|
Dear Members,
Your Directors have pleasure in presenting herewith the 30th
Annual Report of your Company along with the Audited Standalone and Consolidated Financial
Statements and the Auditors' Report thereon for the Year ended March 31, 2026.
FINANCIAL RESULTS
The highlights of Consolidated Financial Results of your Company and
its Subsidiaries are as follows:
Rs in Lakhs
| Particulars |
Consolidated |
|
Year ended March 31, 2026 |
Year ended March 31, 2025 |
| 1. Revenue from operations |
912,784 |
778,275 |
| 2. Other income |
5,066 |
6,694 |
| 3. Total income (1+2) |
917,850 |
784,969 |
| 4. Expenses |
|
|
| (a) Purchases of medical consumable and drugs |
210,865 |
183,807 |
| (b) Changes in inventories of medical consumable and drugs |
(1,998) |
(788) |
| (c) Employee benefits expense |
129,663 |
116,724 |
| (d) Finance costs |
31,447 |
18,441 |
| (e) Professional charges to doctors |
194,984 |
163,062 |
| (f) Depreciation and amortisation expense |
44,943 |
38,561 |
| (g) Other expenses |
170,772 |
156,676 |
| Total expenses |
780,676 |
676,483 |
| 5. Net profit/(loss) from continuing operations before share
in profit/(loss) of associates and joint ventures, exceptional items and tax (3-4) |
137,174 |
108,486 |
| 6. Add: Share in profit of associate companies and joint
ventures |
1,635 |
1,152 |
| 7. Net profit/(loss) before exceptional items and tax (5+6) |
138,809 |
109,638 |
| 8. Exceptional gain/(loss) |
(2,224) |
(8,934) |
| 9. Profit/(loss) before tax from continuing operations (7+8) |
136,585 |
100,704 |
| 10. Tax expense/(credit) |
30,166 |
19,766 |
| 11. Net profit/(loss) for the period from continuing
operations (9-10) |
106,419 |
80,938 |
| 12. Profit/(loss) before tax from discontinued operations - |
- |
|
| 13. Tax expense of discontinued operations |
- |
|
| 14. Net profit/(loss) for the period from discontinued
operations (12-13) |
- |
|
| 15. Net profit/(loss) for the period (11+14) |
106,419 |
80,938 |
| 16. Profit/(loss) from continuing operations attributable to: |
|
|
| Owners of the Company |
104,178 |
77,422 |
| Non-Controlling Interest |
2,241 |
3,516 |
| 17. Profit/(loss) from discontinuing operations attributable
to: |
|
|
| Owners of the Company |
- |
- |
| Non-Controlling Interest |
- |
- |
| 18. Other Comprehensive Income (including OCI relating to
associates and joint venture) (after tax) |
1,263 |
(352) |
| 19. Other comprehensive Income/(Loss) attributable to: |
|
|
| Owners of the Company |
1,274 |
(321) |
| Non-Controlling interest |
(11) |
(31) |
| 20. Total comprehensive Income/( Loss) (15+18) |
107,682 |
80,587 |
| 21. Total comprehensive Income/(Loss) attributable to: |
|
|
| Owners of the Company |
105,452 |
77,100 |
| Non-Controlling interest |
2,230 |
3,487 |
The highlights of financial results of your Company as a Standalone
basis are as follows:
| Particulars |
Standalone |
|
Year ended March 31, 2026 |
Year ended March 31, 2025 |
| Continuing Operations |
|
|
| 1. Operating Income |
179,250 |
144,589 |
| 2. Other Income |
16,518 |
19,855 |
| 3. Total Income (1+2) |
195,768 |
164,444 |
| 4. Total Expenditure (Excluding finance cost, depreciation
& tax expenses) |
139,543 |
119,038 |
| 5. Operating Profit (EBITDA) (3-4) |
56,225 |
45,406 |
| 6. Finance Charges, Depreciation & Amortisation |
32,387 |
22,450 |
| 7. Profit before exceptional items and tax (5-6) |
23,838 |
22,956 |
| 8. Exceptional items |
3,112 |
(11,514) |
| 9. Profit before tax (7+8) |
26,950 |
11,442 |
| 10. Tax Expenses |
3,915 |
5,063 |
| 11. Net Profit for the year (9-10) |
23,035 |
6,379 |
| 12. Share in profits of associate companies |
- |
- |
| 13. Profit for the year from continuing operations (11+12) |
23,035 |
6,379 |
| 14. Discontinuing Operations |
|
|
| Profit/(Loss) before tax from discontinuing operations |
- |
- |
| Tax expense of discontinuing operations |
- |
- |
| Profit/(Loss) after tax and before minority interest from
discontinuing operations |
- |
- |
| Share in profits/(losses) of associate companies |
- |
- |
| Profit for the year from discontinuing operations |
- |
- |
| 15. Profit for the year (13+14) |
23,035 |
6,379 |
| Other comprehensive income |
(11) |
(145) |
| Total comprehensive income (15+16) |
23,024 |
6,234 |
STATE OF COMPANY'S AFFAIR, OPERATING RESULTS
AND PROFITS
For the financial year 2025-26, the Company reported a consolidated
revenue from operations of C 9,128 Crores compared to C 7,783 Crores reported for FY
2024-25.
Revenue from Hospital business stood at C 7,773 Crores in FY 2025-26
compared to C 6,528 Crores reported during the corresponding previous year. Hospital
business revenues contributed ~85 % to the total consolidated revenue in FY 2025-26.
Agilus Diagnostics Limited (Agilus), the diagnostic business of the Company,
reported gross revenues of 1,527 Crores in FY 2025-26 compared to C 1,407 Crores in
the previous financial year. Considering elimination of inter-company revenue (within the
group), net revenue of Agilus was at C1,355 Crores in FY 2025-26 compared to C
1,255 Crores in FY 2024-25.
The growth in the hospital business was driven by a 15.2% increase in
occupied beds, which rose to 3,270 in FY 2025-26 compared to 2,838 in FY 2024-25.
Occupancy for FY 2025-26 stood at 68% compared to 69% in FY 2024-25.
ARPOB increased by 3.4% to C 2.51 Crores in FY 2025-26 from C 2.42
Crores in FY 2024-25.
The Company's focus specialties comprising oncology,
gastroenterology, neurosciences, renal sciences, orthopaedics and cardiac sciences grew
19% YoY and contributed 62% to the total hospital revenues, similar to FY 2024-25. Revenue
from International business recorded growth of 19 % in FY 2025-26 to reach INR 639 Crores
compared to INR 539 Crores in FY 2024-25.
The consolidated EBITDA of the Company stood at C 2,136 Crores in FY
2025-26 compared to C 1,655 Crores for the previous corresponding year. The EBITDA margin
of the Company stood at 23.4% in FY 2025-26 versus 21.3% in FY 2024-25. Hospital business
EBITDA for FY 2025-26 was at C 1,742 Crores compared to C 1,381 Crores reported for FY
2024-25. The EBITDA margin of the hospital business stood at 22.4%
versus 21.1% in FY 2024-25.
