Based on investigation carried out by the external legal firm and the additional procedures/enquiries by independent experts, all identified/required adjustments/provisions/disclosures have been made in the standalone financial results of the Company. The Company has also submitted findings of the Investigation Report of the external legal firm and the additional procedures/ enquiries by independent experts lo the relevant regulatory authorities. Further, on relevant aspects, the Company has also filed a complaint with the EOW against the erstwhile promoters/ erstwhile promoter group companies and EOW is investigating the matter. Recovery /claim proceedings have also been initiated in the matters where action was recommended by the legal counsels. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. Therefore, with this conclusion, the initial investigation, which was subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers has been addressed through the additional procedures/enquiries by independent experts. In addition, the current Board had initiated specific improvement projects to strengthen the process and control environment. The projects included revision of authority levels, both operational and financial and oversight of the Board, review of Financial Reporting processes, assessment of secretarial documentation w.r.t compliance with regulatory requirements and systems design & control enhancement for which the assessment work was done and corrective action plans were implemented. Accordingly, the Board has taken necessary actions in consultation with the legal counsels in this regard. The investigations in so far as these issues involving the erstwhile promoters/ erstwhile promoter group companies is concerned are still pending with the regulatory authorities. The management of the Company also believes that if any action is initiated by regulatory authorities against the Company, the same should not have a significant material impact on the Company as all items which may have financial impact have already been provided for in earlier years. The Company would fully co-operate with the regulatory authorities in this regard. 10. Matters in relation to Regulatory Authorities: (a) In the above backdrop, during financial year 2D17-18 the Company received a communication from the Securities and Exchange Board of India (SEBI), confirming that an investigation has been instituted by SEBI in the matter of the Company. In the said letter, SEBI required the Company under section 11 C (3) of the SEBI Act. 1992 to furnish certain information and documents relating to the shori-terrn investments of Rupees 473 Crores reported in the media. SEBI had appointed forensic auditors to conduct a forensic audit, of collating information from the Company and certain of its subsidiaries. The Company / its subsidiaries furnished requisite information and documents requested by SEBI. In furtherance of the above, subsequently on October 17, 2018 SEBI passed an ex-parte Interim Order ("Interim Order"} whereby it observed that certain transactions were structured by some identified entities over a certain duration, and undertaken through the Company, which were prima facie fictitious and fraudulent in nature and which resulted in inter alia diversion of funds from the Company for the ultimate benefit of the erstwhile promoters (and certain entities controlled by them) and misrepresentation in financial statements of the Company. Further, it inter a/ia directed the Company to take all necessary step 1Hec ver Rupees 40,300 lacs along with due interest from O ~\l1Cqr(:) ~ (.. (I) 3 ·.;;. -· .... ;; 0 -Q :v' *
Page 18
FORTIS HEALTHCARE LIMITED GIN: L85110P81996 PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali -160 062 STATEMENT OF UNAUDITED STANDA LONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 erstwhile promoters and various other entities, as mentioned in the Interim Order. More importantly, the said entities had also been directed to jointly and severally repay Rupees 40,300 lacs along with due interest to Company within three months of the Interim Order. Incidentally, the Interim Order also included FHsL as one of the entities directed to repay the due sums. Pursuant to this, FHsL's beneficial owner account had been suspended for debits by the National Securities Depository Limited and Central Depository Services (India) Limited. Further, SEBI had also directed the said entities that pending completion of investigation and till further order, they shall not dispose of or alienate any of their assets or divert any funds, except for the purposes for meeting expenses of day-to-day business operations, without the prior permission of SEBI. Erstwhile-promoters were also directed not to associate themselves with the affairs of the Company in any manner whatsoever, till further direclions. The Company and its wholly owned subsidiary i.e. Fortis Hospitals Limited (FHsl ) had then filed applications for modification of the Interim Order, for deletion of name of FHsL from the list of entities against whom the directions were issued. Pursuant to this SEBI, vide order dated December 21, 2018, modified its previous Interim Order dated October 17, 2018 deleting FHsL from the list of entities against whom the Interim Order was directed. Pursuant to this, the suspension order by National Securities Depository Limited for debits in beneficial owner account of FHsL was accordingly removed. Vide Order dated March 19, 2019, ("Confirmatory Order") SEBI confirmed the directions issued vide ad interim ex-parte order dated October 17, 2018 read with order dated December 21 , 2018, till further orders. SEBI also directed the Company and FHsL to take all necessa1y steps to recover Rupees 40,300 lacs along with due interest from erstwhile-promoters and various other entities, as mentioned in the Interim Order. The Company and FHsl had filed necessa,y applications in this regard including an application with the Recovery Officer, SEBI, under Section 28A of the Securities and Exchange Board of India Act 1992, for the recovery of the amounts owed by the erstwhile-promoters and various other entities to the Company and FHsL. SEBI vide its letter dated June 14, 2019 stated that provisions of Section 28A of SEBI Act, 1992 cannot be invoked at this stage hence, Company and FHsl may take necessary steps to comply with SEBl's direction. Accordingly , FHsl has filed a civil suit for recovery of Rupees 52,019 lacs before Hon'ble Delhi High Court against the parties, named in the orders passed by SEBI. The Investigation Report of the external legal firm was submitted by the Company to the SEBI and SFIO on June 12, 2018. Further, the Company has submitted a copy of the complaint filed with the EOW and a copy of the report of the additional procedures/ enquiries done by the independent expert to SEBI and SFIO on November 10, 2020. By an order dated November 12, 2020, SEBI revoked its Interim orders read with Confirmatory Order qua Best Healthcare Pvt. Ltd., Fern Healthcare Pvt. Ltd. and Medland Wears Pvt. Ltd. and directed that the ongoing proceedings against them be substituted with adjudication proceedings . The order expressly clarified that the Company and FHsl were at liberty to pursue remedies under law, as deemed appropriate by them, against the abovementioned entities in respect of their role in the diversion of funds. 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 Pie. Ltd.) assumed control of the Company pursuant to a preferential allotment which was approved by both the Competition Commission of India and SEBI which approved the open offer 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 April 19, 2022 w.r.t SCN -1 directing the Company & FHsL to pursue the measures taken to recover the amount of Rupees 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 has imposed a penalty of Rupees 100 lacs and Rupees 50 lacs on Company and FHsL respectively. The Company and FHsL filed an appeal against the order dated April 19, 2022 before Hon'ble Securities Appellate Tribunal, Mumbai. On August 25, 2022, SEBI filed its affidavit in reply in the matter. Thereafter. the Company and FHsL filed a rejoinder to SEBl's reply. Appeal is pending adjudication. The Company & FHsL have deposited Rupees 50 lacs and Rupees 25 lacs respectively with Hon'ble Securities Appellate Tribunal, Mumbai.
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hosp ital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED STANDALON E FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 On April 09, 2021, SEBI issued another Show cause notice (SCN-2) to various notices including Escorts Heart Institute and Research Centre Limited ("EHIRCL"). In the said SCN-2, with respect to EHIRCL, it was alleged that Rupees 56,700 Lacs 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 SCN-2 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 yeai- 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 SCN-2, 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 39,712 Lacs 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. SEBI w.r.t SCN-2 passed an order dated May 18, 2022 imposing penalty against several erstwhile promoters entities and certain individuals. Based on the aforesaid allegations and actions taken by the Company against the erstwhile promoters and related entities, it had also imposed a penalty of Rupees 100 lacs on EHIRCL. EHIRCL filed an appeal against the order dated May 18, 2022 before Hon'ble Securities Appellate Tribunal, Mumbai. SEBI filed its response to which EHIRCL filed a rejoinder. Appeal is pending adjudication. EHIRCL has deposited Rupees 50 lacs with Hon'ble Securities Appellate Tribunal, Mumbai. The Board of Directors continue to be fully committed to fully co-operating with the relevant regulatory authorities to enable them to make a determination on these matters and to undertake remedial action, as may be required, and to ensure compliance with applicable laws and regulations. In the aforesaid context, proper and sufficient care has also been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities on a going forward basis. (b) During year ended March 31, 2018, the Registrar of Companies (ROC) under section 206(1) of the Companies Act, 2013, inter alia, had also sought information in relation to the Company. All requisite information in this regard was duly shared by the Company with the ROC. (c) The Serious Fraud Investigation Office (SFIO) of the Ministry of Corporate Affairs, under section 217(1)(a) of the Companies Act, 2013, inter alia, initiated an investigation and is seeking information in relation to the Company, its subsidiaries, joint ventures and associates. The Company is submitting requisite information in this regard with SFIO, as requested from time to time. The outcome of the SFIO investigation cannot be ascertained as of now keeping in view the present stage of the investigation. The Company is fully co-operating with the regulators in relation to the ongoing investigations lo enable them to make their determination on these matters. Based on management's analysis, a provision has been made and recognised in the quarter ended March 31 , 2021 for any contingency that may arise from the aforesaid issues. This is not to be regarded as admission in any manner whatsoever by the Company of any of the violations, as alleged by any of the authorities or otherwise, against it. Further, as per the management and in consultation with external legal counsel it is believed that the likelihood of additional impact, if any, is low and is not expected to be material. 11. Corporate Social Responsibility (CSR) activities of the Company and its subsidiaries during earlier years were carried out through Fortis Charitable Foundation (FCF) (erstwhile promoter entity) with whom dealings have been stopped. Amounts were paid by the Company and its subsidiaries to FCF for CSR activities. FCF was required to utilize the money so received strictly in various CSR programs. However, there are unutilized amounts lying with FCF which have not been spent and neither refunded by FCF despite several reminders and notices. Accordingly, civil recovery action has been initiated for recovery of the unutilized amount of Rupees 61 lacs. 12. The Company is primarily engaged in the business of healthcare services which is the only reportable segment as per Ind AS 108 - 'Operating Segments'.
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEME NT OF UNAUDITED STANDA LONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 13. During the earlier years, a Compos ite Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 whicl1 provides for merger of Fortis Emergency Services Limited, Birdie & Birdie Realtors Private Limited, Fortis Health Management (East) Limited and Foriis Cancer Care Limited with Fortis Hospitals Limited (FHsL) ("Scheme") (one of the wholly owned subsidiaries of the Company), was approved by the Board of Directors and Shareholders of the Holding Company, subject to requisite approval(s). The petitions filed in this regard have been heard and argued before the respective Benches of the National Company Law Tribunal (NCL T) at Delhi and Chandigarh, and the orders in the matter have been reserved by the Hon'ble Tribunals, pending pronouncement. 14. The healthcare business operates inter alia within two categories of entities within the Fortis Group i.e. operations entities and establishment entities. In order lo consolidate the operations entities and establishment entities such tl1at both operations and establishment of a hospital are housed in same entity, the Board of Directors of the Company consented to the demerger of certain healthcare operations from the operations entities into the establishment entities, which was also subsequently approved by the shareholders of the Company. During the financial year ended on March 2024, the Board of Dir·ectors of the respective Companies also approved this intra group restructuring by way of a Composite Scheme of Arrangement. The scheme has been allowed by Hon'ble National Company Law Tribunal- Delhi on May 09, 2025 and by the Hon'ble National Company Law Tribunal- Chandigarh on July 30, 2025. The certified copy of NCL T order for scheme was filed with Registrar of Companies (ROC) on September 01 , 2025 and the scheme is now effective. 15. During the financial year ended on March 31, 2024 the shareholders of the Company approved "to sell, transfer, and dispose of the entire business operations" of Fortis Mohali Hospital situated at Mohali, Punjab ("Foriis Mohali Hospital") as housed in the Company's subsidiary Escorts Hean and Super Speciality Hospitals Limited (EHSSHL), together with all the related assets and liabilities (including for clarity, the land on which the Fortis Mohali Hospital is situated along with the hospital building constructed thereupon) as a going concern on a slump sale basis, to the Company, for a consideration of Rupees 29,710 lacs. Further, the shareholders of the Company also approved to sell, transfer and dispose of all that piece and parcel of vacant land adjacent to Fortis Mohali Hospital as housed in the Company's subsidiary International Hospitals Limited (IHL) to the Company, for a consideration of Rupees 11,572 lacs. During the quarter ended March 31 , 2025, post necessary regulatory approvals the transaction for disposal of the said vacant land from IHL to the Company was consummated. Further during the previous year ended March 31, 2025, EHSSHL and the Company entered into a Business Transfer Agreement ("BTA") in relation to the aforesaid proposed transaction and the Company paid an amount of Rupees 28,210 lacs as advance purchased consideration to EHSSHL subject to the terms and conditions of the BTA. During the current year, the transaction has been consummated with final consideration of Rupees 29,710 lacs. Hospital and Medical Service Agreement (HMSA) between the Company and EHSSHL stands terminated. Consequent to the termination of the HMSA , during the previous quarter the company recognised an other income of Rs. 2,217.77 lacs due to reversal of lease liability (net). 16. During the current quarter the Company has entered into a operation and maintenance service ("O&M Services") agreement with Gleneagles Healthcare India Private Limited, a subsidiary of IHH Healthcare Berhad, to manage the operations of five hospitals and one clinic effective July 23, 2025. Date : November 11, 2025 Place : Gurugram For and on beha lf of the Board of Directors Dr. Ashutosh Raghuvanshi Managing Dire ctor & CEO DIN: 02775637 ~✓
