LETTER OF OFFER Dated September 22, 2009

For Equity Shareholders of the Company only

FORTIS HEALTHCARE LIMITED

(Incorporated in New Delhi, India on February 28, 1996 under the Companies Act, 1956 as a public limited company. For details of changes in the name and registered office, see the section titled

“History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer.) Registered Office: Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India.

Tel: +91 11 2682 5000. Fax: +91 11 4162 8435. Contact Person: Ms. Ruchi Mahajan, Company Secretary and Compliance Officer.

Tel: +91 11 4713 4729, Fax: +91 11 4162 8435. E-mail: fortis.rights@fortishealthcare.com. Website: www.fortishealthcare.com.

The names of the promoters of the Company are Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and Fortis Healthcare Holdings Limited.

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY

LETTER OF OFFER

ISSUE OF 90,646,936 EQUITY SHARES WITH A FACE VALUE OF RS.10 EACH AT A PREMIUM OF RS.100 PER EQUITY SHARE FOR

AN AMOUNT AGGREGATING RS.9,971.16 MILLION ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF TWO EQUITY SHARE(S) FOR EVERY FIVE FULLY PAID-UP EQUITY SHARE(S) HELD BY THE

EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON AUGUST 20, 2009. FOR EVERY EQUITY SHARE

ALLOTED ON A RIGHTS BASIS, ONE DETACHABLE WARRANT WILL BE ISSUED AND ALLOTTED. THE ISSUE PRICE IS 11 TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, SEE THE SECTION TITLED “TERMS AND

PROCEDURE OF THE ISSUE” BEGINNING ON PAGE 422 OF THIS LETTER OF OFFER.

GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The securities offered in the Issue have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer to the section titled “Risk Factors” beginning on page viii of this Letter of Offer.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing equity shares of the Company are listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). The Company has received in-principle approvals from the BSE and the NSE for listing the Equity Shares and the Detachable Warrants arising from the Issue pursuant to letters dated April 20, 2009 and April 17, 2009, respectively. For the purposes of the Issue, the NSE shall be the Designated Stock Exchange. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

Enam Securities Private Limited

801/802, Dalamal Towers Nariman Point Mumbai 400 021, India Tel: +91 22 6638 1800 Fax: +91 22 2284 6824 E-mail: fortis.rights@enam.com Investor Grievance E-mail: complaints@enam.com Contact Person: Ms. Kanika Sarawgi Website: www.enam.com SEBI Registration Number: INM000006856

Link Intime India Private Limited C-13 Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Mumbai 400 078, India Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 E-mail: fortis.rights@linkintime.co.in Contact Person: Ms. Deepali More Website: www.linkintime.co.in SEBI Registration Number: INR000004058

ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT

APPLICATION FORMS

ISSUE CLOSES ON

SEPTEMBER 30, 2009 OCTOBER 7, 2009 OCTOBER 15, 2009

TABLE OF CONTENTS

SECTION 1 - GENERAL.............................................................................................................................. I DEFINITIONS AND ABBREVIATIONS................................................................................................. I PRESENTATION OF FINANCIAL AND MARKET DATA..................................................................VI FORWARD-LOOKING STATEMENTS.............................................................................................. VII

SECTION II - RISK FACTORS ............................................................................................................. VIII

RISK FACTORS ................................................................................................................................. VIII SECTION III - INTRODUCTION................................................................................................................1

SUMMARY .............................................................................................................................................1 THE ISSUE ..............................................................................................................................................9 SUMMARY FINANCIAL INFORMATION...........................................................................................10 GENERAL INFORMATION..................................................................................................................19 CAPITAL STRUCTURE ........................................................................................................................26 OBJECTS OF THE ISSUE .....................................................................................................................43 BASIS FOR THE ISSUE PRICE ............................................................................................................57 STATEMENT OF TAX BENEFITS .......................................................................................................60

SECTION IV - ABOUT US .........................................................................................................................68