The diagnostic business of the Company reported EBITDA of C 393 Crores
in FY 2025-26 compared to C 274 Crores reported in the previous corresponding year. The
EBITDA margin of the diagnostic business stood at 25.8% in FY 2025-26 versus 19.5% (basis
gross revenue) for the year FY 2024-25. Profit after tax for FY 2025-26 stood at INR 1,064
Crores compared to the PAT of INR 809 Crores in FY 2024-25. PAT for FY 2025 26 includes a
net exceptional loss of INR 22.2 Crores. This was primarily progress in due to its
growth and expansion one-time impact of new Labour Codes amounting to INR 55.2 Crores,
offset by a reversal of impairment of investment in an associate company, i.e., Lanka
Hospitals amounting to INR 33.0 Crores. In comparison, PAT for FY 2024 25 includes a net
exceptional loss of INR 89.3 Crores. This was primarily pertaining to impairment of
investments in Lanka Hospitals and impairment of assets at the Ludhiana hospital totaling
INR 113.7 Crores, offset by gain of INR 23.5 Crores related to the
divestment of the Richmond Road, Bangalore facility in December 2024.
The Company net debt stood at INR 2,334 Crores as on March 31, 2026
compared to INR 1,694 Crores as on
March 31, 2025 (net debt to equity of 0.23x versus 0.18x in 2024 25).
Net debt to EBITDA stood at 1.09x as on March 31, 2026 as compared to the 0.93x as on
March 31, 2025 (basis Q4 annualized EBITDA). The increase in debt compared to 31st March
2025 was primarily due to the acquisition of the People Tree Hospital in Yeshwanthpur,
Bengaluru and Shrimann Hospital in Jalandhar, Punjab, amongst other investments.
Fortis continues to drive its core value of patient centricity in all
aspects of healthcare service delivery. The Company's facilities offer high-and
quaternary care across key specialties, including Cardiac Sciences, Orthopedics,
Neurosciences, Oncology, Renal Sciences, Gastroenterology, and Mother and Child care.
These services are supported by state-of-the-art infrastructure, advanced medical
technologies, and a strong team of highly skilled clinical and paramedical professionals.
The Company has progressed well on its strategic priorities. During the
Financial Year 2025-26, the Company accelerated its technology-led transformation by
investing in next-generation medical platforms that enhance diagnostic precision,
strengthen surgical capabilities, and elevate overall patient care. The Company augmented
its medical infrastructure by commissioning several high-end medical equipment systems,
including soft-tissue surgical robots, MRI machines, Cath labs, and a PET-CT, among
others. Together, these advancements underscore the Company's commitment to
integrating cutting-edge solutions across specialties and shaping a smarter, safer and
more clinical care ecosystem.
The Company further strengthened its clinical capabilities by
onboarding several eminent clinicians across key specialties, including Cardiac Sciences,
Oncology, Neurosciences, Renal Sciences, Gastroenterology, and Orthopedics.
During the Financial Year 2025-26, the Company made significant
initiatives, adding ~800 beds to its network. In January 2026, the Company, through its
wholly owned subsidiary, consummated the acquisition of the 125-bedded People
Tree Hospital in Yeshwanthpur, Bengaluru, along with an adjacent land
parcel, enabling future expansion to over 300 beds, for a consideration of C 430 Crores.
In September 2025, the Company entered into a 15-year lease agreement with RR Lifesciences
for a ~200-bedded multi-specialty hospital in Greater Noida, with potential to expand to
~250 beds. The facility was previously managed by Fortis under an Operations &
Management (O&M) arrangement. In July
2025, through its wholly owned subsidiary, the Company consummated the
acquisition of the 228-bedded Shrimann Superspecialty Hospital in Jalandhar, along with an
adjacent land parcel, for C 462 Crores. Further, in November 2025, the Company launched
Adayu', a 36-bedded specialized mental healthcare facility in Gurugram,
reflecting its focus on emerging care segments. During the year, the Company expanded
brownfield capacity across its existing network by adding ~250 beds primarily in Manesar,
Noida, and Faridabad. The Company plans to ramp up bed capacity further through brownfield
expansion by adding around 1,800 beds by Financial Year secondary, tertiary, 2029-30.
In addition, in July 2025, the Company entered into an
Operation and Maintenance Services agreement with
Gleneagles Healthcare India Private Limited to manage ~700 beds across
five hospitals and a clinic within the Gleneagles India network. The arrangement expanded
Fortis' footprint in key metro cities. In August 2025, the
Company also entered into a collaboration agreement for the operations
and management of a 550-bedded greenfield super-specialty hospital to be developed in
Lucknow by the Ekana Group.
Northern TK Venture Pte Limited, an indirect wholly owned subsidiary of
IHH Berhad, concluded the open offer to shareholders of the Company on 10 November 2025.
As of March 31, 2026, the Company had a network of
36 healthcare facilities in India with ~6,100 operational beds
including beds under the O&M model and over 400 diagnostic laboratories.
There has been no change in the nature of business of the Company
during the year under review. The Company continues its endeavor to provide quality
healthcare services with an emphasis on high degree of clinical outcomes and an
unparalleled patient experience.
SIGNIFICANT MATTERS DURING THE YEAR UNDER
REVIEW
The Company strategically reviewed and prioritised key areas to drive
revenues and operational performance. These include aspects related to evaluating the
current portfolio of the Company's facilities and planned bed expansion, initiating
cost optimisation measures across the network, investing in technology and medical
equipment and further strengthening its clinical excellence program. Details about which
are mentioned in the Business Strategy section of the Management Discussion and Analysis
Report (MDA').
Further, the Board has from time to time during the year under review
updated its stakeholders regarding the key developments that took place by disseminating
necessary information to the stock exchanges and through various means of communications
to the investors. Some of these key matters pertaining to previous years are mentioned
below: Post a successful bid, your Company had entered into share subscription Agreement
dated July 13, 2018, for issuance of 235,294,117 Shares at a price of C 170 per share for
an aggregate consideration upto C 4,000 Crores (Rupees Four Thousand Crores only) to
Northern TK Venture Pte
Limited (NTK), an indirect wholly owned subsidiary of IHH
Berhad (IHH'). Consequently, after obtaining regulatory and statutory approvals
such as from Securities and Exchange
Board of India, Competition Commission of India and in terms of
Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011,
IHH made Mandatory Open Offer for acquisition of upto
197,025,660 Equity Shares representing additional 26% of the expanded
voting share capital of your Company (Fortis Open Offer) and another Mandatory
Open Offer for acquisition of up to 4,894,308 fully paid up equity shares of face value of
C 10 each, representing 26% of the fully diluted voting equity share capital of Fortis
Malar Hospitals
Limited (Fortis Malar Open Offer).
After the Preferential Allotment on November 13, 2018, public
announcement was made on December 07, 2018 regarding Fortis Open Offer and Fortis Malar
Open Offer, thereafter the Hon'ble Supreme Court of India had on December 14, 2018
passed an order (Status Quo Order) directing status quo with regard to
sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be
maintained. In light of the Status Quo Order, Fortis Open Offer and Fortis Malar
Open Offer were put on hold until further order(s)/clarification(s)/ direction(s) issued
by the Hon'ble Supreme Court of India. Vide its order dated November 15, 2019, the
Hon'ble Supreme
Court had issued suo-moto contempt notice to, among others, your
Company, and directed its Registry to register a fresh contempt petition in regard to
alleged violation of the Status Quo Order (Contempt Petition).