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BS R & Co. LLP Chartered Accountants Building No. 10, 12th Floor, Tower-C DLF Cyber City, Phase - II Gurugram - 122 002, India Tel: <t-91 124 719 1000 Fax: +91 124 235 8613 Limited Review Report on unaudited consolidated financial results of Fortis Healthcare limited for the quarter ended 30 September 2025 and year to date results for the period from 01 April 2025 to 30 September 2025 pursuant to Regulation 33 and Regulation 52(4) read with Regulation 63 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended To the Board of Directors of Fortis Healthcare Limited 1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Fortis Healthcare Limited (hereinafter referred to as "the Parent"), and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group") and its share of the net profit after tax and total comprehensive income of its associates and joint ventures for the quarter ended 30 September 2025 and year to date results for the period from 01 April 2025 to 30 September 2025 ("the Statement"), being submitted by the Parent pursuant to the requirements of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). 2. This Statement, which ls the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 ulnterim Financial Reporting" nnd AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and In compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the listing Regulations. Our responsibility ls to express a conclusion on the Statement bas~d on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 HReview of Interim Financial Information Performed by the Independent Auditor of the Entityn, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified ln an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the following entitles: Parent: Fortis Healthcare Limited Subsidiaries: (i) Escorts Heart Institute and Research Centre Limited (ii) Fortis Hospitals Limited (iii) Fortis Asia Healthcare Pte Limited (iv) Fortis Healthcare International Limited (v) Fortis Global Healthcare (Mauritius) Limited (vi) Fortis Malar Hospitals Limited (vii) Fortis Healthcare Research Foundation (Formerly known as Malar Stars Medicare Limited) ~ 5, R & Co j a partnetsl\ls:, rlfll'I >M~J'I lt,egi$,trarion No BA,112'31 Cl)rtverfed i r,to B 5 R & Co. LlP (a Limit•d Liability Partnf!rdtip ~ill\ LLP Rql!.tn,tion ND, AAeJ,8181.) <NICh. •ffect from October 14. 20U 14th Floor. C•M,11 8 Wini and NCJrlh C Wine. N11e,o, JT Park 4, Ne-soo Centet. Western bgrt11 tU1h~, GoreJ:aon jUsd, Mumbl,j • 400063 Page 1 of 4
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BS R & Co. LLP (viii) Fortis Hea lthstaff limited (ix) Fortis Cancer Ca re Limited (x) Adayu Mindfulness Limited (xi) Fortis Health Management (East) limited (xii) Hiranandani Healthcare Private Limited (xiii) Agilus Diagnostics Limited (xiv) Agilus Pathlabs Private limited (xv) Agilus Pathlabs Reach Limited (xvi) Agilus Diagnostics FZ-LLC (xvii) Birdie and Birdie Realtors Private Limited (xviii) Stellant Capital Advisory Services Private Limited (xix) RHT Health Trust Manager Pte Limited (xx) Fortis Emergency Services Limited (xxi) Fortis Hospotel Limited (xxii) Escort Heart and Super Speciality Hospital Limited (xxiii) International Hospital Limited (xxiv) Hospitalia Eastern Private Limited (xxv) Fortis Health Management limited (xxvi) Medical Management Company Limited (xxvii) Mena Healthcare Investment Company Limited (xxviii) DDRC Agilus Path labs Limited (xxix) Artistery Properties Private limited Joint ventures: (i) Fortis Cauvery (ii) Fortis C- Doc Healthcare limited (iii) Agilus Diagnostics (Nepal) Private Limited Associates: (i) Lanka Hospltals Corporate Pie (ii) RHT Health Trust Limited Review Report (Continued} Fortis Healthcare Limited Page 2 of4
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8 SR & Co. LLP Limited Review Report (Continued) Fortis Healthcare limited S. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared ln accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations, including the manner in which It Is to be disclosed, or that it contains any materia I misstatement. 6. We draw attention to the following notes in the Statement: a. Note 8 and 9 of the Statement which deal with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on Fortis Healthcare Limited and its subsidiaries ("the Group") 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 non-compliances 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 Parent has launched legal proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entitles 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 additional impact, to the extent it can be reliably estimated as at present, is not expected to be material. b. Note 13(A) of the Statement relating to the order dated 22 September 2022 of the Hon'ble Supreme Court whereby it has directed the Hon'ble High Court of Deihl Inter alla that it may also consider Issuing appropriate process and appointing forensic auditor(s) to analyse the transactions entered into between the Parent and RHT Health Trust and other related transaction. The above mentioned Note also states that the Hon'ble Supreme Court has observed that prima fade, it appears to be acquisition of proprietary Interest of RHT Health Trust by the Parent are to subserve the business structure of the Parent. Our conclusion is not modified ln respect of the above matters. Page 3 of 4
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BS R & Co. LLP Limited Review Report {Continued} Fortis Healthcare Limited 7. The Statement Includes the interim financial information of sixteen subsidiaries which have not been reviewed, whose Interim financial information reflects total assets (before consolidation adjustments) of Rs. 35,738 lacs and total revenues (before consolidation adjustments) of Rs. 927 lacs and 1,836 lacs, total net loss after tax (before consolidation adjustments) of Rs. 1,140 lacs and 2,251 lacs and total comprehensive loss (before consolidation adjustments) of R.s. 1,135 lacs and 2,248 lacs for the quarter ended 30 September 2025 and for the period from 01 April 2025 to 30 September 2025 respectively, and cash inflows (netl(before consolidation adjustments) of Rs 333 lacs for the period from 01 Aprll 2025 to 30 September 2025 as considered In the Statement. The Statement also Includes the Group's share of net profit after tax of Rs. 368 lacs and Rs. 660 lacs and total comprehensive income of Rs. 368 lacs and Rs. 660 lacs for the quarter ended 30 September 2025 and for the period from 01 April 2025 to 30 September 2025 respectively as considered In the Statement, in respect of two associates and three joint ventures, based on their interim financial information which have not been reviewed. According to the information and explanations given to us by the Parent's management, these interim financial information are not material to the Group. Our conclusion Is not modified In respect of this matter. Gurugram 11 November 2025 ForBSR&Co. LLP Chartered Accountants Firm's Registration No.:101248W/W-100022 Rajesh Arora Portner Membership No.: 076124 UDIN: 2S076124BMRJXE1227 Page 4of4
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FORTIS HEALTHCARE LIMITED GIN: L85110PB1996PLC04 5933 Fort is Hospital , Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 (Rupees in lacs) Consolidated Quarte r ended Six months ended Year Particulars ended September June 30, September September September March 30,2025 2025 30,2 024 30,2025 30, 2024 31, 2025 Unaudited Unaudited Unaudited Unaudited Unaudited Audited 1. Revenue from operations 233,144 216,672 198,839 449,816 384,729 778,275 2. other income 2,258 1,540 1,324 3,798 2,625 6,694 3. Total income (1+2) 235,402 218,212 200,163 453,614 387,354 784,969 4. Expenses (a) Purchases of medical 54,784 51,786 46,576 106,570 92,108 183,807 consumable and dru~s (b) Changes in inventories of medical consumable and druqs (828) (376) (492) (1,204) (738) (788) (c) Employee benefits expense 31,662 31,275 29,032 62,937 58,571 11 6,724 (d) Finance costs 7,488 6,957 3,643 14,445 7,170 18,441 (e) Professional and consultation 49,392 46,110 40,883 95,502 80,231 163,062 fees to doctors (f) Depreciation and amortisation 10,584 10,148 9,505 20,732 18,605 38,561 expense (g) Other expenses 42,501 38,810 39,357 81 ,311 76,822 156,676 Total expenses 195,583 184,710 168,504 380,293 332,769 676,483 5. Net profit I (loss) from 39,819 33,502 31,659 73,321 54,585 108,486 continuing operations before share in profit I (loss) of assoc iates and joint ventures , exceptiona l items and tax (3-4) 6. Add: Share in profit of associate 368 292 423 660 482 1,152 companies and joint ventures 7. Net profit I (loss) before 40,187 33,794 32,082 73,981 55,067 109,638 exceptional items and tax (5+6) 8. Exceptional gain /(loss) (refer 2,353 1,263 note 6) (5,977) 3,616 (5,957) (8,934) 9. Profit / (loss) before tax from 42,540 35,057 26,105 77,597 49,1 10 100,704 continu inq operations (7+8) 10. Tax expense/ (credit) 9,658 8,379 6,797 18,037 12,404 19,766 11 . Net profit / (loss) for the 32,882 26,678 19,308 59,560 36,706 80,938 period from continuing operat ions (9-10) 12. Profit / (loss) before tax from - - - - - - discontinued operations 13. Tax expense of discontinued - - - - - - operations 14. Net profit / (loss) for the - - - - - - period from discontin ued operatio ns (12-13) 15. Net profit / (loss) for the 32,882 26,678 19,308 59,560 36,706 80,938 oerio d (1 1 +14) 16. Profit/ (los s) from conti nuing operations attributable to: Owners of the Company 32,192 26,028 17,646 58,220 34,242 77,421 Non-Controlling Interest 690 650 1,662 1,340 2,464 3,517
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 (Rupees in lacs) Consolidated Quarter ended Six months ended Year Particu lars September June 30, September ended September September March 30, 2025 2025 30, 2024 30, 2025 30, 2024 31, 2025 Unaudited Unaudited Unaudited Unaudit ed Unaudited Audited 17. Profit I (loss) from discontinuing operations attr ibutable to: Owners of the Company - - - - - - Non-Controlling Interest - - - - - - 18. Other Comprehensive 626 {45) (60) 581 (93) (352) lncome/(loss) (including OCI relating lo associates and joint venture) {after tax) 19. Other comprehens ive inco me/(loss) attributable to: Owners of the Company 621 (39) (61) 582 (81) (321) Non Controlling interest 5 (6) 1 (1) (12) (31) 20. Total comprehensive 33,508 26,633 19,248 60,141 36,613 80,586 income/( loss) (15+18) 21. Total comprehensive incorne/(loss) attributable to: Owners of the Company 32,813 25,989 17,585 58,802 34,162 77,100 Non-Controlling interest 695 644 1,663 1,339 2,451 3,486 22. Paid-up equity share capital 75,496 75,496 75,496 75,496 75,496 75,496 (Face Value Rupees 10 per Share) 23. other equity as per the audited 816,156 balance sheet 24. Earnings per equity share for continuing operations (not annualised) Basic earnings per share - In 4.26 3.45 2.34 7.71 4.54 10.26 Ruoees Diluted earnings per share - In 4.26 3.45 2.34 7.71 4.54 10.26 Rupees 25. Earnings per equity share for discontinued operations (not annualised) Basic earnings per share - In - - - - - - Ruoees Diluted earnings per share - In - - - - - - Rupees
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FORTIS HEAL TH CARE LIMITED GIN: L85110PB1996PLC045933 Fortis Hospital , Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIA L RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 /Rupees in lacs) Conso lidated Quarte r ended Six months ended Year ended Particulars September June 30, September September September March 30,2025 2025 30,2024 30,2025 30,2024 31, 2025 Unaudit ed Unaudited Unaudited Unaud ited Unaud ited Audited 26. Earnings per equity share from continuing and discontinued ooerations Basic earnings per share - In 4.26 3.45 2.34 7.71 4.54 10.26 Rupees Diluted earnings per share - In 4.26 3.45 2.34 7.71 4.54 10.26 Ruoees 27. Earnings before depreciation 57,891 50,607 44,807 108,498 80,360 165,488 and amortization expense, finance costs, exceptional items, tax expenses and share in profit /(loss) of associate companies and joint ventures (EBITDA) (Refer note 2) Notes to the results 1. The above unaudited Consolidated Financial Results of Fortis Healthcare Limited ("the Company") and its subsidiaries (Company and its subsidiaries together referred to as ''the Group"), its associates and its joint ventures for the quarter and six months ended September 30, 2025 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on November 11, 2025. The unmodified limited review report of the Statutory Auditors is being filed with BSE Limited and National Stock Exchange of India Limited. For more details on consolidated results, visit investors section of our website at www.fortishealthcare.com and Financial Results at Corporate Section ofwww.nseindia.com and www.bseindia.com. 2. The Group has presented Earnings before finance costs, tax, depreciation and amortisation expense (EBITDA) additionally in the financial results. In its measurement, the Group includes other income, but does not include depreciation and amortisation expense, finance costs, exceptional items, tax expense and share in profit/ (loss) of associates and joint ventures.
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FORTIS HEALTHCAR E LIMITED GIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 3. Segment Reporting The Group has presented healthcare and diagnostics as two separate reportable segments in accordance with Ind AS 108 - "Operating segments". IRuoees in lacs) Quarter ended Six months ended Year Ended S.No Parti culars September June 30, Septembe r September September March 31, 30 2025 2025 30 2024 30, 2025 30,2024 2025 Unaudited Unaudited Unaudited Unaudited Unaudited Audited 1 Segment value of sales and services (revenue from operations) - Healthcare 197,382 183,783 165,454 381 ,165 320,386 652,803 - Diagnost ics 39,963 36,882 37,245 76,845 7"1,598 140,674 Gross value of sales and services 237,345 220,665 202,699 458,010 391,984 793,477 Less : inter segment sales and services (4,201) (3,993) (3,860) (8,194) (7,255) (15,202) Revenue from operations 233,144 216,672 198,839 449,816 384,729 778,275 2 Segment results - Healthcare 37,566 33,327 28,860 70,893 51,334 107,081 - Diagnostics 7,483 5,593 5,133 13,076 7,811 13,152 Total segment profit/ (loss) before 45,049 38,920 33,993 83,969 59,145 120,233 interest and tax (i) Finance cost (7,488) (6,957) (3,643) (14,445) (7,170) (18,441) (ii) Exceptional items and unallocable 4,61 1 2,802 (4,668) 7,413 (3,347) (2,240) expendit ure (net of unallocable income) (iii) Share of profit / (loss) of associates 368 292 423 660 482 1,152 and joint ventures (net) Profit I (loss) before tax 42,540 35,057 26,105 77,597 49,110 100,704 3 Segment assets - Healthcare 1,123,945 1,028,950 963,093 1,123,945 963,093 992,895 - Diagnostics 220,139 212,581 212,676 220,139 212,676 211,230 - Unallocable assets 162,081 175,651 187,106 162,081 187,106 168,910 Total segment assets 1,506,165 1,417,182 1,362,875 1,506,165 1,362,875 1,373,035 Less : inter segment assets (4,880) (4,484) (3,193) (4,880) (3,193) (3,882) Total assets 1,501,285 1,412,698 1,359,682 1,501,285 1,359,682 1,369,153 4 Segment liabilities - Healthcare 171,095 138,196 310,124 171,095 310,124 140,986 - Diagnostics 42,018 43,772 45,028 42,018 45,028 44,435 - Unallocable liabilities 323,731 291,642 134,758 323,731 134,758 270,675 Total segment liabilities 536,844 473,610 489,910 536,844 489,910 456,096 Less : inter segment liabilities (4,880) (4,484) (3,193) (4,880) (3,193) (3,882) Tota l liabi lities 531,964 469,126 486,717 531,964 486,717 452,214
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 4. Statement of Assets and Liabilities (Rupees in lacs) Particu lars Consolidated As at As at September 30, 2025 March 31, 2025 Unaud ited Audited ASSETS Non-current assets (a) Property, plant and equipment 508,894 469,665 (b) Capital work-in-progress 30,607 40,391 (c) Right-of-use assets 150,999 115,150 (d) Goodwill 452,596 419,416 (e) Other intangible assets 57,605 38,147 (f) Intangible assets under development 204 263 (g) Investments accounted for using equity method 21,466 16,898 (h) Financial assets (i) Investments 12 12 (ii) Loans 314 229 (iii) Other financial assets 7,238 5,641 (i) Non current tax assets (net) 87,556 69,314 0) Deferred tax assets (net) 10,230 31,455 (k) Other non-current assets 7,516 15,436 Tota l non-current assets 1,335,237 1,222,017 Current assets (a) Inventories 12,734 11,530 (b) Financial assets (i) Investments 550 - (ii) Trade receivables 101,678 78,449 (iii) Cash and cash equivalents 10,117 13,972 (iv) Bank balances other than (iii) above 31,737 36,827 (v) Loans 297 175 (vi) Other financial assets 2,422 1,080 (c) Other current assets 6,513 5,103 Total current assets 166,048 147,136 Total assets 1,501,285 1,369,153 EQUITY AND LIABILITIES Equity (a) Equity share capital 75,496 75,496 (b) Other equity 867,410 816,156 Equity attr ibutab le to owne rs of the Company 942,906 891,652 Non-controlling interests 26,415 25,287 Total equity 969,321 916,939 Non-current liabilities (a) Financial Liabilities (i) Borrowings 242,539 208,572 (ii) Lease liabilities 50,346 22,560 (iii) Other financial liabilities 675 75
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANC IAL RESULTS FOR THE QUARTER AND SIX.MONTHS ENDED SEPTEMBER 30, 2025 (Rupees in lacs) Particulars Conso lidated As at As at September 30, 2025 March 31, 2025 Unaudited Audited (b) Provisions 17,752 16,292 (c) Deferred tax liabilities (net) 48,425 43,983 Total non-current liabilities 359,737 291,482 Current liabi lities (a) Financial liabilities (i) Borrowings 20,691 10,959 (ii) Lease liabilities 5,889 5,419 (iii) Trade payables -Total outstanding dues of micro enterprises and small 8,021 10,628 enterprises -Total outstanding dues of creditors other than micro enterprises 87,612 70,134 and small enterprises (iv) Other financial liabilities 31,448 38,018 (b) Provisions 5,877 5,898 (c) Current tax liabilities (net) 515 3,297 (d) Other current liabilities 12,174 16,379 Total current liabilities 172,227 160,732 Total liabi lities 531,964 452,214 Total equity and liabilities 1,501,285 1,369,153 5. Statement of Cash Flows: (Rupees in Lacs) Six months ended Particulars September 30, 2025 September 30, 2024 Unaudited Unaudited Cash flows from operating activities Profit before tax for the period 77,597 49,110 Adjustments for: Exceptional (gain}/ loss (net) (3,616) 5,957 Finance costs 14,445 7,170 Interest income (3,009) (2,329) Profit on disposal of property, plant and equipment (net) (93) (103) Unrealized gain arising on financial assets designated al FVTPL (15} - Allowance for doubtful trade receivables 2,339 2,809 Allowance for doubtful advances 152 93 Depred ation and amortisation expense 20,732 18,605 Provision for contingencies and litigation 179 498 Gain on sale of investment (26} (13) Share of profit of equity accounted investees (net of tax) (660) (482) Provisions/ liabilities no longer required written back (837) (800) Unrealised foreign exchange loss 117 15 107,305 80,530