INDUSTRY............................................................................................................................................68 OUR BUSINESS ....................................................................................................................................76 THE WOCKHARDT HOSPITALS ACQUISITION .............................................................................117 REGULATIONS AND POLICIES IN INDIA .......................................................................................130 HISTORY AND CERTAIN CORPORATE MATTERS........................................................................134 OUR MANAGEMENT.........................................................................................................................191 OUR PROMOTERS AND PROMOTER GROUP.................................................................................206 RELATED PARTY TRANSACTIONS.................................................................................................273 DIVIDEND POLICY............................................................................................................................274

SECTION V - FINANCIAL INFORMATION ......................................................................................... F-1

FINANCIAL STATEMENTS............................................................................................................... F-1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS .......................................................................................................275 FINANCIAL INDEBTEDNESS ...........................................................................................................305

SECTION VI - LEGAL AND OTHER INFORMATION ........................................................................312

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS...............................................312 GOVERNMENT AND OTHER APPROVALS.....................................................................................384 STATUTORY AND OTHER INFORMATION ....................................................................................408

SECTION VII - ISSUE RELATED INFORMATION..............................................................................422

TERMS AND PROCEDURE OF THE ISSUE ......................................................................................422 SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE

COMPANY .........................................................................................................................................458 MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY.................................458

SECTION IX - OTHER INFORMATION................................................................................................504

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.................................................504 DECLARATION ..................................................................................................................................508

i

SECTION 1 - GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms have the following meanings in this Letter of Offer. Company Related Terms

Term Description

“Fortis Healthcare Limited”, or, “FHL”, or, “the Company”, or, “the Issuer”

Fortis Healthcare Limited, a public limited company incorporated under the Companies Act.

“Fortis Group” or “we” or “us” or “our”

Fortis Healthcare Limited, its Subsidiaries and its Associates, on a consolidated basis.

Articles/Articles of Association

Articles of Association of the Company, as amended.

Associates Hiranandani Healthcare Private Limited, Malar Hospitals Limited, Medical and Surgical Centre Limited and Sunrise Medicare Private Limited.

Auditors The statutory auditors of the Company being, S.R. Batliboi & Co., Chartered Accountants.

Board of Directors/Board The board of directors of the Company or a duly constituted committee thereof. Director(s) The director(s) of the Company, as appointed from time to time. ESOP 2007 Fortis Employee Stock Option Plan 2007. Equity Shares Equity shares of the Company of face value Rs.10 each. FHHL Fortis Healthcare Holdings Limited. Memorandum/ Memorandum of Association

The memorandum of association of the Company, as amended.

Preference Shares Preference Shares (Class A), Preference Shares (Class B) and Preference Shares (Class C).

Preference Shares (Class A)

1% redeemable non-cumulative preference shares of the Company of face value of Rs.100,000 each.

Preference Shares (Class B)

5% redeemable non-cumulative preference shares of the Company of face value of Rs.10 each.

Preference Shares (Class C)

Zero percent redeemable cumulative preference shares of the Company of face value of Rs.10 each.

Promoter Group The individuals, companies and firms mentioned in the section titled “Our Promoters and Promoter Group” beginning on page 206 of this Letter of Offer.

Promoters Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and FHHL. Registered Office Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. Subsidiaries Escorts Heart Institute and Research Centre Limited, Escorts Heart and Super

Speciality Institute Limited, Escorts Heart Centre Limited, Escorts Hospital and Research Centre Limited, Escorts Heart and Super Speciality Hospital Limited, International Hospital Limited, Fortis Healthcare International Limited, Fortis Hospotel Limited, Fortis Hospital Management Limited, Fortis Health Management Limited, Fortis Hospitals Limited, Fortis Emergency Services Limited and Lalitha Healthcare Private Limited.