Petitions before the Hon'ble Supreme Court including the suo moto
contempt have been disposed of vide judgement dated September 22, 2022
(Judgement). No finding of contempt has been made against either your Company,
or its independent directors. Based on legal advice, the Company is of the clear view that
the Status Quo Order dated 14th December 2018 no longer exists. Therefore, your
Company is continuing to pursue actions which are in the best interest of its shareholders
and itself. Our promoter is simultaneously seeking legal counsel for pursuing and securing
the Open Offer. In the Judgement, it has been stated by the Hon'ble
Supreme Court that RHT Transaction appeared prima facie to be an
acquisition of proprietary interest to subserve the business structure of the Company. It
also passed certain directions inter alia, that the High Court of Delhi may consider
issuing appropriate process and appointing forensic auditor(s) to analyze the transactions
entered into between FHL and RHT and other related transactions. Your
Company plans to strenuously object to any contemplation of a forensic
given that in the Judgment, no wrongdoing by the Company had even been alluded to. The
Company's stated position is that these transactions were done in compliance with
applicable laws, post requisite corporate and regulatory approvals and necessary
disclosures/ announcements. Currently, Your Company, is vehemently opposing the
application filed by Daiichi before the High court for appointment of forensic auditor.
Matter is sub-judice.
OTHER RELEVANT MATTERS
Based on complaint filed by your Company with the Economic Offences
Wing (EOW) in November 2020 against the erstwhile promoters/erstwhile
promoters group company in respect of certain transactions, First
Information Report (FIR) was registered on July 03, 2021, against them.
EOW is investigating the matter. The said Complaint is also being investigated by the
Enforcement
Directorate and the Company is co-operating and providing requisitioned
documents/ information to it. Further, pursuant to the order dated February 17, 2018 of
MCA, SFIO has been investigating into the affairs Company/its subsidiaries. The Company is
co-operating in the said investigation.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors has recommended a final dividend of C 1 (One)
per equity share at the rate of 10% of the face value of the shares of the Company for the
year ended March 31, 2026, be paid subject to the approval of the shareholders, to those
shareholders whose names appear in the register of members as on the record date in
proportion to the paid up value of the equity shares. The record date for the purpose of
dividend will be July 24, 2026.
Dividend Distribution policy of the Company is available on the website
of the Company at https://www.fortishealthcare. com/investors/policies-&-code/483
During the financial year ended March 31, 2026, no amount transferred to general reserves.
Further, the Statement of Changes in Equity is forming part of the
Standalone and Consolidated financial statements.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of your Company which have occurred till the date of this report, except as
disclosed in this Annual Report.
The following changes took place during the year under review:
1. Your Company through its wholly owned subsidiary company i.e.
International Hospital Limited (IHL) had executed sub-lease agreement with
R.R. Lifesciences Pvt Ltd for sub-leasing the hospital land, building and equipment by
R.R. Lifesciences Pvt Ltd to IHL, situated at Gautam Buddha Nagar, Greater Noida.
2. Pursuant to the letter dated October 01, 2025 issued by the
Securities and Exchange Board of India (SEBI), approving the request of IHH Healthcare
Berhad to proceed with the open offer of the Company, Northern TK Venture Pte. Ltd.
(Acquirer), together with IHH Healthcare Berhad (PAC 1) and
Parkway Pantai Limited (PAC 2) (collectively referred to as the
PACs), made an open offer for acquisition of up to 197,025,660 equity shares
of the Company.
3. Your Company through its wholly owned subsidiary company i.e.
International Hospital Limited (IHL) has signed definitive agreements for the
acquisition of TMI Healthcare Private Limited (primarily comprises hospital operations)
through a share purchase agreement and acquisition of the underlying hospitalof your land
and building and the adjacent thereto. Further the said transaction was consummated on
January 09, 2026.
4. Your Company on July 23, 2025 had entered into Operation and
Maintenance services agreement with Gleneagles Healthcare Private Limited
(GHIPL) for the provision of operation and maintenance services at 5 (five)
hospitals and 1(one) clinic of GHIPL in India (collectively, the Hospitals').
GHIPL is a subsidiary (direct or indirect) of the parent entity of your Company's
promoter, Northern TK Venture Pte Limited, namely IHH Healthcare Berhad, a Mauritius based
enterprise.
5. The composite scheme of arrangement involving
International Hospital Limited (IHL), Fortis Hospitals
Limited (FHsL) and Fortis Hospotel Limited (FHTL) [each being
direct or indirect wholly- owned subsidiary of the Company] and their respective
shareholders and creditors had come into effect from September 01, 2025.
6. The composite scheme of merger by absorption between Fortis
Emergency Services Limited (FESL), Fortis Management East Limited
(FHMEL), Fortis Cancer Care Limited (FCCL), Birdie & Birdie
Realtors Private Limited (B&B) with Fortis Hospitals Limited
(FHSL) [Collectively referred to as wholly-owned subsidiaries] and
their respective shareholders and creditors (Scheme of Arrangement) had come
into effect from March 01, 2026.
7. Your Company through its material subsidiary i.e Fortis Hospotel
Limited (FHTL) has signed definitive agreements for the acquisition of entire
business operations of Shrimann Superspecialty Hospital (Shrimann Hospital) in
Jalandhar, Punjab along with the underlying hospital land and the adjacent land thereto,
as a part of Company's inorganic strategy. Further the said transaction was
consummated on July 24, 2025.
8. The Company had issued listed 1,55,000 (One Lakh Fifty Five
Thousand) secured, senior, rated, listed, rupee denominated, redeemable, non-convertible
debentures (hereinafter referred to as Debentures) of face value of C 1,00,000
(Rupees One Lakh only) each, aggregating to C 15,50,00,00,000 (Rupees One Thousand Five
Hundred and Fifty Crores only). During the year the Company has modified the terms of said
Debentures from secured to unsecured. In this regards Company has also received the
in-principle approval of BSE Limited regarding modification of the terms of said
Debentures.
9. During the year shareholders of the Company has approved the
Fortis Healthcare Limited Employee Stock Option Scheme 2026 by resolution
passed through postal ballot on March 18, 2026. Further the in-principle-approval on said
scheme has also granted by BSE Ltd & National Stock Exchange Limited.
10. During the year, Company had entered into a collaboration agreement
of a 550 bedded greenfield super specialty hospital to be developed in Lucknow by the
Ekana Group. 11. The Hon'ble High Court of Delhi vide its order dated
March 25, 2025 confirmed the sale of brand Fortis' in favor
of your Company. As per bid condition, your Company has deposited C 200 Crore with the
Registrar General High Court of Delhi. Applicable GST, if any, will be over &
above the bid amount and will be paid at a later stage. Learned Joint Registrar- High
Court of
Delhi vide its order dated April 21, 2025 has issued
Certificate of Sale in favour of your Company. Actions have
been initiated for registration of Fortis and allied trademarks in favor of the Company.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE
FINANCIAL STATEMENTS
Statutory Auditors in their report to the Board of Directors on the
Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 (The Act) have given the opinion that
the Company and such companies incorporated in India which are its subsidiary companies
have, in all material respects, adequate internal financial controls with reference to
consolidated financial statements and the financial statements of the Company and such
internal at Marchfinancial controls were operating effectively 31, 2026, based on the
internal financial controls with reference to financial statements and the consolidated
financial statements of the Company, criteria established considering the essential
components of such internal controls stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India. The Auditor's opinion on adequacy and operating
effectiveness of internal control is self-explanatory.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the year, the Company acquired has acquired TMI
Healthcare Private Limited through International Hospitals
Limited, a material Subsidiary of the Company.