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FORTIS HEALTHCA RE LIMITED CIN: L85110PB1996PLC045933 Forti s Hospit al, Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 (Rupees in Lacs) Six months ended Parti culars September 30, 2025 September 30, 2024 Unaudited Unaudited Working capital adjustments Increase in trade and other receivables (22,667) (19,316) Increase in inventories (950) (738) Increase in loans, other assets and other financial assets (8,480) (247) Increase in trade payables 12,868 12,198 Increase/ (decrease) in provisions 709 (354) Decrease in other liabilities and other financial liabilities (7,801) (6,666) Cash generate d from operations 80,984 65,407 Income taxes paid (net) (13,387) (12,267) Net cash generated by operating activities 67,597 53,140 Cash flows fro m investing activities Interest received 3,062 2,248 Maturity of bank deposits (net) 5,083 2,697 Payments for prope1iy, plant and equipment and intangible assets (59,594) (35,456) Proceeds from disposal of propeIi y, plant and equipment 142 164 Advance received against asset classified as held for sale - 291 Amount received back from Joint venture - 50 Purchase of current investment (17,521) (4,800) Proceeds from sale of current investment 16,997 4,813 Payment for acquisition for assets in business combinations (999) (1 ,445) Payment for business acquisition (refer note 20) (46,049) - Proceeds from disposal of assets held in subsidiary - 669 Dividends received from associate 231 - Net c.ish used in investing activities (98,648) (30,769) Cash flows from financing activities Proceeds from non-current borrowings 64,323 893 Principal payment of lease liabilities (2,556) (3,535) Repayments of non-current borrowings (28,106) (11,664) Proceeds from current borrowings (net) 4,891 425 Dividend Paid (7,755) (11,087) Interest paid (including interest on lease liabilities of Rupees 1,436 lacs (6,196) (6,573) (September 30, 2024 Rupees 1,300 lacs)) Net cash proce ed from/ (used in) fin ancing activities 24,601 (31,541) Effect of exchan ge rate changes 4 6 Net decrease in cash and cash equiv alents (6,446) (9,164) Cash and cash equivalents at the beginning of the period 9,991 16,966 Cash and cash equival ents at the end of the period 3,545 7,802
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FORT IS HEALTHCARE LIMITED GIN: L85110PB1996PLC045933 Fortis Hospita l, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUD ITED CONSO LIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 Cash and cash equivalent Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of assets and liabilities as follows : (Rupees in lacs) Six months ended Particulars Septemb er 30, 2025 September 30, 2024 Unaudited Unaudite d (a) Balances with banks - on current accounts 4,402 3,926 - deposits with original maturity of less than three months 5,107 22,180 (b) Cheques, drafts on hand 1 1 (c) Cash on hand 607 514 Cash and cash equivalents as per balanc e sheet 10,117 26,621 Bank overdrafts and cash credit facility (6,572) (18,819) Cash and cash equivalents as per statement of cash flows 3,545 7,802 6. Exceptiona l gain/ (loss) included in the above unaudited Conso lidated Financial Results include : ( Ru >ees in lacs Quarter Ended Six Months Ended Year Ended s. Particula rs September June 30, September September September March 31, No. 30, 2025 2025 30, .2024 30,2025 30 2024 2025 Unaudited Unaudited Unaudited Unaudited Unaudited Audited (a) (lmpairment)/Reversal of 2,353 1,263 (6,007) 3,616 (6,007) (7,434) impairment on investment in an associate Comoanv (b) Gain on sale of Richmond - - - - - 2,350 road Hospital (refer note 19) (c) Reversal of allowance of - - 30 - 50 88 interest accrued receivable from Fortis C-Doc Healthcare Limited (d) Impairment of property, - - - - - (3,938) plant and equipment (net of impairment reversall Net exceptiona l gain / 2,353 1,263 {5,977) 3,616 {5,957) (8,934) (loss)
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital , Sector 62 Phase -VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDA TED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 7. Additional info rmation pursua nt to requ irement of Regulati on 52(4) of the sec urities and Excha nge Board of India (Listing Obligations and Discl osure Requirements) Regulations 2015 as amended: Conso lidated Quarter ended Six months ended Year Sr. No. Particulars ended September June 30, September September Septembe r March 31, 30,2025 2025 30,2024 30,2025 30, 2024 2025 Unaudited Unaudited Unaud ited Unaudited Unaudite d Audited 1 Debt equity ratio 0.33 0.28 0.14 0.33 0.14 0.27 2 Debt service coverage 1.68 5.92 ratio* 6.23 2.51 3.24 3.88 3 Interest service coverage 7.78 7.32 ratio* 12.42 7.56 11.28 9.04 4 Current ratio 0.96 0.96 0.47 0.96 0.47 0.92 5 Long term debt to working 35.80 30.96 (0.59) 35.80 (0.59) (157.32) capital ratio Y Allowance for doubtful 6 receivables to account 1.19% 1.41% 1.08% 2.60% 3.95% 8.75% receivable ratio* 7 Current liability ratio 0.32 0.36 0.69 0.32 0.69 0.36 8 Total debts to total assets 0.21 0.19 0.09 0.21 0.09 0.18 9 Debtors turnover ratio• 2.42 2.56 2.61 4.99 5.41 10.99 10 Inventory turnover ratio* 4,38 4.39 4.10 8.69 8.22 16.44 11 Operating profit margin 24.04% 22.84% 22.09% 23.47% 20.37% 20.61% 12 Net profit margin 13.1 1% 11.76% . 12.72% 12.46% 11.1 1% 11.58% 13 Networth (Rs. in lacs)# 942,750 917,485 784,586 942,750 784,586 891,496 * Not annualised, except for the year ended March 31 , 2025. # Net worth as defined in subsection (57) of section 2 of the Companies Act, 2013. Formulae for computation of ratios are as follow : Sr. No. Particu lars Numerator Denom inato r 1 Debt equity ratio Debt consists of borrowings and lease liabilities Total equity Earning for Debt Service :;: Net Profit after taxes 2 Debi service coverage before exceptional gain/loss + Non-cash operating Debt service = Interest and lease ratio expenses+ Finance costs + Other non-cash payments + Principal repayments adjustments 3 Interest service coverage Profit before tax, exceptional items, depreciation, Finance costs ratio finance costs 4 Current ratio Total current assets Total current liabilities Long term debt to Current assets - current liabilities 5 Total long term debt including lease liabilities (excluding current maturities of long working capital ratio term borrowinos and lease liabilities) Allowance for doubtful 6 receivables to account Allowance for doubtful receivables Average trade receivables receivable ratio 7 Current liability ratio Total Current Liabilities Total Liabilities
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hosp ital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 Sr. No. Particulars Numera tor Denominator 8 Total debts to total assets Total debt including lease liabilities Total Assets 9 Debtors turnover ratio Revenue from operations (excluding liabilities no Average trade receivables lo11ger required written back) 10 lnve11torv turnover ratio Cost of ooods sold Averaqe lnventorv Profit before depreciation, interest , tax and Revenue from operations (excluding 11 Operating profit margin liabilities no longer required written exceptional items less other income back) Revenue from operations (excluding 12 Net profit margin Net Profil after tax before exceptional gain/loss liabilities no longer required written back) 8. Investigation initiated by the erstwhi le Aud it and Risk Manageme nt Committee : A. Background (i) During the year ended March 31 2018, there were reports in the media and enquiries from, inter alia, the stock exchanges received by the Company about certain inter- corporate loans given by a wholly owned subsidiary of the Company. The erstwhile Audit and Risk Management Committee of the Company decided lo carry out an independent investigation through an external legal firm on this matter. The terms of reference of the investigation, inter alia, comprised: (i) I CDs amounting to a total of Rupees 49,414 lacs (principal), placed by the Company's wholly-owned subsidiary, FHsl, with three borrowing companies as on July 1, 2017; (ii) the assignment of these I CDs to a third party and the subsequent cancellation thereof as well as evaluation of legal notice (now a civil suit) received from such third party ; (iii) review of intra-group transactions for the period commencing FY 2014-15 and ending on December 31, 2017; (iv) investments made in certain overseas funds by the overseas subsidiaries of the Company (i.e. Fortis Asia Healthcare Pie. Ltd, Singapore and Fortis Global Healthcare (Mauritius) Limited) ; (v) certain other transactions involving acquisition of Fortis Healthstaff Limited (''Fortis Healthstaff') from an erstwhile promoter group company, and subsequent repayment of loan by said subsidiary to the erstwhile promoter group company. The investigation report was submitted to the re-constituted Board in June 2018. The investigation noted certain significant findings in relation to past transactions concerning FHL and its subsidiaries with companies whose past promoters/ directors were known to/ connected with the erstwhile promoters of the Company. All such identified transactions were provided for by the Company in the financial statements for the year ended March 31 , 2018. The investigation was subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers as described in their investigation report. II did not cover all related party transactions during the period under investigation. It was observed in internal correspondence within the Company that transactions with certain other entities have been referred to as related party transactions. However, no further conclusions could be drawn in this regard. (ii) Related party relationships as required under Ind AS 24 - Related Party Disclosures and the Companies Act, 2013 were as identified by the Management taking into account the findings and limitations in the Investigation Report and the information available with the Management. In this regard, in the absence of specific declarations from the erstwhile directors on their compliance with disclosures of related parties, especially considering the substance of the relationship rather than the legal form, the related parties were identified based on the declarations by the erstwhile directors and the information available through the known shareholding pattern in the entities up to March 31, 2018. Therefore , the possibility could not have been ruled out that there may have been additional related parties whose relationship may not have been disclosed and hence, not known lo the Management. While such references could not be fully analyzed during the initial investigation, the nature of these references raised certain concerns. In order to overcome the above, additional procedures/ enquiries were initiated as below.
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 Fort is Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANC IAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 B. Addit ional procedures/enquiries by the reconstituted Board (i) The Company's Board or Directors initiated additional procedures/ enquiries of certain entities in the Group that were impacted in respect of the matters investigated by the external legal firm. Pending the additional procedures/enquiries ("Add itional Procedures/ Enquir ies") and since the investigation was subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers as described in their investigation report, as disclosed in the audited financial statements for the years ended March 31, 2018, March 31, 2019 and March 31, 2020 certain audit qualifications were made in respect of FHL's financial statements for those financial years, as the statutory auditors were unable to comment on the nature of those matters, the provisions established thereof, or any further potential impact on the financial statements . In order to resolve the same, the Board mandated the management to undertake review of certain areas in relation to historical transactions for the period April 1, 2014 to September 30, 2018 involving additional matters by engaging independent experts with specialized forensic skills to assist with the Additional Procedures/Enquiries and provide inputs and expert advice in connection therewith. The independent experts submitted their report which was discussed and considered by the Board in its meeting held on September 16, 2020. (ii) The Board noted that the Additional Procedures/Enquiries, prima facie, revealed further instances of payments made to the erstwhile promoters or to their directly or indirectly related parties including erstwhile promoter group entities which were potentially improper . However, all of the amounts identified in the Additional Procedures/Enquiries had been previously provided for or expensed in the financial statements of FHL or its subsidiaries. There are no other improper transactions identified by the Additional Procedures/Enquiries or the management which had not been expensed or provided. (iii) In connection with the potentialiy improper transaclions, the Company has undertaken a detailed review of each case to assess the Company's legal rights and has initiated necessary action. C. Key findings during the investigation by the external legal firm and during the Additional Procedures/Enquiries by independent experts (i) Fortis Hospitals Limited (FHsL), a wholly owned subsidiary of the Company, had placed secured Short-Term Investments in the nature of Inter Corporate Deposits {ICDs) with three companies ('borrowers') aggregating to Rupees 49,414 lacs on July 1, 2017 for a term of 90 days. Further, FHsL received intimation that the borrowers became a part of the erstwhile Promoter Group with effect from December 15, 2017. These borrowers continued to be related parties until February 16, 2018. subsequent to which the shareholding of the erstwhile Promoter Group in the Company was reduced to 0.77%. In terms of agreements dated September 30, 2017, FHsL assigned the outstanding I CDs to a third party. Such assignment was subsequently terminated on January 5, 2018. On February 28, 2018, these I CDs were secured by way of a duly registered charge on the present and future assets of the Borrowers. !CDs aggregating to Rupees 44,503 lacs including interest accrued thereon of Rupees 4,260 lacs calculated up to March 31, 2018 remained outstanding . In view of the uncertainty in realisability of the security and/or collection of the amounts, the outstanding amount was fully provided during the year ended March 31, 2018. The Investigation Report indicated that the placement of the I CDs, including the method of such placement, their subsequent assignment and the cancellation of such assignment were done without following the normal treasury operations and treasury mandate; and without specific authorization by the Board of FHsL. (Also refer note 9 on SEBI Order). As per the Additional Procedures/Enquiries by independent experts, the borrowers were potentially linked to the erstwhile promoters and also potentially linked to each other. FHsL has filed a civil suit on August 26, 2019 for recovery of Rupees 52,019 lacs before Hon'ble Delhi High Court against the Borrowers-and few other entities which is pending adjudication. Further, in the complaint filed with the Economic Offence Wing, New Delhi (EOW) in November 2020 for certain other matters as mentioned subsequently, reference has been made of certain queries being put by SFIO in relation to this transaction, and the Company having responded thereto. A First Information Report (FIR) was registered by EOW in July 2021 w.r.t. the above complaint. The investigation is underway. (ii) The Company and its subsidiary Agilus Diagnostics Limited ('Agilus') (Formerly Known as SRL Limited) had paid security deposits and advances aggregating to Rupees 2,676 lacs in the financial year 2013-14 and 2017-18 respectively, to a private company ("Lessor") towards lease of office space. Due to delays in obtaining occupancy certificate (OC), the lease agreement/MOUs were either terminated by the Company or expired during the financial year 2017-18. Agilus attempted to encash the cheques issued by the Lessor for refund of the advance paid but the same were returned unpaid. Additionally, expenditure aggregating to Rupees 2,843 lacs was incurred towards capital work-in-progress on the premises proposed to be taken on lease from the Lessor, which is also being claimed from the Lessor pursuant to the aforesaid termination. The Company had issued legal notice demanding the outstanding. The subsidiary, Agilus, had filed criminal complaint in Mumbai against the private company under Section 138 of the Negotiable Instruments Act wherein its Directors and authorized representatives were directed to appear before District Court. This complaint is sub-judice.