Issue Related Terms

Term Description

Abridged Letter of Offer The abridged letter of offer to be sent to the eligible Equity Shareholders in accordance with the SEBI Regulations and the terms and conditions specified in the section titled

ii

Term Description

“Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer. Application Money The aggregate amount payable in respect of the Equity Shares with Detachable

Warrants applied for in the Issue at the Issue Price of Rs.110. Application Supported by Blocked Account/ASBA

An application, whether physical or electronic, used by an ASBA Applicant to apply for the Equity Shares with Detachable Warrants in the Issue, together with an authorization to an SCSB to block the Application Money in the specified bank account maintained by such ASBA Applicant with such SCSB.

ASBA Applicants Any eligible Equity Shareholders who intend to apply through ASBA and (a) are holding Equity Shares in dematerialized form as on the Record Date and have applied for (i) their Rights Entitlement or (ii) their Rights Entitlement and Equity Shares with Detachable Warrants in addition to their Rights Entitlement, in dematerialized form; (b) have not renounced their Rights Entitlement in full or in part; (c) are not renouncees and (d) are applying through blocking of funds in bank accounts maintained with SCSBs.

Bankers to the Issue Standard Chartered Bank, YES Bank Limited, The Hongkong and Shanghai Banking Corporation Limited and Axis Bank Limited.

BSE The Bombay Stock Exchange Limited. CAF/Composite Application Form

The application form used by eligible Equity Shareholder(s) and renounce(s), if any, to make an application for the issue and allotment of the Equity Shares with Detachable Warrants in the Issue.

CDSL Central Depository Services (India) Limited. Companies Act The Companies Act, 1956, as amended. Consolidated Certificates The Share Certificate and the Warrant Certificate. Controlling Branches The branches of the SCSBs which coordinate with the Registrar to the Issue and the

Stock Exchanges and a list of which is available at http://www.sebi.gov.in. Depositories NSDL and CDSL. Depositories Act The Depositories Act, 1996, as amended. Depository A depository registered with SEBI under the Securities and Exchange Board of India

(Depositories and Participants) Regulations, 1996, as amended. Depository Participant A depository participant as defined under the Depositories Act. Designated Branches Such branches of the SCSBs which shall collect the CAFs of ASBA Applicants and a

list of which is available at http://www.sebi.gov.in. Designated Stock Exchange

The NSE.

Detachable Warrants The detachable warrant(s) of the Company issued and allotted with the Equity Share(s) allotted in the Issue, which shall be exercisable into Equity Share(s), in accordance with the terms and conditions specified in the section titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer.

Draft Letter of Offer The draft letter of offer dated April 1, 2009. ECS Electronic Clearing Services. Equity Shareholder A holder of the Equity Shares. FEMA The Foreign Exchange Management Act, 1999, as amended, and the regulations framed

thereunder. FII Foreign Institutional Investor (as defined under the Securities and Exchange Board of

India (Foreign Institutional Investors) Regulations, 1995, as amended), registered with SEBI.

Fiscal/Financial Year/FY A period of twelve months ended March 31 of that particular year. FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board

of India (Foreign Venture Capital Investors) Regulations, 2000, as amended), registered with SEBI.

IFRS International Financial Reporting Standards. Indian GAAP Generally accepted accounting principles in India. Issue Issue of 90,646,936 Equity Shares with a face value of Rs.10 each at a premium of

Rs.100 per Equity Share for an amount aggregating Rs.9,971.16 million on a rights

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Term Description

basis to the existing Equity Shareholders in the ratio of two Equity Share(s) for every five fully paid-up Equity Share(s) held by the existing Equity Shareholders on the Record Date. For every Equity Share allotted on a rights basis, one Detachable Warrant will be issued and allotted. The issue price is 11 times the face value of the Equity Shares.