Further during the year, Fortis Emergency Services Limited, Fortis
Health Management East Limited, Fortis Cancer Care
Limited and Birdie & Birdie Realtors Private Limited were merged
with Fortis Hospitals Limited with effect from March
01, 2026 pursuant to a Composite Scheme of Merger by Absorption
approved by the Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench and
Delhi Bench. Further note that your Board of Directors have adopted a policy for
determining material subsidiary pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015/SEBI
Listing Regulations). The said policy is available at https://
www.fortishealthcare.com/investors/policies-&-code/483 In terms of the said policy, as
on April 01, 2026, Fortis Hospitals Limited (FHsL), International Hospital Limited (IHL),
Fortis Hospotel Limited (FHTL) and Agilus Diagnostics
Limited (ADL) are considered as Material Subsidiary(ies). Necessary
compliances w.r.t. material subsidiaries have been duly carried out in accordance with
Regulation 24(1) of the SEBI Listing Regulations. The copies of the Secretarial
Audit Reports of the material subsidiaries issued by the Company
Secretary in Practice forms part of this report. Further, no subsidiary/Joint venture/
Associate Companies has been added or ceased during the period under review except as
stated above.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT
VENTURE COMPANIES
The consolidated financial statements of your Company and its
subsidiaries, prepared in accordance with applicable accounting standards, issued by the
Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of
the Section 136 of the Companies Act, 2013, financial statements of the subsidiary
companies are not required to be sent to the members of the Company. Your Company will
provide a copy of separate annual accounts in respect of each of its subsidiary to any
shareholder of the Company who asks for it and said annual accounts will be available for
inspection and are also available on the website of the Company. Performance and financial
position of each of Subsidiaries, Associates and Joint Ventures included in the
Consolidated Financial Statements of your Company is enclosed herewith as Annexure
- I in the prescribed Form AOC-1.
The contribution of the subsidiary/associates/joint venture companies
to the overall performance of your Company is outlined in Consolidated Financial
Statements for the year ended March 31, 2026.
LOANS/ADVANCES/INVESTMENTS/GUARANTEES
Particulars of Loans/ Advances/ Investments/ guarantees given and
outstanding as on March 31, 2026 forms part of adjustments/ provisions in its books the
Notes to the Financial Statements.
PUBLIC DEPOSITS
During the financial year under review, your Company had not invited or
accepted any deposits from the public, pursuant to the provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and
therefore, no amount of principal or interest was outstanding in respect of deposits from
the Public as of the date of Balance Sheet.
UTILISATION OF FUNDS
The details of utilization of funds earlier raised through preferential
allotment are mentioned in Notes to Financial Statements. Further, during the year under
review, no preferential allotment was made by the Company.
AUDITORS
M/s B S R & Co. LLP, (Registration No. 101248W/W- 100022),
Chartered Accountants, were re-appointed as Statutory Auditors of your Company, by the
shareholders in the 28th Annual General Meeting held on August 2, 2024 for a
second term of four years i.e. up to the conclusion of the Annual General Meeting to be
held in the year 2028.
The Notes on financial statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. The Auditors'
Report does not contain any qualification, reservation or adverse remark. However, the
Statutory Auditors have, in their report to the Board of Directors on the consolidated
financial statements of the Company made the following comments which are self-
explanatory and are categorized as Emphasis of Matter, hence, no comments in
this regard have been offered by your Board of Directors: a) We draw attention to note 27
and 28 of the consolidated financial statements which deal with various matters including
the ongoing investigation by Serious Fraud Investigation Office (SFIO) on
Fortis
Healthcare Limited and its subsidiaries regarding alleged improper
transactions and non-compliances with laws and regulations including Companies Act, 2013
(including matters relating to remuneration paid to managerial personnel). These
transactions and 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 of significant
account during the year ended 31 March 2018. The Holding Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing
(EOW') against erstwhile promoters and their related entities based on the
findings of the investigation conducted by the Group. Further, based on management's
detailed analysis and consultation with external legal counsel, a further provision has
been made and recognised in the year ended 31 March 2021 for any contingency that may
arise from the aforesaid issues. As per the management, any further financial impact, to
the extent it can be reliably estimated as at present, is not expected to be material. b)
We draw attention to the note 30(A) of the consolidated financial statements relating to
the order dated 22
September 2022 of the Hon'ble Supreme Court whereby it has
directed the Hon'ble High Court of Delhi inter alia that it may also consider issuing
appropriate process and appointing forensic auditor(s) to analyse the transactions entered
into between the Holding Company and RHT Health Trust and other related transactions. The
above mentioned Note also states that the Hon'ble Supreme Court has observed that
prima facie, it appears to be acquisition of proprietary interest of RHT Health Trust by
the Holding Company are to subserve the business structure of the Holding Company.
Further, as per the requirement of Companies Auditor Report Order
(CARO), Rules, 2016, there was no fraud other than as disclosed pertaining to earlier
years reported by the above stated auditors during the year under review.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by your
Company in respect of its hospital activity is required to be audited. Your Directors had,
on the recommendation of the Audit Committee and the Board of Directors, appointed M/s.
Jitender, Navneet & Co., (Firm Registration No.: 000119),
Cost Auditors to audit the cost records of your Company for the FY
2025-26 at a remuneration of Upto C 2,95,000/- (Rupees Two Lakhs Ninety Five Thousand
only) plus applicable taxes and reimbursement efficiency and adequacyof out-of-pocket
internal expenses incurred in connection with the cost audit. As required under the
Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be
placed before the Members in a general meeting for ratification. Accordingly, a resolution
seeking member's ratification for the remuneration payable to M/s Jitender, Navneet
& Co., Cost Auditors is included in the Notice convening the ensuing Annual General
Meeting. Further, in terms of the
Companies (Accounts) Rules, 2014, it is confirmed that maintenance of
cost records as specified by the Central Government under sub-section (1) of Section 148
of the
Companies Act, 2013, is applicable on your Company and accordingly such
accounts and records are properly made and maintained.
The Report of the Cost Auditors for the FY 2024-25 does not contain any
qualifications, reservations or adverse remarks and the comments given by the Cost
Auditors are self- explanatory and hence, do not call for any further explanations or
comments.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
shareholders of the Company in 29th Annual General Meeting held in the year
2025 had approved the appointment of M/s. Neelam Gupta & Associates, Company
Secretaries (Firm Registration No. S2006DE086800) for a term of 5 (five) consecutive years
commencing from Financial Year April 1, 2025 to March 31, 2030, to undertake secretarial
audit of the Company.
Further, pursuant to the provisions of Regulation 24A, the secretarial
audit report of the Company and its material subsidiaries are attached as Annexure-
II and Annexure- II(A) respectively. Further, the Report of
the Secretarial Auditor for the FY 2025-26 does not contain any qualification, reservation
or adverse remarks. The Secretarial Audit Report confirmsby the Company and FHsL that the
Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and
that there were no deviations or non- compliances.
INTERNAL AUDITORS
The Company has a well-established, independent and in-house Internal
Audit function that is responsible for providing assurance on compliance with operating
systems, internal policies and legal requirements, as well as suggesting improvements to
systems and processes.
The Internal Audit function monitors and evaluates the control systems
in the Company.
The Chief Internal Audit & Risk Officer of the Company reports
functionally to the Audit Committee. Key internal audit findings are presented to the
Audit Committee. For FY26, Internal Audit(s) were performed in accordance with the
Internal Audit plan approved by the Audit Committee.
In addition to the Internal Audit team conducting audit(s) covering key
business processes as per approved plan, Deloitte Touche Tohmatsu India LLP, Ernst &
Young LLP and BDO India Services Private Limited were engaged as an external service
provider to perform Internal Audit for specific processes.