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 In view of the facts staled above and the uncertainty in the ultimate recovery of the aforesaid balances, the Group had recorded provisions aggregating to Rupees 5,333 lacs in the Consolidated Financial Results for the year ended March 31,2018 and a further provision of Rupees 186 lacs was made in respect of expenditure accrued during the quarter ended June 30, 2018. Further, Company and Agilus have filed their respective claims before Interim Resolution Professional (IRP) appointed by NCL T in a matter filed by one of creditors of Lessor. NCL T has approved the Resolution Plan. The Resolution Professional admitted the claim of the Company and Agilus as other creditors and in accordance with the terms of Resolution Plan decided that the payment made lo the Company shall stand as Rupees nil. SFIO has sought information in respect of this transaction and the same has been duly provided by the Company. Further, as stated above, a complaint has been filed with the EOW in November 2020 by the Company for certain other matters, in which a reference has been made to such SFIO enquiries as well as to the Company's responses thereto and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. The investigation Is underway. (iii) FHsL, a wholly owned subsidiary of the Company, had advanced moneys to an entity towards acquisition of property in Mumbai in financial year 2013-14 which did not materialize. Of the total advance of Rupees 10,000 lacs, balance of Rupees 2,375 lacs was outstanding to be received back. Post-dated cheques received from the entity were dishonoured, and FHsL initiated legal proceedings in this regard. FHsL had accrued for the interest amounting to Rupees 174 lacs up to March 31 , 2018 on the advance for the purpose of including the same in the legal claim on the entity. However, in line with applicable accounting norms, interest thereon for the period subsequent to March 31, 2018 was not accrued considering the uncertainties around ultimate realization of the amounts. In view of t11e facts stated above and the uncertainty in the ultimate recovery of the aforesaid balances, the Group had recorded provisions aggregating to Rupees 2,549 lacs towards the amounts due, including interest, in the year ended March 31,2018 One of the directors of the entity, post summoning in the legal proceedings initiated by the Company has settled disputes for himself and the entity by paying Rupees 2,300 lacs during the year ended March 31 , 2020 towards full and final settlement. Considering full and final settlement already done and lhe transaction having been legally concluded no further action is being taken. (iv) During the year ended March 31, 2018, the Company through its subsidiary (i.e. Escorts Heart Institute and Research Centre Limited ("EHIRCL")), purchased further 71% equity interest in Fortis Healthstaff Limited("Healthstaff') at an aggregate consideration of Rupees 3.46 lacs from erstwhile promoter group companies. Subsequently, EHIRCL advanced a loan to Healthstaffwhic h was used to repay the outstanding unsecured loan amount of Rupees 794.50 lacs to an erstwhile promoters group company. Certain documents suggest that the loan repayment by Healthstaff and some other payments to the erstwhile promoter group company may have been ultimately routed through various intermediary companies and used for repayment of the ICDs /vendor advance to FHsL / Company_ Further, Healthstaff was not in a position to repay loan to the erstwhile promoter group company. EHIRCL also could not directly takeover the loan, as EHIRCL (holding 29%) could not have taken over the burden of the entire debt of Healthstaff. Therefore, this transaction was in a way to help the erstwhile promoter group companies (71 % shareholders) to avoid making payment for its share, and place EHIRCL in a situation where it would find it hard to recover from its own now wholly owned subsidiary. Further, the said loan advanced by EHIRCL to Healthstaff was impaired in the books of account of EHIRCL due to anticipated chances of non-recovery during the year ended March 31, 2019. Complaint has been filed in this regard, with the EOW in November 2020 against erstwhile promoters/ erstwhile promoters group company and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 202·1 against the above complaint. The investigation is underway. (v) During the year ended March 31, 2018, the Company through its subsidiary (i.e. Fortis Hospitals Limited ("FHsL")), purchased further 51 % equity interest in Fortis Emergency Services Limited (FESL) at an aggregate consideration of Rupees 0.255 lacs from erstwhile promoter group company. Subsequently, FHsL advanced a loan to FESL, which was used to repay the outstanding unsecured loan amount of Rupees 215 lacs lo an erstwhile promoter group company. Certain documents suggest that the loan repayment by FESL and some other payments to the erstwhile promoter group company may have been ultimately routed through various intermediary companies and used for repayment of the ICDs /vendor advance to FHsL / Company. Further, FESL was not in a position to repay loan to the erstwhile promoter group company. FHsl also
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FORTIS HEALTH CARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital , Sect or 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 could not directly takeover the loan, as FHsL (holding 49%) could not have taken over the burden of the entim debt of FESL. Therefore, this transaction was in a way to help the erstwhile promoter group company( 51% shareholders) to avoid making payment for its share, and place FHsL In a situation where it would find it hard to recover from its own now wholly owned subsidiary Further, the said loan advanced by FHsL to FESL was impaired in the books of account of FHsL due to anticipated chances of non-recoveIy. Complaint has been filed with the EOW in November 2020 against erstwhile promoters / erstwhile promoters group company and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. The investigation is underway. (vi) Remuneration to ex-chairman The Company having considered all necessaIy facts and taking into account external legal advice, had on June 27, 2018 decided to treat as non-est the Letter of Appointment dated September 27, 2016, as amended, ("LoA") issued to the erstwhile Executive Chairman of the Company in relation to his role as 'Lead: Strategic Initiatives' in the Strategy Function. Since the LoA was treated as non-est, the Company received legal advice from its counsels that the amount paid under the aforesaid LoA (amounting to Rupees 1,768 lacs) appears to be an arrangement designed to circumvent the managerial remuneration limits under Section 197 of the Companies Act, 2013 read with relevant Central Government approvals and thus was wrongfully paid. Thus, as per the legal advice, the payments made to him under this LoA for the role of 'Lead: Strategic Initiatives' ought to be considered and characterized as payments which are in !he nature of managerial remuneration, as regulated and governed in section 197 of the Companies Act, 2013. An amount of Rupees 234 lacs that was reimbursed in relation to expenses incurred was in excess of the amounts approved by the Central Government under Section 197 of the Companies Act, 2013. Accordingly, the Company sent a letter to the erstwhile Executive Chairman seeking refund of the excess amounts paid to him over and above the managerial remuneration limit, as specified under the Companies Act, 2013 read with the relevant government approvals in this regard. The erstwhile Executive Chairman sent a notice to the Company claiming Rupees 4,610 lacs as allegedly due to him under the employment agreement. The Company replied to the same through its legal counsel denying any liability and stated that the demand was not payable being illegal. Subsequently, Company filed a complaint against the erstwhile Executive Chairman before EOW. The Company has received back vehicles which were being used by him. However, IT assets and excess amounts paid are yet to be received. In view of the above, the amounts paid lo t1im under the aforesaid LoA and certain additional amounts reimbursed in relation to expenses incurred (in excess of the amounts approved by the Central Government under section 197 of the Companies Act 2013 for remuneration & other reimbursements), aggregating to Rupees 2,002 lacs was recognised as recoverable in the Consolidated Financial Results of the Company for the year ended March 31, 2018. However, considering the uncertainty involved on recoverability of the said amounts, a provision of Rupees 2,002 lacs was made in the Consolidated Financial Results for the year ended March 31 , 2018. The Company has filed a complaint against the erstwhile Executive Chairman before EOW on account of both of the above payments and EOW is investigating the matter. An addendum to the complaint already filed with the EOW has been filed in November 2020 with the EOW including certain other findings during Additional Procedures/Enquiries by independent experts as below: (a) Payments were made to the erstwhile Executive Chairman from a foreign wholly owned subsidiary of the Company as one-time bonus in February 2016 of equivalent Rupees 846 lacs and managerial remuneration was paid for the period January 2016 to May 2016, amounting to equivalent Rupees 349 lacs. Further, remuneration paid in excess of Central Govt. approval by the Company for FY 2014-15 & FY 2015-16 amounting to Rupees 528 lacs was refunded by erstwhile executive chairman in March 2016 to FHL. It is possible that the amounts recovered towards excess remuneration paid from the company to erstwhile executive chairman of Rupees 528 lacs was compensated through the foreign wholly owned subsidiary. (b) Payments were made to an ersl\vhile promoter entity from another foreign wholly owned subsidiary of the Company under an investment advisory agreement amounting to equivalent Rupees 344 lacs for the period June 2016 to September 2016. However, there was nothing on record to suggest that any services were rendered by the erstwhile promoter entity under this agreement. (vii) During the financial year 2014-15, FHsL acquired 100% stake in Birdie & Birdie Realtors Pvt Ltd. ("Birdie") from certain persons related to the erstwhile promoters, wherein Rupees 12,275 lacs were paid towards !CDs at a rate of interest of 14% per annum and Rupees 7,725 lacs were paid for the shares acquired. The total enterprise value of Birdie was projected at Rupees 20,000 lacs based on the valuation report of land and building by an independent valuer. However, the equity valuation of Rupees 7,725 lacs was arrived based on a land and building valuation report by another valuer of Rupees 23,700 lacs and on assumption that the Land has to be sold in 6-8 months, which in reality did not happen. Also, the "subject property
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FORTIS HEALTHCARE LIMITED GIN: L85110PB1996PLC045933 Fort is Hospita l, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSO LIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 photographs" used in the mentioned two valuation reports were identical. Also, the I CD's of Rupees 12,275 lacs were utilized to repay/replace the then existing debts including that of erstwhile promoters and person/entities related/known to the erstwhile promoters. It is possible that the erstwhile promoters acted in order to make excess money to repay the loans availed by Birdie from them, persons related to them and entities related/known to them. Further, out of total goodwill generated on consolidation amounting to Rupees 10,661 lacs, goodwill to the extent of Rupees 9,430 lacs was impaired in earlier years to bring the investment value in line with the market value of the property. There have been certain queries raised on this transaction by the SFIO. The Company has responded to the said queries. Further, in the above referred Complaint filed with the EOW in November 2020 against erstwhile promoters, SFIO enquiries and the Company's responses have been mentioned and EOW is investigating the matter. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. The investigation is underway . Enforcement Directorate is also investigating into the allegations made in the said FIR (viii) The Company through its overseas subsidiaries [i.e. Fortis Asia Healthcare Pte. Lid, Singapore and Fortis Global Healthcare (Mauritius) Limited] made investments in Global Dynamic Opportunity Fund, an overseas fund. It was observed in the earlier investigation that there were significant fluctuations in the NAV of the investments during a short span of time. Further, in the internal correspondence within the Company, investments in the overseas funds have been referred to as related party transactions. During year ended March 31, 2018, investments held in the Global Dynamic Opportunity Fund were sold at a discount of 10%. As at March 31, 2018, the carrying value of the investments in the overseas fund were recorded at the net recoverable values based on subsequent realisation. The consequentia l foreseeable loss of Rupees 5,510 lacs (between the previously recorded carrying value of the investment and the amount subsequently realised) was considered in the Consolidated Financial Results for the year ended March 31 , 2018. There is no further finding in additional procedures/enquiries by independent experts on this matter. Further, the investigation by the external legal firm done also mentioned that it appeared that GOOF was not related to Fortis based on the procedures performed by them. Accordingly, no further action is being taken. (ix) In respect of certain other matters found during the Additional Procedures/Enquiries by independent experts no actions were recommended since there were no sufficient evidences on those matters. However, there is no impact of those matters on the financials. D. Based on investigation carried out by the external legal firm and the additional procedures/enquiries by independent experts, all identified/required adjustments/provisions/disclosures have been made in the consolidated financial results of the company. The Company has also submitted findings of the Investigation Report of the external legal firm and the additional procedures/ enquiries by independent experts to the relevant regulatory authorities. Further, on relevant aspects, the Company has also filed a complaint with the EOW against the erstwhile promoters/ erstwhile promoter group companies and EOW is investigating the matter. Recovery /claim proceedings have also been initialed in the matters where action was recommended by the legal counsels. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint. Therefore, with this conclusion, the initial investigation, which was subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers has been addressed through the additional procedures/enquiries by independent experts. In addition, the current Board had initiated specific improvement projects to strengthen the process and control environment. The projects included revision of authority levels, both operational and financial and oversight of the Board, review of Financial Reporting processes, assessment of secretarial documentation w.r.t compliance with regulatory requirements and systems design & control enhancement for which the assessment work was done and corrective action plans were implemented. Accord ingly, the Board has taken necessary actions in consultation with the legal counsels in this regard. The investigations in so far as these issues involving the erstwhile promoters/ erstwhile promoter group companies is concerned are still pending with the regulatory authorities. The management of the Company also believes I.hat if any action is initiated by regulatory authorities against the Company, the same should not have a significant material impact on the Company as all items which may have financial impact have already been provided for in earlier years. The Company would fully co-operate with the regulatory authorities in this regard.