COMPLIANCE OF SECRETARIAL STANDARD
During the period under review, your Company has complied with the
mandatory applicable provisions of Secretarial Standards issued by the Institute of
Company Secretaries of India.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS
During FY 2017-18 the Company, the Securities and Exchange Board of
India (SEBI), initiated investigation w.r.t. siphoning of approx. C 5 Billion by its
ex-promoters. Post investigation, SEBI had issued two Show Cause Notices i.e., dated
November 12, 2020 (SCN 1) and April 9, 2021 (SCN 2), respectively.
A Show-Cause Notice (SCN- 1) was issued by SEBI to various entities
including the Company and FHsL on November 20, 2020. In the SCN- 1, it was inter-alia
alleged that the consolidated financials of the Company at the relevant period were untrue
and misleading for the shareholders of the Company and the Company had circumvented
certain provisions of the SEBI Act, Securities Contracts (Regulation) Act, 1956, and
certain SEBI regulations. In response, a joint representation/reply was filed on December
28, 2020 praying for quashing of the SCN- 1 by inter alia reiterating that the Company and
FHsL, were in fact victims of the schemes of the Erstwhile Promoters (Malvinder Mohan
Singh and Shivinder Mohan Singh) and justice, equity and fairness demands that the victim
ought not be punished for the offences of the wrongdoers. All acts impugned in the SCN- 1
relate to the period when the Erstwhile Promoters controlled the affairs of Company and
FHsL and the erstwhile Promoters are no longer involved in the affairs of the Company and
FHsL. The Erstwhile Promoters were responsible for financial misrepresentation and not the
Company and FHsL. Post resignation of the
Erstwhile Promoters in February 2018, the Board of Directors of the
Company, solely comprising Independent Directors looked after its welfare. The new
promoter of the Company (i.e. NTK Venture Pte. Ltd.) assumed control of the Company
pursuant to a preferential allotment, which was approved by both Competition Commission of
India and got triggered SEBI,which approved the open offer 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 theErstwhile Promoters and significant diverted amounts. SEBI passed
an order dated 19.04.2022 w.r.t SCN -1 directing the Company & FHsL to pursue the
measures taken to recover the amount of C 397.12 Crores (approx.) along with the interest
from Erstwhile Promoters; & Audit Committee to regularly monitor the progress of such
measures and report the same to board of directors at regular intervals. SEBI had imposed
a penalty of C 50 lakh and C 1 Crore on FHsL and the Company respectively.
On April 09, 2021, SEBI issued another Show cause notice (SCN - 2) to
various noticees including Escorts Heart Institute and Research Centre Limited
(EHIRCL). In the said show cause notice, with respect to EHIRCL, it was
alleged that C 567 crore was lent by the Company to EHIRCL in 2011, which was subsequently
transferred by EHIRCL to Lowe Infra and Wellness Private Limited (Lowe) in
multiple transactions for the purchase of a land parcel. This land parcel, which was
allegedly indirectly to be acquired by the Company through its subsidiary EHIRCL and
another entity Lowe, was then transferred to RHC Holdings Private
Limited (RHC Holdings). It was stated in the said Show
cause notice that a structured rotation of funds was carried out to portray that the loan
extended by the Company for the purchase of land had been paid back with interest in the
year 2011. It is alleged that the Company was actually paid back by RHC Holding over a
period of four years ending on July 31, 2015. In this respect, the Company and FHsL funds
were allegedly routed through various layers in order to camouflage the transactions, and
to circumvent legal provisions with respect to related party transactions.
In the Show cause Notice dated April 09, 2021 EHIRCL had been clubbed
along with the other noticees, and had been painted with the same brush as the other
noticees in alleging that certain noticees, including EHIRCL, were part of a fraudulent
and deceptive device wherein they acted in fraudulent manner which led to the misuse
and/or diversion of funds from a listed company i.e. FHL, amounting to approximately C
397.12 crore for the ultimate benefit of RHC Holdings and the erstwhile promoters.
Thereby, it is alleged that EHIRCL has aided and abetted the routing of funds from the
Company, ultimately to RHC Holdings, for the benefit of the promoter entities.
Further, after adjudicating the Show Cause Notice dated April 09, 2021,
SEBI passed an order dated 18.5.2022 wherein it held that EHIRCL is responsible for
fraudulent scheme perpetrated at the behest of the then management of FHL/FHsL for the
benefit of their then promoters and therefore has violated the relevant provisions of SEBI
(PFUTP) Regulations. SEBI acknowledged the fact that EHIRCL working under a completely new
management presently and the said revamped management has already taken steps against the
erstwhile promoters for the fraud perpetrated under their watch, shall serve as a
mitigating factor while computing the penalty under section 15HA of the SEBI Act. Having
said this, SEBI vide order dated
18.5.2022 imposed a penalty of C 1 crore on EHIRCL for violation of
certain provisions of SEBI laws. The reasoning that was adopted for imposition of penalty
on EHIRCL appears to be exactly on the same lines as the reasoning in the case of FHL and
FHsL. SEBI vide order dated May 18, 2022, passed in the Show Cause Notice dated April 09,
2021, imposed a penalty of C
1 (one) Crore on EHIRCL after finding that there has been violation of
certain provisions of SEBI laws. While imposing the said penalty, SEBI acknowledged that
EHIRCL working under a completely new management presently and the said revamped
management have already initiated civil and criminal actions against the erstwhile
promoters for the fraud perpetrated under their watch.
Both the orders dated 19.4.2022 and 18.5.2022 passed by
SEBI have been appealed against by the Company, FHsL and EHIRCL before
Securities Appellate Tribunal, Mumbai (SAT). On deposit of 50% of the penalty
amount, in respect of FHSL & FHL, recovery of total penalty amount has been stayed and
in respect of EHIRCL, operation of SEBI
Order 18.5.2022 has been stayed. Appeals are pending adjudication.
During the Financial Year, Hon'ble High Court of Delhi on October
29, 2024 directed the Learned Joint Registrar High Court of Delhi to conduct
auction of Fortis' brand and allied trademarks. In the auction conducted on
December 21, 2024 by the Court appointed auctioneer, only your Company participated and
was declared as the successful bidder. Bid price was C 200 Crores. Owner of brand
Fortis' had objected to the valuation of brand and the auction process.
However, the Hon'ble Court vide its order dated
March 25, 2025 confirmed the sale of brand Fortis' in favor
of your Company. As per bid condition, your Company has deposited C 200 Crore with the
Registrar General High
Court of Delhi. Applicable GST, if any, will be over & above the
bid amount and will be paid at a later stage. Learned
Joint Registrar- High Court of Delhi vide its order dated April 21,
2025 has issued Certificate of Sale in favour of your Company. Actions have
been initiated for registration of Fortis and allied trademarks in favor of the Company.
CAPITAL STRUCTURE & STOCK OPTIONS
During the year under review there was no change in the Capital
Structure of the Company.