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hos pital , Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 9. Matters in relatio n to Regulatory Authorit ies: (a) In the above backdrop, during financial year 2017-18 the Company received a communication from the Securities and Exchange Board of India (SEBI), confirming thal an investigation has been instituted by SEBI in the matter of the Company. In the said letter, SEBI required the Company under section 11 C (3) of the SEBI Act, 1992 lo furnish certain information and documents relating to the short-term investments of Rupees 473 Crores reported in the media. SEBI had appointed forensic auditors to conduct a forensic audit, of collating information from the Company and certain of its subsidiaries. The Company / its subsidiaries furnished requisite information and documents requested by SEBI. In furtherance of the above, subsequently on October 17, 2018 SEBI passed an ex-parte Interim Order ("Interim Order") whereby it observed that certain transactions were structured by some identified entities over a certain duration, and undertaken through the Company, which were prima facie fictitious and fraudulent in nature and which resulted in inter alia diversion of funds from the Company for the ultimate benefit of the erstwhile promoters (and certain entities controlled by them) and misrepresentation in financial statements of the Company. Further, it inter alia directed the Company to tal<e all necessary steps to recover Rupees 40,300 lacs along with due interest from erstwhile promoters and various other entities, as mentioned in the Interim Order. More importantly, the said entities had also been directed to jointly and severally repay Rupees 40,300 lacs along with due interest to Company within three months of the Interim order. Incidentally, the Interim order also included FHsL as one of the entities directed to repay the due sums. Pursuant to this, FHsL's beneficial owner account had been suspended for debits by the National Securities Depository Limited and Central Depository Services (India) Limited. Further, SEBI had also directed the said entities that pending completion of investigation and till further order, they shall not dispose of or alienate any of their assets or divert any funds, except for the purposes for meeting expenses of day to-day business operations, without the prior permission of SEBI. erstwhile promoters were also directed not to associate themselves with the affairs of the Company in any manner whatsoever, till further directions. The Company and its wholly owned subsidiary i.e. Fortis Hospitals Limited (FHsL) had then filed applications for modification of the Interim order, for deletion of name of FHsL from the list of entities against whom the directions were issued. Pursuant to this SEBI, vide order dated December 21, 2018, modified its previous Interim order dated October 17, 2018 deleting FHsL from the list of entities against whom the Interim Order was directed. Pursuant to this, the suspension order by National Securities Depository Limited for debits in beneficial owner account of FHsL was accordingly removed. Vide Order dated March 19, 2019, ("Confirmatory Order") SEBI confirmed the directions issued vide ad interim ex-parte order dated October 17, 2018 read with order dated December 21 , 2018, till further orders. SEBI also directed the Company and FHsL to take all necessary steps to recover Rupees 40,300 lacs along with due interest from erstwhile promoters and various other entities, as mentioned in the Interim Order. Company and FHsL had filed necessary applications in this regard including an application with the Recovery Officer, SEBI, under Section 28A of the Securities and Exchange Board of India Act 1992, for the recovery of the amounts owed by the erstwhile promoters and various other entities to the Company and FHsL. SEBI vide its letter dated June 14, 2019 stated that provisions of Section 28A of SEBI Act, 1992 cannot be invoked at this stage hence, Company and FHsL may take necessary steps to comply with SEBl's direction. Accordingly, FHsL has filed a civil suit for recovery of Rupees 52,019 lacs before Hon'ble Delhi High Court against the parties, named in the orders passed by SEBI. The Investigation Report of the external legal firm was submitted by the Company to the SEBI and SFIO on June 12, 2018. Further, the Company has submitted a copy of the complaint filed with the EOW and a copy of the report of the additional procedures/ enquiries done by the independent expert to SEBI and SFIO on November 10, 2020. By an order dated November 12, 2020, SEBI revoked its Interim orders read with Confirmatory Order qua Best Healthcare Pvt. Ltd., Fern Healthcare Pvt. Ltd. and Modland Wears Pvt. Ltd. and directed that the ongoing proceedings against them be substituted with adjudication proceedings. The order expressly cla.rified that the Company and FHsL were at liberty to pursue remedies under law, as deemed appropriate by them, against the abovementioned entities in respect of their role in the diversion offunds. 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 financ ials 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 Pie. Ltd.) assumed
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FORTIS HEALTHCARE LIMITED GIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANC IAL RESULTS FOR THE QUART ER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 control of the Company pursuant to a preferential allotment which was approved by the Competition Commission of India and SEBI which approved the open offer that had got triggei-ed 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 action6 against the erstwhile Promoters and significant steps to recover the diverted amounts. SEBI passed an order dated April 19, 2022 w.r.t SCN -1 directing the Company & FHsL to pursue the measures taken to recover the amount of Rupees 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 has imposed a penalty of Rupees 1 DO lacs and Rupees 50 lacs on Company and FHsL respectively. The Company and FHsL filed an appeal against the order dated April 19, 2022 before Hon'ble Securities Appellate Tribunal, Mumbai. On August 25, 2022, SEBI filed its affidavit in reply in the matter. Thereafter, the Company and FHsL filed a rejoinder to SEBl's reply. Appeal is pending adjudication. The Company & FHsL have deposited Rupees 50 lacs and Rupees 25 lacs respectively with Hon'ble Securities Appellate Tribunal, Mumbai. 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 SCN-2, with respect to EHIRCL, it was alleged that Rupees 56,700 Lacs was lent by the Company to EHIRCL in 2011, which was subsequently transferred by EHi RCL 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 SCN-2 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 201 1. 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 SCN-2, EHIRCL had been clubbed along with the other noticees, and had been palnted wlth 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 39,712 Lacs 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. SEBI w.r.t SCN-2 passed an order dated May 18, 2022 imposing penalty against several erstwhile promoters entities and certain individuals. Based on the aforesaid allegations and actions taken by the Company against the erstwhile promoters and related entities, it had also imposed a penalty of Rupees 100 lacs on EHIRCL. EHIRCL filed an appeal against the order dated May 18, 2022 before Hon'ble Securities Appellate Tribunal, Mumbai. SEBI has filed to file its response to which EHIRCL filed a rejoinder. Appeal is pending adjudication. EHIRCL has deposited Rupees 50 lacs with Hon'ble Securities Appellate Tribunal, Mumbai. The Board of Directors continue to be fully committed to fully co-operating with the relevant regulatory authorities to enable them to make a determination on these matters and to undertake remedial action, as may be required, and to ensure compliance with applicable laws and regulations. In the aforesaid context, proper and sufficient care has also been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities on a going forward basis. (b) During year ended March 31, 2018, the Registrar of Companies (ROC) under section 206(1) of the Companies Act, 2013, inter a/ia, had also sought information in relation to the Company. All requisite information in this regard was duly shared by the Company with the ROC. (c) The Serious Fraud Investigation Office (SFIO) of the Ministry of Corporate Affairs, under section 217(1)(a) of the Companies Act, 2013, inter alia, initiated an investigation and seeking information in relation to the Company , its subsidiaries, joint ventures and associates . The Company is submitting requisite information in this regard with SFIO, as requested from time to lime. The outcome of the SFIO investigation cannot be ascertained as of now keeping in view the present stage of the investigation. The Company is fully co-operating with the regulators in relation to the ongoing investigations to enable them to make their determination on these matters. Based on management's analysis, a provision has been made and recognised in the quarter ended March 31, 2021 for any contingency that may arise from the aforesaid issues. This is not to be regarded as admission in any manner whatsoever by the Company of any of the violations, as alleged by any of the authorities or otherwise, against it. Fu1iher, as per the
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FORTIS HEALTHCARE LIMITED CIN: L85110PB 1996PLC045933 Fortis Hospital , Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED CONSOLIDAT ED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 management and in consultation with external legal counsel ii is believed that the likelihood of additional impact, if any, is low and is not expected to be material. 10. In case of one of the subsidiaries ("Escorts Heart Institute and Research Centre Limited") ('EHIRCL'), that was formed after amalgamation of Escorts Heart Institute and Research Centre ('EHIRC'), Delhi Society with EHIRC, Chandigarh Society and thereafter registration of EHIRC, Chandigarh Society as a company: a) Delhi Development Authority ('DOA') had terminated the lease deeds and allotment letters relating to land parcels on which a hospital of EHIRCL exists. The matter is currently pending before the Hon'ble High Court of Delhi. Consequent to termination, ODA issued show cause notice and initiated eviction proceedings against EHIRCL. The eviction proceedings initiated before the Estate Officer were challenged before ll1e Hon'ble Supreme Court. Supreme Court vide its order dated November 14, 2019 has quashed the Show Cause Notice for eviction proceedings. Based on the external legal counsel advice, the Company believes that EHIRCL will be able to suitably defend the termination of lease deeds and allotment letters and accordingly considers that no adjustments are required to the unaudited Consolidated Financial Results. b) In relation to the judgement of the Hon'ble High Couri of Delhi relating to provision of free treatmenU beds to patients of economic weaker section, Directorate of Health Services ('DoHS'), Government of NCT of Delhi, appointed a Firm to calculate "unwarranted profits" arising to ii due to alleged non-compliance. During the year ended March 31, 2014, the Special Committee of DoHS gave an intimation basis the calculation of the appointed Firm, which as per their method of calculations was Rupees 73,266 lacs for the period 1984-85 to 2011-12 and sought hospital's comments and inputs, if any. EHIRCL responded to the said intimation explaining errors and raised objections to the said calculations. During the year ended March 31, 2016, EHIRCL received another notice from DoHS to appear for a formal and final hearing which raised a demand of Rupees 50,336 lacs for the period till FY 2006-2007, against which EHIRCL again responded explaining errors and raised objections to the calculations. During the quarter ended June 30, 2016, DoHS issued a demand notice dated June 9, 2016 directing EHIRCL to deposit Rupees 50,336 lacs within one month. EHIRCL challenged the demand notice by way of a writ petition in Hon'ble High Court of Delhi which vide order dated August 1, 2016 set aside the demand and disposed off the petition of EHIRCL. DoHS agreed to grant hearing to EHIRCL. Hearings were held before DoHS and order dated May 28, 2018 was passed imposing a demand of Rupees 50,336 lacs. This order was challenged by EHIRCL before the Hon'ble Delhi High Court and the Court vide order dated June 1, 2018 has issued notice and directed that no coercive steps may be taken subject to EHIRCL depositing a sum of Rupees 500 lacs before the concerned authority. EHIRCL deposited Rupees 500 lacs on June 20, 2018. Matter is sub judice before Hon'ble Delhi High Court. Based on its internal assessment and advice from its counsels on the basis of the documents available, the Company believes that EHIRCL is in compliance of conditions of free treatment and free beds to the patients of economic weaker section and has a good case for success and expects the demand to be set aside. Accordingly, no adjustment is required to the unaudited Consolidated Financial Results. 11. In case of one of the subsidiary ("Hiranandani Healthcare Private Limited") ('HHPL'): Navi Mumbai Municipal Corporation ('NMMC') terminated the Hospital lease agreement with HHPL vide order dated January 18, 2017 (Termination Order') for certain alleged contravention of the Hospital Lease agreement. HHPL has filed a Writ Petition before the Hon'ble Supreme Court of India challenging the Termination Order. The Writ Petition has been tagged with Special Leave Petition which has also been filed by HHPL for inter alia challenging the actions of State Government, City Industrial Development Corporation and NMMC which led to the passing of the said Termination Order. The Hon'ble Supreme Court of India in the hearing held on January 30, 2017 ordered "Status Quo'. SLP has been admitted on January 22, 20'18 and "Status Quo" has been continuing. Based on external legal counsel opinion, management is confident that HHPL is in compliance of conditions of Hospital Lease Agreement and accordingly considers that no adjustment is required to the unaudited Consolidated Financial Results. 12. Corporate Social Responsibility (CSR) activities of the company and its subsidiaries during earlier years were carried out through Fortis Charitable Foundation (FCF) (erstwhile promoter entity) with whom dealings have been stopped. Amounts were paid by the Company and its subsidiaries to FCF for CSR activities. FCF was required to utilize the money so received strictly in various CSR programs. However, there are unulilized amounts lying with FCF which have not been spent and neither refunded by FCF despite several reminders and notices. Accordingly, civil recovery action has been initiated for recovery of unutilized amount of Rupees 182 lacs.
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDIT ED CONSOLI DATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 13. A) The Board of Directors, after seeking inputs from reputed investment bankers, had approved an equity infusion of Rupees 400,000 lacs at a price of Rupees 170 per equity share into the Company by Northern TK Venture Pie Ltd Singapore (NTK) ("Acquirer"), a wholly owned subsidiary of IHH Healthcare Berhad, Malaysia through a preferential allotment ("Preferential Issue"), subject to approval of the shareholders and other regulatory approvals which constituted 31.1 % share capital of the Company. The shareholders of the Company approved the Preferential Issue by requisite majority at their Extra Ordinary General Meeting dated August 13, 2018. The Acquirer had received the approval from Competition Commission of India (CCI) on October 30, 2018 and the preferential allotment was made on November 13, 2018. Pursuant to the consummation of the same, Northern TK Venture Pie Lid, had appointed 2/3 of the directors on the Board of Directors of the Company, thereby acquiring control over the Company. Consequently, the Company has become a subsidiary of Northern TK Venture Pte Ltd. Further, pursuant to the Preferential Issue, Northern TK Venture Pie. Lid is under an obligation to make a mandatory open offer to the public shareholders of the Company and Fortis Malar Hospitals Limited in accordance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. However, in view of order dated December 14, 2018 passed by Hon'ble Supreme Court wherein it was specified that status quo with regard to sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained, the Mandatory Open offer was kept in abeyance. Vide its judgement dated November 15, 2019, the Hon'ble Supreme Court had issued suo-moto contempt notice to, among others, the Company and directed its Registry to register a fresh contempt petition in regard to alleged violation of the order dated December 14, 2018. In this respect, the Hon'ble Supreme Court had sought an enquiry, into([) whether the subscription by the Acquirer to the shares of the Company was undertaken after the status quo order was issued by the Hon'ble Court on December 14, 2018 and accordingly, if such subscription was in violation of this status quo order; and (ii) the consummation of the acquisition of healthcare assets from RHT Health Trust by the Company. The Company had filed a detailed reply to the show cause notice issued in the suo-moto contempt, praying inter alia, that the suo- moto contempt proceedings be dropped and ex- parte status quo order dated December 14, 2018 ("status Quo Order") be modified/ vacated such that Open Offer may proceed. Further, at the request of SEBI by way of an application seeking impleadment, the Hon'ble Supreme Court of India had impleaded SEBI as a party in the petition pending before it. SEBI had prayed for allowing the Mandatory Open Offer. Further, the Hon'ble Supreme Court of India had issued notice on application filed by a public shareholder of the Company seeking impleadment. NTK had also filed an application for impleadment, modification of the status quo order and for proceeding with Mandatory Open Offer. Vide judgment dated 22nd September 2022 ("Judgement"), the Hon'ble Supreme Court of India disposed of Special Leave Petition (Civil) No. 20417 of 2017, Contempt Petition No. 2120 of 2018 in SLP (C) No. 20417 of 2019 and Suo Motu Contempt Petition (C) No. 4 of 2019, which includes the Petition in which the Status Quo Order dated December 14, 2018 had been issued. It had 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 FHL and RHT and other related transactions. In so far as the acquisition of proprietary interests of RHT Health Trust by the Company is concerned, the Hon'ble Supreme Court observed that prima facie, it appears to be acquisition of proprietary interest to subserve the business structure of the Company, as suggested by IHH/NTK while observing that it is a matter to be enquired into and facts to be assessed in light of any forensic analysis, if the court so deems appropriate. Pursuant to the Judgement, Hon'ble High Court of Delhi vide its order dated 18th October 2022 has directed Decree Holder lo file an application defining contours of the forensic audit sought, which could thereafter be considered by the Delhi High Court. Decree Holder filed application(s) before Delhi High Court seeking appropriate directions in connection with forensic audit. Company has filed objections to the said request of the Decree Holder and also made submissions in this regard. Matter is pending adjudication . In view of the legal positions/claim(s) and defence(s) available to the Company and basis external legal advice, the management believes that ii has a strong case on merits. It is of the view that these transactions were conducted in a fair and transparent manner, after obtaining all relevant regulatory and shareholders' approval and only after making all due disclosures to public shareholders of the Company and to the regulatory authorities, in the requisite manner. Therefore, no adjustment is required in the unaudited Consolidated Financial Results.