Further, the shareholders of the Company through resolution passed by
postal ballot on March 18, 2026 has approved the Fortis Healthcare Limited Stock
Option Scheme 2026 to create offer and grant from time to time, in one or more
tranches, not exceeding 1,50,99,163 (One Crore Fifty Lakhs Ninety-Nine Thousands One
Hundred Sixty Three) employees stock options to employees of the company & its
subsidiary & associate companies. Further, the Nomination & Remuneration Committee
at its meeting held on April 23, 2026 has approved the grant of upto 1,32,05,200 (One
Crore Thirty Two Lakhs Five Thousand Two Hundred) Options to the eligible employees under
Fortis Healthcare Limited Employee Stock Option Scheme 2026. No stock options were granted
under Employee Stock Option Plan 2007 and Employee Stock Option Plan 2011. The Company
currently manages its stock options through Employee Stock Option Plan 2007,
Employee Stock Option Plan 2011 and Employee Stock Option Plan
2026 (Schemes) as approved by the shareholders. The
Nomination and Remuneration Committee of the Board of Directors of the
Company, inter alia, administers and monitors the Schemes of the Company. Each option when
exercised would be converted into one fully paid up equity share of C 10 each of the
Company. Disclosure pursuant to the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31, 2026 is
available at the website of the Company at https://www.fortishealthcare.com/
investors/annual-reports/476. Company The certificate stating that the Schemes have been
implemented in accordance with the SEBI Regulations would be placed at the ensuing Annual
General Meeting for inspection by members.
The Company has not made any provision of money for purchase of, or
subscription for, its own shares or of its holding Company.
Details pertaining to shares in suspense account are specified in the
report of Corporate Governance forming part of the Board Report.
CORPORATE GOVERNANCE REPORT
As required under Regulation 34 read with Schedule V of the SEBI
Listing Regulations, the Corporate Governance Report forms part of this Integrated Annual
Report. The certificate compliance with the corporate governance norms in terms of the
SEBI Listing Regulations is annexed to the Corporate Governance Report, which forms part
of this Integrated
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Integrated Annual Report contains a dedicated section on the
Management Discussion and Analysis Report, prepared in line with Regulation 34 of the SEBI
Listing
Regulations. This section also covers the consolidated
operations,reflecting . the global footprint of our business
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2026 is available on the Company's website at
https://www.fortishealthcare. com/investors/annual-return/479
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars required under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding Conservation
of Energy and Technology Absorption, is given in Annexure III,
forming part of the Board's Report. Further, details pertaining to Foreign Exchange
Earnings and Outgo is as given below:
TOTAL FOREIGN EXCHANGE EARNED AND USED (BASED ON STANDALONE FINANCIAL
STATEMENTS)
| Particulars |
Amount (E in Lakhs) |
| Foreign Exchange earned in terms of Actual Inflows |
55.95 |
| Foreign Exchange outgo in terms of Actual Outflows |
2.47 |
Note: Earning and expenditure in foreign currency is on accrual basis.
CORPORATE SOCIAL RESPONSIBILITY - OUR JOURNEY THROUGH THE PAST YEAR
The CSR Policy (approved by the Board of Directors) approaches this
area under the philosophy that the
Company's efforts should strive towards building and sustaining
healthier humanity and fostering the holistic well-being of communities. The policy
elucidates the concept of growing our business in a socially and environmentally
responsible manner through an active role in empowering communities and driving social
development and positive change.
The policy has defined the roles and responsibilities associated with
governance and administration of design and implementation of initiatives. It further
clarifies the criteria for identifying eligible programmes, mechanisms for monitoring,
evaluation and as well as reporting and disclosure requirements. As an enterprise in the
critical domain of healthcare, the Company has participated and implemented various
socially responsive programs since its inception. These programs are consistent with the
themes outlined in the relevant Acts as well as the CSR policy of the organization.
The policy as approved by the Board is available on the Company's
website at: https://www.fortishealthcare.com/investors
During the year, the Company engaged Sattva Media and Consulting Pvt.
Ltd. (Sattva Consulting) as an external agency/ advisor for undertaking CSR
activities of the Company and its subsidiaries for the financial year 2025-26. Further,
Sattva
Consulting is engaged in the business of, inter alia, providing
consultancy services in the social impact sector and implementation of corporate social
responsibility programmes/ initiatives.
This year Company and its subsidiaries contributed their CSR Fund to
the PHC Upgradation, Access to Treatment India Cancer Society, Access to Treatment PCI
India, Access to Treatment, Whole School Transformation, Aspiring Doctors
Programs and Apprenticeship program as highlighted in the table shown
below:
Qualifying Amount & Spent during the FY 2025-26 (Rs in
Lakhs)
| Particulars |
FHL |
FHTL |
IHL |
EHSSHL |
TOTAL |
| FY 2025-26 (Qualifying Amount) |
2,89,90,200 |
2,90,67,027 |
5,11,37,254 |
14,44,803 |
11,06,39,284 |
| Total (A) |
2,89,90,200 |
2,90,67,027 |
5,11,37,254 |
14,44,803 |
11,06,39,284 |
| Spent For |
|
|
|
|
|
| PHC upgradation - Doctors For You |
0 |
0 |
1,08,94,000 |
0 |
1,08,94,000 |
| Access to Treatment - Indian Cancer |
50,53,326 |
7,94,443 |
7,94,443 |
0 |
66,42,212 |
| Society |
|
|
|
|
|
| Access to Treatment - PCI India |
0 |
16,03,014 |
50,37,480 |
0 |
66,40,494 |
| Access to Treatment - Federation of Indian Chambers of
Commerce & Industry |
0 |
0 |
14,57,500 |
0 |
14,57,500 |
| Whole School Transformation - YUVA Unstoppable |
0 |
3,24,00,000 |
91,50,277 |
14,44,803 |
4,29,95,080 |
| Fortis and Agilus Aspiring Doctors |
25,00,000 |
10,00,000 |
71,00,000 |
0 |
1,06,00,000 |
| Program - Foundation for Excellence |
|
|
|
|
|
| Apprenticeship Program - Direct Implementation |
2,10,00,000 |
80,00,000 |
1,60,00,000 |
0 |
4,50,00,000 |
| Impact Assessment - Sattva Consulting |
1,32,000 |
0 |
0 |
0 |
1,32,000 |
| Program Management Fee - Sattva Consulting |
3,04,874 |
13,36,753 |
7,03,554 |
0 |
23,45,181 |
| Total (B) |
2,89,90,200 |
4,51,34,210 |
5,11,37,254 |
14,44,803 |
12,67,06,467 |
Report pursuant to Clause O of Sub-Section 3 of Section 134 of the
Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility) Rules,
2014 is given in Annexure IV.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company as on date of this report
comprises Nine (09) directors, of which one (1) is a Managing Director and CEO (Executive
Director), three (3) are Independent Directors including one (1) Women Director and rest
of the five (5) directors are Non- Executive & Non- Independent Directors. In
accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr.
Ashok Pandit and Mr. Prem Kumar Nair, Non-Executive Non- Independent
Directors are liable to retire by rotation at the ensuing Annual General Meeting and have
offered themselves for re-appointment. On the recommendation from Nomination &
Remuneration Committee, the Board has recommended their re-appointment as the directors
liable to retire by rotation.
As required under Regulation 36 of SEBI LODR and Secretarial Standards
information or details of Mr. Ashok Pandit and Mr. Prem Kumar Nair, Non-Executive Non-
Independent Directors, are provided in the Notice convening the ensuing Annual General
Meeting.
During the year under review, Mr. Mehmet Ali Aydinlar had resigned from
the position of Non Executive & Non- Independent Director w.e.f. June 27, 2025 (close
of Business Hours).
Ms. Shailaja Chandra had ceased to be an Independent
Director w.e.f. June 27, 2025 due to completion of her tenure.
Mr. Keith Hsiu Chin Lim has been appointed as an additional director
(Non-Executive & Non-Independent Director) w.e.f. September 09, 2025. Further pursuant
to the Regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015, the Company obtained the
approval of shareholders confirming the appointment of Mr. Keith Hsiu Chin Lim as
Non-Executive & Non-Independent Director of the Company vide postal ballot on November
15, 2025.