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FORTIS HEAL TH CARE LIMITED CIN: L85110PB1996PLC045933 For1is Hospital, Sector 62 Phase -VIII, Mohali -160062 STATEMENT OF UNAUDITED CONSO LIDATED FINANC IAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 On October 16, 2025, the Company made a Disclosure in respect of the announcement made by IHH Healthcare Berhad ("IHH") dated October 16, 2025 on the Malaysian Stock Exchange (i.e. Bursa Malaysia) regarding the Fortis Open Offer and Malar Open Offer. Further, basis announcement made by IHH dated November 11 2025, we have been given to understand that, following the completion of the transfer of Fortis Shares and Malar Shares from the tendering shareholders to the Acquirer and the completion and settlement of payment to the tendering shareholders of Fortis and Malar, the Fortis Open Offer and the Malar Open Offer have been completed on 10 November 2025. 8) Further during the year ended March 31 , 2021, in view of the aforesaid suo moto contempt notice, for abundant caution, an application was filed by the Company before the Hon'ble Supreme Court of India, praying for grant of permission to it and its subsidiaries for changing their respective names, brands and logos; and for continued usage of the same if the said application was not disposed of prior to expiry of the term of the Brand License Agreements to allow adequate time for smooth brand transition without any disruption to business. During the year ended March 31 , 2022, the Brand License Agreement had expired. As mentioned above, the Judgment has disposed of the Petitions and all applications thereunder. Earlier, Decree Holder had filed before the Hon'b le High Court of Delhi certain applications praying for the appointment of a Court Commissioner for the purposes of carrying out the sale of the 'Fortis' marks (i.e., 'Fortis' trademarks and allied trademarks). Al the request of Decree holder, the Hon'ble High Court of Delhi (vide order dated October 29, 2024) ordered for the sale of 'Fortis' brand and allied trademarks by way of public auction ancl directed Joint Registrar (Judicial) Hon'ble High Court of Delhi for this purpose. Pursuant thereto, the Joint Registrar appointed an auctioneer and finalized the proclamation of sale enumerating conditions of sale of 'Fortis' brand and allied trademarks . Proclamation was published on December 12, 2024 in two newspapers i.e. The Stateman and Navbharat Times and auction was carried out on December 21 , 2024 where except the Company, no other party participated. Auctioneer opened the bidding with Rupees 20,000 lacs to which the Company agreed and was declared as the highest bidder. As per bid condition, Rupees 1,000 lacs was deposited as earnest money for participating in the auction and after being declared as the highest bidder, additional sum of Rupees 4,000 lacs was deposited by the Company with the Registrar General- Delhi High Court on December 23, 2024_ The Joint Registrar also submitted its report to the Hon'ble High Court of Delhi about the auction held. Vide order dated March 25, 2025, sale has been confirmed and concluded by Hon'ble High Court of Delhi and objection raised by brand owner as regards to the valuation of the mark has been rejected. Balance amount of Rupees 15,000 lacs out of total bid price has been deposited by the Company with the Registrar General- Delhi High Court on April 4, 2025. Learned Joint Registrar- Delhi High Court vide its order dated April 21 ,2025 has issued "Certificate of Sale" in favour of the Company in respect of of "Fortis" brand and allied trademarks. Appeals filed by the brand owner before Hon'ble Division Bench of Delhi High Court challenging the confirmation of sale of "Fortis" brand and allied trademarks have been withdrawn with the liberty to take actions, if any, in accordance with law. Actions have been initiated for registration of Fortis and allied trademarks in favor of the Company. Pursuant to the order dated September 16, 2025 passed by Hon'ble High Court of Delhi, on October 13, 2025 the Company deposited Rupees 55.37 Crores (subject to deduction of applicable TDS) towards admitted license fee for use of 'Fortis' trademark and allied marks. 14. In connection with the brand transition in respect of Agilus, it is relevant to highlight that non-exclusive Brand License Agreement of the diagnostics business had expired on May 09, 2021. In May 2023, an application on behalf of a Judgment Debtor was filed in pending proceedings before Hon'ble High Court of Delhi, for restraining Agilus & the Company from abruptly dumping/discont inuing the brand 'SRL' and allied trademarks, appointment of an entity for valuation and sale of the 'SRL' and allied trademarks ("Former Brand") and directing Agilus to deposit an appropriate amount with the Hon'ble High Court till the sale of the Former Brand. On May 26, 2023, submissions on behalf of Agilus were recorded that the process of brand transition had already been initiated by the diagnostic business since year 2020 and it had been moving towards brand Agilus. Vide Order dated May 26, 2023 {26 May Order) High Court directed Agilus, the Company and brand owner to not lo act in any manner to diminish the value of the brand SRL. Certificate of incorporation was issued by Office of the Registrar of Companies, Ministry of Corporate Affairs certifying the change of name from "SRL Limited" to "Agilus Diagnostics Limited" w.e.f. May 31 , 2023. On June 02, 2023, an affidavit in compliance of order dated May 26, 2023 was filed on behalf of Agilus. On June 02, 2023, Hon'ble High Court of Delhi appointed M/s Konverj - Zeus as valuer for valuation of brand 'SRL', In the last week of June 2023, Decree Halder filed a Contempt Petition against Agilus, the Company and directors/KMPs of Agilus alleging that they have knowingly and willfully disobeyed the order dated May 26, 2023 passed by Hon'ble High Court of Delhi. No notice on this petition was issued by Hon'ble Court. Affidavits were filed by Agilus to support and substantiate that it is in compliance of the 26 May Order. On September 16, 2025 Contempt Petition has been "disposed of as withdrawn" by Hon'ble High Court of Delhi.
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FORTIS HEALTHCARE LIMITED CIN: L85110P81996PLC045933 Fortis Hospital, Sector 62 Phase - VIII, Mohali -160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RES UL TS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 In September 2023, an ex-director of Headway Brands Private Limited (company which was the owner and licensor of the Former Brand) has filed an application dated September 14, 2023 before the Delhi High Court inter a/ia seeking payment of Rupees 362 Crores (approx.) as license fee and interest for use of the Former Brand, and that an inquiry be conducted into the impact of brand transition by Agilus on valuation of the Former Brand. The High Court by its order dated September 25, 2023, while issuing notice on the said application recorded the preliminary objections of Agilus that the application (i) is not maintainable and (ii) Agilus and Agilus Pathlabs are not necessary parties to the said application. Notice of the said application has been issued by the Court to all parties named therein for submission of their respective responses/ objections. Objections have been filed by Agilus. Court appointed valuer Mis Konverj - Zeus has filed its report which has been objected to by Agilus and an affidavit, highlighting the deficiencies and illegality therein has been filed by Agilus on October 17, 2023 supported by reports of subject matter experts i.e. Ernst & Young and Osborne Partners who in their respective reports have pointed out that in preparation of I·eport, Mis Konverj - Zeus has applied entirely incorrect and inappropriate valuation methodologies and has made reference to incorrect dates in arriving at conclusions set out in its report. Post the order of the Hon'ble Delhi High Court for public auction of SRL Brand, Court Commissioner has informed the CouIi that no prospective bidder turned up and the public auction of the SRL Brand could therefore not be completed. In August 2024, Decree Holder again filed an application requesting for auction of 'SRL' brand . which has been allowed by Court on April 21 , 2025 and a court commissioner (Retd. District Judge) has been appointed for completion of auction within 6 weeks. Public auction was conducted on June 3, 2025 wherein Agilus emerged as the single and highest bidder by placing a bid of Rupees 8 crores. Agilus deposited the bid amount of Rupees 8 Cmres with Registrar General - Delhi High Court. Hon'ble Delhi High Court vide its order dated July 17, 2025 has permitted the Decree Holder to withdraw Rupees 8 Crores lying with the Registrar General - Delhi High Court. Learned Joint Registrar- Delhi High Court vide its order dated August 11, 2025 has issued "Certificate of Sale" in favour of Agilus in respect of SRL brand and allied trademarks. Further, as per the management and in consultation with external legal counsel it is believed that Agilus has a strong case on merits and the likelihood of any impact on the financial results is not expected to be material. The matter is pending adjudication. 15. During the earlier years, a Composite Scheme of Amalgamat ion u/s 230-232 of the Companies Act, 2013 which provides for merger of Fortis Emergency Services Limited, Birdie & Birdie Realtors Private Limited, Fortis Health Management (East) Limited and Fortis Cancer Care Limited with Fortis Hospitals Limited (FHsL) ("Scheme") (one of the wholly owned subsidiaries of the Company), was approved by the Board of Directors and Shareholders of the Holding Company, subject to requisite approval(s). The petitions filed in this regard have been heard and argued before the respective Benches of the National Company Law Tribuna l (NCL T) at Delhi and Chandigarh, and the orders in the matter have been reserved by the Hon'ble Tribunals, pending pronouncement. 16. The healthcare business operates inter alia within two categories of entities within the Fortis Group i.e. operations entities and establishment entities. In order to consolidate the operations entities and establishment entities such that both operations and establishment of a hospital are housed in same entity, the Board of Directors of the Company consented to the demerger of certain healthcare operations from the operations entities into the establishment entities, which was also subsequently approved by the shareholders of the Company. During the financial year ended on March 31, 2024, the Board of Directors of the respective companies also approved this intra group restructuring by way of a Composite Scheme of Arrangement. The scheme has been allowed by Hon'ble National Company Law Tribunal - Delhi on May 09, 2025 and by the Hon'ble National Company Law Tribunal - Chandigarh on July 30, 2025. The certified copy of the NCL T order for scheme was filed with Registrar of Companies (ROC) on September 01, 2025 and the scheme is now effective. 17. During the year ended on March 31, 2024, Trustee Manager of RHT Health Trust ("RHT"), an associate of the Company, filed an application before Hon'ble High Court of Singapore for winding-up of RHT. In December 2023,the Hon'ble Court appointed liquidators for winding up of RHT. RHT was delisted from the Official List of the SGX-ST (Singapore) w.e.f. January 31 2024. Fortis Asia Healthcare Pte Ltd, a step-down subsidiary of the Company, has on February 21, 2025, acquired 21,771,000 (2.68%) Units of RHT from Trustee Manager of RHT.
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FORTIS HEALTHCARE LIMITED CIN: L85110PB1996PLC045933 Fortis Hospi tal, Sector 62 Phase - VIII, Mohali - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 18. Agilus Diagnostics Limited ("Agilus"), a subsidiary of the company, had entered into an agreement for a period of two years with Directorate General of Health Services - Delhi Government ('DGHS')(the 'Agreement') to conduct diagnostic tests on the patients of the Aam Aadmi Mohalla Clinics. Under the Agreement and Standard Operating Procedure for Patient Related Processes, interacting with patients and collecting samples is the sole responsibility of staff al the Aam Aadmi Mohalla Clinics. Agilus has recognised revenue of Rs. 279.10 lacs during the period ended September 30, 2025 (Rs. 824.21 lacs in the year ended March 31, 2025) under the said agreement, which is less than 2% of its consolidated revenue for the respective years. As on September 30, 2025, total receivables due amounts to Rs. 2,036.72 lacs. Agilus on January 18, 2024, received a notice from the Anti-Corruption Branch, Government of National Capital Ter-ritory of Delhi, in respect of alleged anomalies in diagnostic tests conducted in Aam Aadmi Mahalia Clinics. On January 18, 2024, Agilus also received a communication from DGHS that ii is undertaking thorough scrutiny and verification following which the balance payments, if found rightfully due, would be released. On May 10, 2024 and September 24, 2024 and September 02, 2025, Agilus also received notices from Central Bureau of Investigation (CBI), Anti-Corruption Branch, New Delhi asking for certain documents/information to investigate the above matter. Agilus has submitted the requested information. Agilus vide various communications to DGHS has stated that ii has duly performed its obligations under the said Agreement for the samples collected and requested for immediate release of the outstanding amounts. Agilus had also filed a writ petition before Hon'ble Delhi High Court on August 03, 2024 seeking directions for payment of admitted outstanding in relation to the pathology services provided to DGHS, Delhi. In response to the same, DGHS has filed a counter affidavit to the writ petition alleging that Agilus has not met its obligations under the agreement. Agilus is in process of filing rejoinder affidavit to the same. The matter is currently pending. Subsequently on October 08, 2024, DGHS assured Agilus that: , All undisputed bills w.e.f. March 2024 onwards will be cleared within a week's time and all prospective bills shall be cleared in a timebound manner. • Undisputed bills of the period from February 2023 to February 2024 will be released basis recommendations of the committee constituted by DGHS. During the previous year, Agilus received payment of Rupees 566.70 lacs from DGHS in respect to sales invoices raised of Rupees 870.28 lacs subsequent to February 2024 till March 2025. The period of contract had expired on January 31 , 2025. However, on various written request by DGHS, Agilus had extended the period of services from time to time till June 30, 2025. From July 1, 2025 onwards Agilus has stopped providing its services Considering the delays in recovering the outstanding amounts (for the period February 2023 to February 2024), Agilus has fully provided for Rs. 1,660.57 lacs during the year ended March 31, 2024. Agilus has been fully co-operating with the respective authorities in connection with the aforesaid notices and has been providing documents and information as sought by them. Pending completion of the proceedings, the ultimate outcome of the matter and its consequential impact, if any, is currently not ascertainable. 19. During the year ended March 31, 2025, Fortis Hospitals Limited (FHsL) entered into Business Transfer Arrangement (BTA) with Vikram Aura Private Limited (VAPL) on December 12, 2024. Pursuant to the BTA the entire business operations of the Richmond Road Hospital have been transferred to VAPL as a going concern on a slump sale basis for a purchase consideration of Rupees 2,275 lacs. The group has recognized a gain on divestment of business operations of Richmond Road Hospital amounting to Rupees 2,350 lacs. The gain includes de-recognition of Right of Use asset and lease liability outstanding in books for the underlying building of Rupees 1,136 lacs. 20. During the previous year, Fortis Hospotel Limited (FHTL), a wholly owned subsidiary of the Company, signed definitive agreements on February 14, 2025 for acquisition of the entire business operations of Shrimann Superspecialty Hospital, situated at Jalandhar Pathankot Highway, Village Nurpur, Jalandhar ("Shrimann Hospital"), the underlying hospital land and the adjacent land thereto. The transaction was consummated on July 24, 2025 for an overall consideration of Rupees 46,190 lacs subject to working capital adjustments. As the purchase price allocation is yet to be finalized, the identifiable assets and liabilities have been accounted for on a provisional basis, consistent with the requirements of Ind AS.
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FORTIS HEALTHCARE LIMITED GIN: L85110PB1996PLC045933 Fort is Hospital, Sector 62 Phase - VIII, Moha li - 160062 STATEMENT OF UNAUDITED CONSOLIDATED FINANC IAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2025 21. During the current quarter the Company has entered into a operation and maintenance service ("O&M Services") agreement with Gleneagles Healthcare India Private Limited, a subsidiary of IHH Healthcare Berhad, to manage the operations of five hospitals and one clinic effective July 23, 2025. 22. During the current quarter, the Company through its wholly owned subsidiary Company, International Hospital Limited (IHL) executed a sub lease agreement with R.R Lifesciences Pvt. Ltd (RRLPL) for sub leasing of Hospital land, building and equipment to IHL situated at Gautam Buddha Nagar, Greater Naida. The Sub-lease Agreement is effective from September 1, 2025 and pursuant to this, IHL has started operating the said hospital. Date: November ·11, 2025 Place: Gurugram For and on behalf of the Board of Directors ~ o,. As~ :V,nshi Managing Director & CEO DIN: 02775637
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BS R & Co. LLP Chartered Accountants Private and Confidential The Board of Directors Fortis Healthcare Limited Fortis HospitaJs, Sector 62, Phase-VIII, Mohali Punjab-160062 11 November 2025 Building No. 10, 12th Floor, Tower-C DLF Cyber City, Phase • II Gurugram - 122 002, India Tel: +91 124 719 1000 Fax: +91124 7198613 Independent Auditor's Certificate on Security Coverage of Fortis Healthcare Limited pursuant to Regulation 54 read with Regulation 56(1)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("SEBI (LODR) Regulations") for listed non-convertible debt securities I. This certificate is being issued with the tenns of our original engagement letter to the Board of Directors dated 18 December 2024 and addendum to the original agreement dated l O November 2025. 2. The Management of Fortis Healthcare Limited (herein after referred as "the Company") has prepared and compiled the accompanying Statement on calculation of Security Coverage Ratio (herein after referred as "the Statement") as at 30 September 2025. We have been requested by the management of the Company to examine and issue a certificate with respect to the book value of assets in Colwnn C [Exclusive Charge (Debt for which this certificate is issued)] and security cover ratio as at 30 September 2025, as per the Debenture Trust Deed (herein after referred as "the Deed") between the Company and Axis Trustee Services ("Debenture Trustee"), dated 18 October 2024, on the basis of unaudited books of account and other relevant records and documents maintained by the Company as at 30 September 2025, in respect of its 155,000 lNR denominated, listed, rated, senior, redeemable, secured non-convertible debentures having a face value of Rs I 00,000 each (herein after referred as "the NCDs") issued on private placement basis, in compliance with the Regulation 54 read with regulation 56(1)(d) ofthe Security and Exchange Board of India ('SEBI') Listing Obligations and Disclosure Requirements ('LODR') Regulations, 2015 (as amended) and SEBI Circular No. SEBI/HO/DDHS-PoD3/P/CIR/2024/46 dated 16 May 2024 (herein after cumulatively referred as "the Regulations"). The Statement has been stamped and initiated by us for identification purposes only. 3. The certificate is required by the Company for onward submission to the debenture trustee to ensure compliance with the SEBI Regulations and SEBI Circular in respect of the NCDs. e S:R& co (1oartntnNp ~r,nv,4~ Ftfsli$1r1t.ion fllo 8A612l')}rorwerted into BS R& Co llPja limitfdliabiOty Partnership with UP Regislralian No AAB-lll81)-witfl trt.c-4: from Octol>fr 14, 2'0U Registered Off11Ce,: 141h Fl-oor, Ctn It'll I .. Wing and North C Wine., Nesoo IT hllC 4, Nuco Ontltr Westtr.n bpre:ss HiCftw.W, Gotepon {[Mt), MUfflbll ~ 4000&3-
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BS R&Co. LLP Management's Responsibility 4. The preparation of the Statement is the responsibility of the management of the Company including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation, and maintenance of internal controls relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation and making estimates that are reasonable in the circumstances. 5. The management of the Company is also responsible for the adherence with the requirements ofSEBI (LODR) Regulations and for providing all relevant information to Debenture Trustee, including, amongst others, maintaining Security Coverage Ratio as per the Deed, in respect of the NCDs. Auditor's Responsibility 6. Pursuant to the requirement of the Regulations, it is our responsibility to provide a limited assurance whether: i. The book values mentioned in Column C of the Statement are accurately extracted from the unaudited standalone financial results and books of account of the Company as at 30 September 2025; ii. the computation of security cover as mentioned in the statement is arithmetically correct; Our responsibility does not include the evaluation of adherence by the Company with all the applicable guidelines and SEBI regulations. 7. The engagement involves performing procedures to obtain sufficient appropriate evidence to provide limited assurance on the statement as mentioned above. The procedures performed vary in nature and timing, form, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained bad a reasonable assurance engagement been performed. Accordingly, we have performed the following procedures in relation to the statement: a) Obtained the Deed and noted that as per Clause 19 of Part B of the Deed, the Company is required to create security in respect of the NCDs by a first ranking pledge of the required number of shares of Agilus Diagnostics Limited held by the Company at all times until the final settlement date to provide the security cover of 1.00 times of the outstanding NCDs. b) Obtained and read the Statement compiled by the Management from the unaudited books of account. c) Verified that the information contained in Column C of the Statement has been accurately extracted from the unaudited books of account of the Company and other relevant records and documents maintained, by the Company, in the normal course of business.