Mr. Tomo Nagahiro had resigned from the position as Non-Executive &
Non-Independent Director w.e.f September 09, 2025 (close of Business Hours).
Mr. Mohd Shahazwan Bin Mohd Harris has been appointed as an additional
director (Non-Executive & Non-Independent Director) w.e.f. December 19, 2025.
Further pursuant to the Regulation 17(1)(c) of the SEBI (LODR)
Regulations, 2015, the Company obtained the approval of shareholders confirming the
appointment of Mr. Mohd Shahazwan Bin Mohd Harris as Non-Executive & Non-Independent
Director of the Company vide postal ballot on January 22, 2026. Mr. Lim Tsin Lin had
resigned from the position as Non-Executive & Non-Independent Director w.e.f December
19, 2025 (close of Business Hours).
No director of the Company was disqualified to become/ continue as
Director of the Company, in terms of the provisions of the Companies Act, 2013 and the
rules made thereunder.
There is no inter-se relationship between the Board Members.
During the FY 2025-26, Eight (8) Meetings were held by the Board of
Directors. The details of Board / Committee meetings and the attendance of Directors are
provided in the Corporate Governance Report.
INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In
terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they meet the criteria of independence as provided in clause (b) of
sub-regulation (1) of regulation 16 and they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence. The Independent Directors of the
Company have undertaken requisite steps towards the inclusion of their
names in the data bank of Independent Directors maintained with the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors)
Rules, 2014.
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. They
fulfill the conditions specified in the Act as well as the Rules made thereunder and are
independent of the Management.
DETAILS OF KEY MANAGERIAL PERSONNEL ARE AS UNDER:
| Name |
Designation |
| Dr. Ashutosh Raghuvanshi |
Managing Director and Chief Executive Officer |
| Mr. Vivek Kumar Goyal |
Chief Financial Officer |
| Mr. Satyendra Chauhan |
Company Secretary & Compliance Officer |
Disclosures regarding the following are mentioned in report on
Corporate Governance forming part of this report.
1. Composition of Committee(s) of the Board of Director and other
details;
2. Details of establishment of Vigil Mechanism;
3. Details of remuneration paid to all the Directors including Stock
options; and
4. Commission received by Independent Directors; if any.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board and the respective committees are required to carry out
performance evaluation of the Board as a body, the Directors individually, Chairman as
well as that of its Committees.
The Nomination of Remuneration Committee (NRC) and the
Board have laid down the manner in which formal annual evaluation of the performance of
the Board, it's committees and individual directors is required to be made.
The following process of evaluation was approved by the Nomination and
Remuneration Committee and the Board of Directors:
| Process |
Remarks |
Criteria for Evaluation (including
Independent Directors) |
| 1. Kick Off Board Evaluation Program |
The NRC Chairperson kick starts the process. The relevant
questionnaires were circulated to the Board members. |
- |
| 2. Evaluation forms |
The feedback so received from the members on the process was
collated by Chief Human Resource Officer (CHRO). |
This includes Board focus (Strategic inputs), Board Meeting
Management, suggestions to improve Board performance Board Effectiveness Management
Engagement, governance, risk management and addressing of follow up requests. |
| 3. Evaluation by the Board and of Independent Directors |
A compilation of the individual self- assessments was placed
at the meeting of the Board of Directors to review collectively. |
This includes demonstration of integrity, commitment,
attendance at the meetings, contribution and participation, professionalism, contribution
while developing Annual Operating Plans, demonstration of roles and responsibilities,
review of high risk issues & grievance redressal mechanism, succession planning,
Effectiveness of Board Committees etc. |
| 4. Final recording and reporting |
Based on the findings of the assessment, CHRO circulated a
report to the Board members for further discussion and action planning. Based on the
above, a final report on Board Evaluation 2025-26 was presented at a meeting of the Board
of Directors held in May 2026. |
The report includes key highlights, a presentation of an
analysis of each response, actionable insights and comments. |
MANAGERIAL REMUNERATION
Details pertaining to Remuneration as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (a) The Ratio of the Remuneration of each Director to
the median remuneration of the Employees of the Company for the
FY 2025-26* along with the percentage increase in remuneration of each
Director, Chief Financial Officer, Officer, Company Secretary or Manager, if any, during
the financial year underreview:
| Name of the Director |
Designation |
Remuneration of Director/ KMP for FY
2025-26 (E in Crores) |
Median Remuneration of Employees E (
in Crores) |
Ratio of remuneration of each Director
to the median remuneration of the employees |
% Increase/ Decrease in remuneration in
FY 2025-26 |
| 1 Dr. Ashutosh Raghuvanshi* |
Managing Director and Chief Executive Officer |
10.30 |
|
216.15:1 |
6.00% |
| 2 Mr. Leo Puri# |
Chairman (Independent Director) |
2.07 |
|
43.40:1 |
276.36 |
| 3 Mr. Dilip Kadambi# |
Non-Executive Director |
0.1 |
|
2.10:1 |
0 |
| 4 Mr. Indrajit Banerjee# |
Independent Director |
1.02 |
|
21.28:1 |
(3.33) |
| 5 Ms. Shailaja Chandra** |
Independent Director |
0.27 |
|
5.60:1 |
NA |
| 6 Ms. Suvalaxmi Chakraborty# |
Independent Director |
0.92 |
|
19.18:1 |
(2.66) |
| 7 Mr. Mehmet Ali Aydinlar*** |
Non-Executive Director |
- |
|
- |
NA |
| 8 Mr. Tomo Nagahiro**** |
Non-Executive Director |
0.03 |
|
0.63:1 |
NA |
| 9 Mr. Lim Tsin Lin***** |
Non-Executive Director |
0.03 |
0.0477 |
0.63:1 |
NA |
| 10 Mr. Ashok Pandit# |
Non-Executive Director |
0.2 |
|
4.19:1 |
11.11 |
| 11 Dr. Prem Kumar Nair# |
Non-Executive Director |
0.11 |
|
2.31:1 |
(21.43) |
| 12 Mr. Mohd Shahazwan Bin Mohd Harris@@ |
Non-Executive Director |
- |
|
- |
NA |
| 13 Dr. Keith Hsiu Chin Lim## |
Non-Executive Director |
0.05 |
|
1.05:1 |
NA |
| 14 Mr. Vivek Kumar Goyal |
Chief Financial Officer |
6.19 |
|
130.03:1 |
5.99% ! |
| 15 Mr. Satyendra Chauhan |
Company Secretary & Compliance Officer |
1.4 |
|
29.50:1 |
6.48% |
* Annual salary paid, including taxable perquisites, excluding
interest accrued on employer contributions to Provident Fund and National Pension Scheme
for prior periods, as well as reimbursements made against submitted expense bills.
# All Non-Executive Directors including Independent Directors
are paid sitting fees on the basis of their attendance at the Board/ Committee Meetings.
Any variation highlighted above in the remuneration of these Directors is on account of
the number of meetings held or attended during the year. Further, Independent Directors
were also eligible for the commission, during the period under review.
** Ms. Shailaja Chandra had ceased to be an Independent Director
w.e.f. June 27, 2025 due to completion of her tenure.