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BS R & Co. LLP d) Traced and agreed the principal amount and the interest accrued thereon on the NCDs outstanding as at 30 September 2025 as mentioned in Column C of the Statement from the unaudited books of accounts. e) Verified the arithmetical accuracy of the information included in the Statement including the computation of the security cover. t) Obtained Register of charges maintained by the Company as per the requirements of the Companies Act, 2013 to review the composition of charges created on assets of the Company in relation to these NCDs. g) Obtained and read the valuation report obtained by the Management which has been performed by an external valuer in respect of the value of equity shares of Agilus Diagnostics Limited and traced such market value to the value mentioned in Column L of the Statement. We have relied upon such valuation report provided to us by the management and not perfonned any independent procedures in this regard. h) We have not perfonned any other procedures with respect to any other financial numbers/disclosures appearing in of the accompanying Statement other than procedures mentioned above on: a. Book value of assets and liabilities to the extent disclosed in Column C read with remarks in column B of the Statement and b. Market value of assets to the extent disclosed in Column L of the Statement. c. Checking the arithmetical accuracy of the computation of security cover of the NCDs based on the market value of the security computed as on 21 August 2024 as also considered by the Deed. Accordingly, we are not commenting on the appropriateness or completeness of any other information included or to be included in the Statement. i) Made necessary inquiries with the management and obtained relevant representations in respect of matters relating to the statement. 8. The unaudited standalone financial results of the Company for the period ended 30 September 2025 referred above, have been subjected to a limited review by us on which we have issued an unmodified review report with an emphasis of matter paragraph dated 11 November 2025. Our conclusion on these unaudited standalone financial results was conducted in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim financial information performed by the Independent Auditor of the entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain limited assurance as to whether the unaudited standalone interim financial results are free of material misstatement. 9. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) ("Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics Issued by the ICAI. t 0. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) I, "Quality Control for Firms that Perfonn Audits and Reviews of Historical Financial Information, and Other Assurance and Related Service Engagements".
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BS R &Co. LLP Conclusion 11. Based on our examination of the unaudited books of account and according to the information and explanations provided to us by the management of the Company, nothing has come to our knowledge that causes us to believe that: i. the book values mentioned in Column C of the Statement are not accurately extracted from the unaudited books of account of the Company as at 30 September 2025 ii. the computation of security cover as mentioned in the Statement is not arithmetically correct iii. the Security cover ratio does not exceed 1.00 times the value of the NCD and interest accrued thereon as prescribed by the Deed. Restriction to Use 12. This certificate has been issued at the request of the Company, solely for the purpose as set forth in the paragraph 2 and paragraph 3 of this certificate and to be submitted with the accompanying statement to the Debenture Trustee. It should not be used by any other person or for any other purpose. This certificate relates only to the Statement specified above and does not extend to any financial or other information of the Company. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this certificate for events and circumstances occurring after the date of this certificate. Place: Gurugram Date: 11 November 2025 For BS R & Co. LLP Chartered Accountants Firm's Registration No.:101248W/W-100022 Rajeslt Arora Partner Membership No.: 076124 ICAI UDIN: 25076124BMRJXF9325
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Stn lc-mC'n1 of t'llkttlHfiuu of Srl·11ri1y Cc"•t:,- R.itio ("the Sfnlt'tHcuf" l ns .it JO Sl'JJINnbt•r 2025 O,h un n ,\ Cnt11 111n 0 Cnl1111rn C C.0111111 11 I) C11l11mn E Colu1n11 r, Coh1111u G Column H Column I Culrnun ,J Coltt 11111 K C <1h 111111 L Coh1mJ1 ~\ 1 Col1111111 N Colu mn 0 P11a·liculars li:.,.clu:;in , C haq;l' £ :..d usivl' C lit1rgc P:-,ri•p:"lssu Chn.1·ge- l"'iw l-p:issu C l11t1'g(' P:"l1'i•pt1Ssu Ch:irg-c- Eliminnilon (m11ou111 in (Totnl C to J) n:e11'ted to only 1l1osr ilC"ms covel'ed by 1hi3, <'Utific11te m;gat i\' l') .-\ssl'l sll;ircd Uy pflri- 01 h l' r :lSSCts on Cn1·ryi11gfb{lol< ,·nlut' for Cm..-ying valnr }book vnlt1r for Debi uol hMltNI by Debt nmount l1 xd115i,·e charge :1.s.srl5 where 1rn1·i-1,as,11 ch;ffgt• ilS:S<"ls Dt.sc-rlpl lun or ~ne l ro,· Debi fo1· whirh this pns511 dcbl holde,· which there is piwi- Asi.el.S- not off('rcd :t ~ any n.ssets offered f onsidrn•d mm·r 1hnn ~l:u·kci vnlue for mnrkcl ,·nine is 1101 i\1111rkr1 \'lllnr when• mnrkN vnlne i~ nol \\hl ch this- el'rfi ficale J)l'hl for whith I his Otlu.•r Sl.'Cnt'NI cl'rt ifil·ah.• being (im:lmll'.S dl'lil for whiC'h p:i~s11 clrnrg<!' ~rn1 d 1y n~ Sl'Cll l'il')' oun• (lln\l lo e~cl11sin• ,\!)sl'ls Ch:irg_rd 011 :1sn :i-ln i1111b lc lff 1tp plic1IJI<" for p;u-i - p:tS5U m,ccr l;1i1rnlih.! 01· 11r 1,lk :-ihll' n •hHl' C<'1'tifir nli.• is i.ssut'.'<l D,b t iss,m J rerti fic.1le is iss11ed .,_\;." (C:(.clu d in~ it<'m s pins pnri-pos~11 t';td 11sin• basis ( For Eg. Uirnk lmlaoce. clrn1·gt• nsscts ( For E.g. ll;mlt 0;1l;111cc. t>Sn t\ olhi!r 1h•h1 \, ifh pnri- l'O\' t•l'rtl i n column d rnq,;t·) (Rl'fot • 11ole .j) DSRA n1nd;.cl ,·:11111.• is not 111:wkl'l vniuc is u ol p:t~su ch111"gc) F) 11p 11lknhlc) ap11l1t·nhl~) Book wilue Ho9k ,11,lur Yl'5( No Boor1k ,·1Jlm1 Book Ynln~ Rc.hHinc. to coh111111 F' ,\SSETS rrnpert)'. Plant Md Eq11ipmcni 28~.82 No NA 62.038-12 J4.50152 NA %,~2-1.56 NA NA N,\ NA C~pirnl Work-in~l'rogress 16 10 No NA J,076 79 2,443 ,64 NA 5,S36 lJ NA NA N.~ NA Rig ht of use .lSSNS No NA Q,802 16 NA Q,802 )6 NA Nil Nt\ NA Uootlwill - No NA 2,72 1.77 Nt\ - 2,72 1 77 NA NA N:\ NA lntnn.u.11.tlc assets No NA 20,505.66 NA 20.505.66 NA NA Nt\ NA lnlungibl~ !:ISSt;,.1S under d.;vd opmcnl - No NA - 3.96 NA J 96 NA NA N,\ NA Equity shar('s of .--\gilus fn,·cs1me11ts Ola_gnos11c L.111111ed 110,090.24 No NA 900.~SJ .14 Nil 1.010.973.33 2%.15 0 0 1 NA NA NA Loo.us No NA 5,723. 11 1.327.01 NA 7.550. 12 NA NA NA NA lrn·entones No NA 2.084.30 NA 2.0~4.30 NA NA NA NA Trade r«~i \'able-s No NA 23,7 19 95 NA 2l ,719.9S NA N,\ NA NA Cash and ci\Sh equivalents - No NA 14-1.98 - NA 144 98 NA N,I NA Nt\ Bauk balances other than cash and cash e(]LLivaltmls No NA 49.08 NA 49.08 NA NA NA NA 01hers No NA 4,533 .48 14,006.67 NA 18,540. 15 NA NA NA NA Tol:i l I 10,090.N 300.92 IOl,369 .9 1 986,695.5.3 - I. I 98,-1~6.60 206, 150,01 - LIABILITH1S L15ted, Rated, Senior. Redeemable. Secured Non f'>i>hl '-Pt'11ri1ie,; lo whirh Convertible Dcbcntllrcs c~n ifientc pertains (Rcfor nalc l} 166.076 62 No - N.t\ - 166 076.62 NA NA NA NA Other debt sharing pari-passu charge with -abo,·e debt NA NA NA NA NA 01her debt 267. JO 9-17,29 NA 10.780 .01 11.994.40 NA NA NA NA Subordinated debt N.~ N,\ NA NA NA Borrowing s {Tern) Loans) - 2 1,093.96 NA - 2 1,093 % NA NA NA N J-\ Rnnk Nol lo be filled - NA NA NA NA N,1 Debt .securities - NA NA NA NA NA Others Trade payables N,I 5-l,901..27 5-1.902.27 NA NA NA NA Lease liabili1ie-s NA 14,960.60 14,960.60 N,\ NA NA NA Provisioris N,\ 5.971.59 5.971.59 NA NA NA NA Othc.rs: - - NA 5,95].5 8 5,953.58 NA NA NA NA Tof11I 166,076.61 167.10 - 22,041.25 92,561:1,0 S - 280,95 3.02 - Ccw('t' 011 Book Vnlue- 0.66 co~•(lr cm l\ l ark et V11Jut 1.24 Exclusive Seeurily PAt i-l>a.'i..;;u Securlty Coi.er Cover Ratio 1.24 Ratio Ni\ Not,s: I. As per lc-rms of the debenture deed. d1atgc has been created pari passu intcr-se 1hc Debcnture.3 within the non-conveniblc debentures issued. 2 The iirrnncinl rnrormatian as on 30 September 2025, has been cx1,nc.1ed from 1ho. una11Ji1e<l l,oc,ks ol'nccoun1 101 the period ended 30 Sc1ncmbcr 2025 and olhcr ,clc,nrn records and documents of the Com)}aHy J The Debt securities w wluch this ..:crtifh.-ate J.>en .1111s, Borrowings anc.l Other O~bl as <hsdosed above Lncludes h1dlan AL.--counting Standard tlnd AS) adJuslmem fm e0~t ive mtercsl rnli;: Bnd inh:resl ac<:rucd as at JO Seµlembe1 2025. 4, The MMkct value oflln: s-:cu,ity (equity shares of Agilus Diagnoslics Limited) lrns been cons1dcrc:d bRscd on the report oin ,·tllocr d11tcd 2 1 r\u3ust 2024 ns ~lso considered tJndcr the Debenture Tn.1st Deed. l l1e Ocbcntnrc 1·ru51 Deed rec-3uire.s the ncx1 vnluaiion to be can-icd 0111 tlS of 31 Mntch 2026 Therefore, the las.t v:1luaiion cnrricd out has. been used fo, n::pCNlulga bow;. Acldi1ionally. market value of tbe sectm ly as at 30 September 202S as provid1..>d to !he management by the dclx:nlurc lni:slcc was Rs, 247.7 12.51 lacs Con:mkrinl;; lhis market value. Cm·cr on l-,farkct Value would be 1,,19 times. j The Comr>any's tlcbi securities (NC'Ds for wludt the oe.rtilicate is issued) Me not ~ecurcd by any asset of lhe subsidim-y companies of Fortis H~.tlthcare Limitc:il. aud htm'e :tr ~ nol rnd udt:J in lhe above table Fo, and on behalf ofihe Uoard of Directors of li'orlls Ht·:illhcnre Li1uhed 2025 ~\th car Q, 0 <,.. * 3 ~ (1) Q. Column P ToHil ,•1ll11r (I.H l+i'l+Q ) - - -- - 206,150.01 - - - - 206, 150.01 - - - -
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BS R & Co. LLP Chartered Accountants Private and confidential The Board of Directors Fortis Healthcare Limited Fortis Hospitals, Sector 62, Phase-VIII, Mohali Punjab-160062 11 November 2025 Building No. 10, 12th Floor, Tower-C DLF Cyber City, Phase -11 Gurugram - 122 002, India Tel: +91 124 719 1000 Fax: +91 124 719 8613 Independent Auditor's Certificate on Financial covenants pursuant to Regulation 54 read with regulation 56(1)(d) of the Security and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("SEBI (LODR) Regulations") for listed non-convertible debt securities issued by the Fortis Healthcare Limited 1. This certificate is being issued with the terms of our original engagement letter to the Board of Directors dated 18 December 2024 and addendum to the original agreement dated 10 November 2025. 2. The Management of Fortis Healthcare Limited (herein after referred as ''the Company") has prepared and compiled the accompanying Statement of Financial covenants (herein after referred as ''the Statement") as at 30 September 2025. We have been requested by the management of the Company to examine and issue a certificate with respect to compliance of the financial covenants as per the tenns of Debenture Trust Deed (herein after referred as "the Deed") between the Company and Axis Trustee Services Limited ("Debenture Trustee"), dated 18 October 2024 on the basis of unaudited books of account and other relevant records and documents maintained by the Company as at 30 September 2025, in respect of its 155,000 INR denominated, listed, rated, senior, redeemable, secured non-convertible debentures having a face value of Rs. 100,000 each (herein after referred as "the NCDs'') issued on private placement basis, in compliance with the Regulation 54 read with regulation 56(l)(d) of the Security and Exchange Board oflndia ('SEBI') Listing Obligations and Disclosure Requirements ('LODR') Regulations, 2015 (as amended) and SEBI Circular No. SEBI/HO/DDHS-PoDJ/P/CIR/2024/46 dated 16 May 2024 (herein after cumulatively referred as "the Regulations"). The Statement has been stamped and initiated by us for identification purposes only. 3. The certificate is required by the Company for onward submission to the debenture trustee to ensure compliance with the SEBI Regulations and SEBI Circular in respect of the NCDs. Management's Responsibility for the statement 4. The preparation of the Statement is the responsibility of the management of the Company, including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances. 5. The management of the Company is also responsible for the adherence with the requirements of SEBI (LODR) Regulations and for providing all relevant infonnation to Debenture Trustee, including, amongst others, maintenance and compliance of financial covenants as per the Debenture Trust Deed, in respect of the NCDs. 8 .> R & Co, (a r;Nlrtntr1fiip, firm Wfeh ~s.t,11~ No, 8,.1,61213} oonvtttfd inlo a S 'Ft & Co. LI..P I• 1Jml1e-d Li11bility Partnership with UP ~IW•hoi, Ni, AAe·SlHI IMth effect ~m Octobtt 14, 201.J Regi,w:red Office: 141"4 Flc,,or, Cel"tnll 8 Wing and North ·c Win .. Nfl<o fT Part 4, Ne!iCo Cmttt, Wi1s.tt,n f:,;pre-n Hil!:hwav. Got~ (fMI}, Mumbai - 400063
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BS R & Co. LLP Auditor's Responsibility 6. Pursuant to the requirements of the SEBI Regulations, it is our responsibility to provide a limited assurance as to, whether the Company is in compliance with the financial covenants in respect of the NCDs as mentioned in the Deed as at 30 September 2025. Our responsibility does not include the evaluation of adherence by the Company with all the applicable guidelines and SEBI regulations. 7. We have obtained the Deed and noted the requirement on the Company to maintain the following financial covenants as mentioned in clause 28.2.1 of Part B of the Deed: (a) The ratio of the Net External Debt to EBITDA for the Issuer shall not exceed 4x and shall be tested on the basis of the audited accounts on a consolidated basis of each Fiscal Year; (b) The ratio of the Net External Debt to EBITDA for Agilus Diagnostics Limited shall not exceed 4x and shall be tested annually on the basis of the audited accowtts on a consolidated basis of each Fiscal Year of Agilus Diagnostics Limited Further, it is noted that clause 28.2.3 states that "It is hereby clarified that the Financial Covenants detailed in Clause 28.2.1 above shall be tested on each Calculation Date for the Fiscal Year ending on such Calculation Date, within 120 (one hundred twenty) calendar days thereof.' Since 30 September 2025 is not a Calculation Date as per the Deed, no Financial Covenants detailed in clause mentioned above is required to be tested by the Company. 8. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) ("Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAl"). The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the lCAI. 9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) I, "Quality Control for Firms that Perfonn Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements". Conclusion I 0. Based on our the reading of the Deed, carried out by us and based on the information, explanations and representations provided to us by the management of the Company, nothing has come to our attention that causes us to believe that the requirement of testing of Financial Covenants as mentioned in clause 28.2.1 of Part B of the deed is applicable as at 30 September 2025.
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BS R & Co. LLP Restriction on Use 11. This certificate has been issued at the request of the Company, solely for the purpose as set forth in the paragraph 2 and paragraph 3 of this certificate and to be submitted with the statement to the Debenture Trustee. It should not be used by any other person or for any other purpose. This certificate relates only to the Statement specified above and does not extend to any financial or other information of the Company. Accordingly, we do not accept or asswne any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this certificate for events and circumstances occurring after the date of this certificate. Place: Gurugram Date: 11 November 2025 For BS R & Co. LLP Chartered Accountants ICAI Firm Registration No: 101248W/W-100022 Rajesh Arora Partner Membership No.: 076124 UDIN No. 25076124BMRJXG5288
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Statc mc.nt of Fina ncial Covenants for the half ye::u- ended 30 September 2025 pursuant to Regu lation 54 ,·cad with Regulation 56(l)(d) of the SERT (LODR) Regu lations for listed non-convertible debt sec urities In accordance "vith the Debenture Trust deed, Net External Debt/EBITDA of t·he Company should not exceed 4X and shall be tested on the basis of the audited accounts on a consolidated basis ofeach fiscal year for both Fo1tis Healthcare Limited and t\g ilus Diagnostics Limited. This financial covenant needs to be tested on an annual basis. Accordingly, the covenant has not been tested as at half year ended 30 September 2025. As per the requirement of debenture trust deed, the above mentioned terms are defined as: a) Net External Debt shall mean total external borrowings less cash and bank balance b) Total External Borrowing shall mean the Financial Indebtedness of the Company c) Cash and Bank Balance shall mean and include cash in hand and at bank and any term deposits less any cash in hand and at bank and any term deposits which a1·e subject to an Encumbrance. d) EB IDT A means the aggregate of the profits before tax, any interest expense, depreciation and amortisation less any extraordinary income or loss in profit and loss account on a consolidated basis For and on behalf of Boarcl of Directors of Fortis Healthcare Limited Place· urugram Dat . I 1-November-2025
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BS R & Co. LLP Chartered Accountants Private and Confidential The Board of Directors Fortis Healthcare Limited Fortis Hospitals, Sector 62, Phase-VIII, Mohali Punjab-160062 I 1 November 2025 Building No. 10, 12th Floor, Tower-C DLF Cyber City, Phase - II Gurugram • 122 002, India Tel; +91 124 719 1000 Fax: +91 124 719 8613 Independent Auditor's Certificate on compliance with the non-financial covenants of Fortis Healthcare Limited pursuant to Regulation 56(l)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ("SERI (WDR) Regulations") for listed non-convertible debt securities as at and for the half year ended 30 September 2025 I. This certificate is being issued with the terms of our original engagement letter to the Board of Directors dated 18 December 2024 and addendum to the original agreement dated IO November 2025. 2. We have been requested by the management of Fortis Healthcare Limited (herein after referred as the "Company") to issue a certificate on the accompanying statement (herein after referred as the "Statement") on compliance with the non-financial covenants as at and for the half year ended 30 September2025 in respect ofits 155,000 INR denominated, listed, rated, senior, redeemable, secured non-convertible debentures having a face value of Rs l 00,000 each (herein after referred as "the NCDs") issued on private placement basis as per the terms of Debenture Trust Deed between the Company and Axis Trustee Services Limited ("Debenture Trustee") dated 18 October 2024 (herein after referred as the "Trust Deed"), in compliance with regulation 56( l )( d) of the Security and Exchange Board of India ('SEBI') Listing Obligations and Disclosure Requirements ('LODR') Regulations, 2015 (as amended) and SEBI Circular No. SEBI/HO/DDHS-PoO3/P/CIR/2024/46 dated 16 May 2024 (herein after cumulatively referred as the "SEBI Regulations"). The Statement has been prepared by the management and stamped and initialed by us for identification purpose only. 3. The certificate is required by the Company for onward submission to the debenture trustee to ensure compliance with the SEBI Regulations and in respect of the NCDs. Management's Responsibility 4. The preparation of the said Statement is the responsibility of the management of the Company including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation, and maintenance ofintemal controls relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation. The management of the Company is also responsible for ensuring that Compmy complies with the requirements of SEBI Regulations, the Trust Deed and for providing all relevant information to Debenture Trustee. 8 $ fl: 8i Co, (j ?Mtnership fitm with Rtt,i!ttaclo~ NO 8A61223) CDn-"l!rud in,o El S A & Co~ lLP (I Urnifed Laebilltv 'Part'1tuhll' wirh. LLP r:tc-Jlitr.CIQn ko.. AAB-lltU) with •ff•ct. fto,n October U, lCl13 llegistw'ed otfia!!: 1-41.h floor, Central 6 llillng: .and North C Wiltl, Ncsco IT P-1c .4, tteKo Center. Wl!!lscern Exp,-ess Highway, Gotesaon (East), MulN>ii - ol00063
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BS R & Co. LLP Auditor's Responsibility 5. Pursuant to the requirement of the SEBI Regulations, it is our responsibility to provide a limited assurance based on the procedures performed and evidence obtained, as to whether anything has come to our attention that causes us to believe that the Company is not in compliance, in all material respects, with the non-financial covenants as per the Trust Deeds for the NCDs outstanding as at 30 September 2025. 6. In relation to paragraph 5 above, we have performed the following procedures: a. Obtained from the management, a list of applicable non-financial covenants, extracted from the Trust Deed. The management has confirmed that the applicable non-financial covenants in relation to the NCDs outstanding as at 30 September 2025 have been accurately extracted from the Trust Deed; b. Against each of the applicable non-financial covenants, obtained the status of compliance as at 30 September 2025 from the management; c. Verified the compliance of the applicable non-financial covenants based on the procedures set out below on test check basis; 1. Sighted the acknowledgement on copy of quarterly requisite confirmation as required in clause 25(l)(q) of the debenture trust deed submitted on 12 May 2025 and 12 August 2025 by the Company to the debenture trustee for the quarter ended 31 March 2025 and 30 June 2025 respectively. ii. Sighted the email dated 20 May 2025 and 07 August 2025 by the Company to the debenture trustee containing the security cover covenant compliance for the quarter ended 31 March 2025 and 30 June 2025 respectively. iii. Sighted the email dated 20 May 2025 and 07 August 2025 by the Company to the debenture trustee containing the financial covenant compliance certificate for the quarter ended 31 March 2025 and 30 June 2025 respectively. iv. Sighted the email dated 20 May 2025 and 07 August 2025 by the Company to the debenture trustee containing the audited standalone and consolidated financial results for the quarter and year ended 31 March 2025 and unaudited standalone and consolidated financial results for the quarter ended 30 June 2025 respectively. v. Verified the books of accounts to verify that the Company has not disposed off any assets other than the permitted disposals as defined in the deed. vi. Read the debenture trust deed to verify the purpose for which funds have been raised by the issue ofNCDs and verified relevant bank statements to inspect if the proceeds have been utilized in accordance with the purpose specified in the deed. vii. Verified from MCA website records and charge register that there exists no encumbrances on secured assets except for pennitted security interests as at 30 September 2025.
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BS R &Co. LLP viii. Sighted the dividend records of the Company to verify that whether the Company has declared any dividend during the half year ended 30 September 2025 and if declared have met the conditions specified in clause 29 .14 of the debenture trust deed d. Obtained necessary representations from the management; 7. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement and consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. As part of this engagement, we have not performed any procedures by way of audit or review. 8. We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) ("Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). The Guidance Note requires that we comply with the ethical requirements of the Code ofEthics issued by the !CAI. 9. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, "Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Service Engagements". Conclusion 10. Based on procedures performed and evidence obtained as mentioned in paragraph 6 and according to the information and explanations provided to us by the management of the Company, nothing has come to our attention that causes us to believe that the Company has not complied, in all material respects, with the non-financial covenants (as set out in the Statement) as per the requirements of the Trust Deed for NCDs issued and outstanding as at 30 September 2025. Restriction to Use 11 . This certificate has been issued at the request of the Company, solely for the purpose as set forth in the paragraph 2 and paragraph 3 of this certificate and to be submitted with the accompanying statement to the Debenture Trustee. It should not be used by any other person or for any other purpose. This report relates only to the Statement specified above and does not extend to any financial information of the Company or other information. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Place: Gurugram Date: 11 November 2025 For B S R & Co. LLP Chartered Accountants Firm's Registration No.:l01248W/W-l00022 Rajesh Arora Partner Membership No.: 076124 ICAI UDIN: 25076l24BMRJXH4298
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Statement to the Ce.-t.ificate of Compliance with non -financial covenants for 155 ,000 IN R denomina ted, lis ted, rated. senior. red eem a ble, secured non -convertible debentures as at and fo1· the halfv ear end ed 30 Se ptem ber 2025 Part I : Statem ent on compli:rnce with the :1pplicabl e covenant s :ls 1nesci-ibed in the Debenhu ·e T rns t Deed :ls at and for the half yeiu- ended 30 September 2025 Sr No. Clause Cove n a a ts Manag ement commen ts on the Compliance Status ;is at and for the half year ended 30 Septemb er 2025 I 25( I )(a) Submission of the unaudited standalone and consolidated quarterly The Company has submitted the audited standalone and consolidated financial results for the financial statements/ profit and loss results of the Company, prepared quarter and year ended 31 March 2025 and unaudited standalone and consolidated quarrerly in accordance with Accounting Standards consistently applied; finan cial results (profit and loss results) for the quarter ended 30 June 2025 to the debenture trustee via email dared 20 May 2025 and 07 August 2025 respectively. Tbe Company does not prepare standalone and /or consol idated quarterly financial statemen ts. 2 25( I)( q) Submission of confirmation of list of debenture holders and details of The Company has submitte d the physical copy of the requisite confirmation for the quarter ended interest due and payment made to debenture trustee within 45 days of 3 l March 2025 and 30 June 2025 with the debenture trustee on 12 May 2025 and 12 August the respective ouarter 2025 resp ectively. 3 25(1)(r) Submission of Security Cover certificate to the Debenture Trustee The Company has submitted the statutory auditor·s certificate with respect of mandated security cover of secured assets for che quane r ended 31 March 2025 and 30 June 2025 via email dated 20 Mav 2025 and 07 August 2025 respectivelv. 4 25(l)(s) Submission of quarterly compliance status report with respect to The Company had submitted tbe statutory auditor's certificate with respect to financial Financial Covenants of Lhe Debent ures certified by the stat1,1tory auditor covenants for the quarter ended 31 March 2025 and 30 June 2025 to the debenture trustee via of the Company: email dated 20 May 2025 and 07 August 2025 respective ly, 5 26.6 &28 The Issuer shall use the proceeds of the Debenrures only for the The Company has used the proceeds of the Debentures towards the funding of the acquisition purposes soecilled in Clause 18.1 ( Use of Proceeds). consideration as oermilled in the debenture trust deed. 6 29.11 The Issuer shall not sell, assign, mortgage or otherwise dispose of any The Company has not sold, assigned, mortgaged or otherwise disposed of any of its assets of its assets in each case other than by way of Permitted Disposal or a other than the permit1ed disposals during the half year ended 30 September 2025. Permitted Security Interest. 7 29. 14 Until the Final Settlement Date, the Issuer shall not declare any The Company has declared dividend during the half year ended 30 September 2025 Further. in dividends without the prior permission of the Debenture Trustee. unless respect of dividend declared, there is no breach in the conditions hence prior permiss ion from the following c-onditions are satisfied: Trustee is not required. (i) there is no continuing breach in the: (a) financial covenants detailed in Clause 28 (Financial Covenant.s) of this Deed: lb) creation and maintenance of Security as specified in Clause 19 (Security and Other Undertakings) of this Deed: and (ii) all or part of the Debenture Amount and all Cash Coupon and all other amounts that have become due and payable to the Debentures Holders under this Deed as on the date of declaration of divide nd, have been paid and uo Event of Default as set out in Clause 20. I (a) (Non- Payment) (including on account of any non-payment pursuant to the acceleration) or Clause 20. 1 (g) (Security) bas occu1Ted and is continuing. Part 2: Non-financial covena□ ts not covered above are not applicable. For and on behalf of Board of Directors of Fortis Healthcare Limited