*** Mr. Mehmet Ali Aydinlar had resigned from the position of Non
Executive & Non- Independent Director w.e.f. June 27, 2025 (close of Business
Hours). **** Mr. Tomo Nagahiro had resigned from the position as Non-Executive &
Non-Independent Director w.e.f September 09, 2025 (close of Business Hours). ***** Mr. Lim
Tsin Lin had resigned from the position as Non-Executive & Non-Independent Director
w.e.f December 19, 2025 (close of Business Hours). @@ Mr. Mohd Shahazwan Bin Mohd Harris
has been appointed as Non-Executive & Non-Independent Director w.e.f. December 19,
2025
## Mr. Keith Hsiu Chin Lim has been appointed as Non-Executive
& Non-Independent Director w.e.f. September 09, 2025.
# ! Increment percentage is calculated on the Total Cost To The Company
(TCTC).
(b) The percentage increase in the median remuneration of employees in
the financial year- 9.81% Note - The median salary increment in salary was calculated by
comparing the salaries of employees who were active as of 31 March 2025 with their
salaries as of 31 March 2026, considering only employees who received a salary increment
during the year.
(c) The number of permanent employees on the roll of the Company is
3629 as on March 31, 2026, this includes the full time retainers.
(d) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and any exceptional circumstances for increase in the managerial remuneration**
| Particulars |
For the Financial Year 2025-26 |
| (A) Average percentile increases already made in the salaries
of employees other than the managerial personnel |
12.87% |
| (B) Percentile increase in the managerial remuneration |
6.16% |
| Comparison of (A) and (B) |
+6.71% |
| Justification |
The Company's average salary increment,
excluding KMPs, is 12.87%. The percentage increment varies across job grades, with lower
grades typically receiving higher increments compared to senior grades. |
|
Additionally, market corrections and
promotions are also factored into the overall increment. |
| Any exceptional circumstances for increase in the managerial
remuneration |
Not Applicable |
**The percentage increase in salary was calculated by comparing the
salaries of employees who were active as of 31 March 2025 with their salaries as of 31
March 2026, considering only employees who received a salary increment during the year.
(e) Remuneration paid to Directors and KMPs is as per the Remuneration
Policy of the Company.
REMUNERATION POLICY
On the recommendation of the Nomination and Remuneration Committee, the
Board has framed a policy for selecting and appointing Directors, Senior Management, and
their remuneration including criteria for determining qualifications, positive attributes,
independence of a Director, etc. Details of the Remuneration Policy and changes, if any,
are stated in the Corporate Governance Report.
Your Company has from time to time familiarized the Board of Directors
with the Company's operations, their roles, rights, responsibilities in your Company,
nature of the industry in which your Company operates, business model of your Company,
etc. The same is governed by a template viz Board of Directors Governance Standard and it
is available on the website of the Company at https:// www.fortishealthcare.com/investors/
policies-&-code/483
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of your Company, will be provided upon request. In terms of Section
136 of the Companies
Act, 2013, the Report and Accounts are being sent to the Members and
others entitled thereto, excluding the information on employees' particulars which is
available for inspection by the Members at the Registered Office and / or Corporate Office
of the Company during business hours between 10.00 am to 12.00 noon on working days
(Except Saturday and Sunday) of the Company up to the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to
the Company Secretary in this regard.
RELATED PARTY TRANSACTIONS
Disclosures as required under Section 134(3)(h) read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, are given in Annexure - V in Form
AOC- 2 as specified under the Companies Act, 2013.
The Related Party Transactions are placed before the Audit Committee
for approval as required under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseeable and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted are audited and a statement giving
details of all related party transactions is placed before the Audit Committee for their
review on a quarterly basis. The policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website at
https://www.fortishealthcare.com/investors/ policies-&-code/483.
None of the current Directors has any pecuniary relationship or
transaction vis-a-vis your Company, except to the extent of sitting fees and
remuneration/commission approved by the Board of Directors and/or thereonshareholders are
of your Company and as disclosed in this Annual Report.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE AND DISCLOSURE ON ONE-TIME SETTLEMENT
As on the date of the Report no application was pending under the
Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under
(IBC') during the FY 2025-26. Further, the Company has not made any one-time
settlement.
RISK MANAGEMENT POLICY AND FRAMEWORK
The Company has a robust process for managing the top risks, overseen
by the RMC. As part of this process, the Company has identified the risks with the highest
impact and then assigned a likely probability of occurrence. Your company has also defined
quantitative Key Risk Indicators (KRIs) to monitor the effectiveness of actions take to
mitigate the identified risks. Mitigation plans for each risk have also been put in place
and are reviewed by the Management every six months before presenting to the RMC. The RMC
has set out a review process to report to the Board on the progress of the initiatives for
the major risks of each of the businesses.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
Your Company has adopted a Policy for Prevention, Prohibition and
Redressal of Sexual Harassment. As per the requirement of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and Rules made thereunder, your Company has constituted Internal
Complaints Committees (ICC). The details of complaints received, disposed off and pending
for more than ninety days are hereunder:
(a) Number of complaints of sexual harassment received in the year
8
(b) number of complaints disposed off during the year 7*
(c ) number of cases pending for more than ninety days Nil
*The one complaint which was reported in March 2026 has been resolved
in the month of April 2026 itself.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
During the period under review, the Company has duly complied with the
applicable provisions of the Maternity Benefit Act, 1961.
DISCLOSURE REQUIREMENTS
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Corporate Governance Report with Auditors' certificate which forms
part of this report.
Further, pursuant to the provisions of Section 143(12) of the Companies
Act 2013, neither the Statutory Auditors nor the Secretarial Auditors & Cost Auditors
have reported any incident of Fraud to the Audit Committee or the Board during the period
under review.
CODE OF CONDUCT
Declaration by Dr. Ashutosh Raghuvanshi, Managing
Director and Chief Executive Officer confirmingcompliance with the
Fortis Code of Conduct' is enclosed with Corporate Governance Report.
CERTIFICATE BY STATUTORY AUDITORS FOR DOWNSTREAM INVESTMENT
A certificate stating that your Company has duly complied with the
requirements of downstream investment made by your Company to second level entities in
accordance with
Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations,
2017 would be available at the Annual General Meeting for inspection by
members.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanations relating to material
departures therefrom, if any;
b) They had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your Company at the end of the
financial year and of the profit of your company for the Financial year ended March 31,
2026; sufficient
c) Proper and care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financialcontrols have been laid down and that such
internal financial controls were adequate and were operating effectively; and
f) There are proper systems in place to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively
ACKNOWLEDGEMENT
Your Directors place on record their gratitude to the Central
Government, State Governments and all other Government agencies for the assistance,
co-operation and encouragement they have extended to the Company. Your Directors also take
this opportunity to extend a special thanks to the medical fraternity and patients for
their continued cooperation, patronage and trust in the Company.
Your Directors are glad to place on record that your Company has posted
a strong financial performance during the year and greatly appreciate the commitment and
dedication of all the employees, that has contributed to the growth and success of the
Company. Your Directors also thank all the strategic partners, business associates,
Debenture Trustee/Holders Banks, financial institutions for their
assistance, co-operation and encouragement to the Company during the year.
Last but not the least your Directors thank the Shareholders of the
Company for their continued faith in the Company.
| For Fortis Healthcare Limited |
|
| Sd/- |
Sd/- |
| Dr. Ashutosh Raghuvanshi |
Leo Puri |
| Managing Director and Chief Executive Officer |
Chairman (Independent Director) |
| DIN: 02775637 |
DIN: 01764813 |
| Date: May 22, 2026 |
|
| Place: Gurugram |
|
|