Issue Committee A committee of the Board authorized to decide the terms of the Issue. Issue Closing Date October 15, 2009. Issue Opening Date September 30, 2009. Issue Price Rs.110 per Equity Share. Lead Manager Enam Securities Private Limited. Letter of Offer This letter of offer dated September 22, 2009 filed with the Stock Exchanges after

incorporating the comments received from SEBI on the Draft Letter of Offer. MICR Magnetic Ink Character Recognition. Monitoring Agency Rural Electrification Corporation Limited. Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996, as amended. Non Resident(s) Person(s) resident outside India, as defined under FEMA, including FIIs and FVCIs. Notice Period A period within the Warrant Exercise Period as shall be fixed by the Company in its

sole discretion for the purpose of exercise of the Detachable Warrant(s) and prior to the expiry of which if the Detachable Warrant(s) are not exercised, such Detachable Warrant(s) shall lapse.

NRI/ Non Resident Indian

A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin, such terms as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended.

NSDL National Securities Depository Limited. NSE The National Stock Exchange of India Limited. OCB/ Overseas Corporate Body

A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under the FEMA. OCBs are not permitted to participate in the Issue.

Record Date August 20, 2009. Refund Bank Axis Bank Limited. Registrar/ Registrar to the Issue

Link Intime India Private Limited (formerly, Intime Spectrum Registry Limited).

Relevant Date The date fixed by the Company for the determination of the Warrant Exercise Price of the Detachable Warrant(s).

Rights Entitlement Two Equity Share(s) with Detachable Warrant(s) for every five fully paid-up Equity Share(s) held on the Record Date. In addition to the Rights Entitlement, for every Equity Share allotted in the Issue, one Detachable Warrant will be issued and allotted.

RoC Registrar of Companies, NCT of Delhi and Haryana. RTGS Real Time Gross Settlement. SCBSs/Self Certified Syndicate Banks

The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and are recognized as such by SEBI and offer services of ASBA, including blocking of funds in bank accounts. A list of such banks is available at http://www.sebi.gov.in.

SEBI The Securities and Exchange Board of India constituted under the SEBI Act. SEBI Act The Securities and Exchange Board of India Act, 1992, as amended. SEBI Guidelines The Securities and Exchange Board of India (Disclosure and Investor Protection)

Guidelines, 2000, as amended. SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure

iv

Term Description

Requirements) Regulations, 2009. Share Certificate The certificate in respect of the Equity Shares allotted to a folio with a split

performance. Stock Exchanges The BSE and the NSE. Takeover Code The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 1997, as amended. Warrant Certificate The certificate for the Detachable Warrants with a split performance. Warrant Exercise Application Form

The application form used by an eligible Warrant Holder to make an application for the exercise of the Detachable Warrant(s).

Warrant Exercise Period The period commencing after six months from the date of allotment of the Equity Shares in the Issue up to 18 months from the date of allotment of the Equity Shares in the Issue.

Warrant Exercise Price The price at which the Detachable Warrant(s) shall be exercised, which shall be:

A26 + A2

2 where A26 is the average of the weekly closing prices of the Equity Shares on the NSE in the 26 weeks immediately preceding the Relevant Date and A2 is the average of the weekly closing prices of the Equity Shares on the NSE in the two weeks immediately preceding the Relevant Date.

Warrant Holder A holder of the Detachable Warrant(s). Warrant Record Date A record date fixed by the Company, subject to the approval of the Stock Exchanges,

during the Warrant Exercise Period for the Detachable Warrants for purposes of determining the Warrant Holders in connection with the exercise of the Detachable Warrants and their respective entitlements.

Industry Related Terms

Term Description

Inpatient A patient who is residing in the hospital for treatment. IPD Inpatient department. Occupancy Rate Represents the total number of inpatient days divided by the total number of bed days.

Total number of inpatient days represents the sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of days each bed was installed at the hospital during the period.

OPD Outpatient department. Outpatient A patient who is not hospitalized overnight but who visits a hospital, clinic, or

associated facility for diagnosis or treatment. O&M Operation and Management.

Abbreviations

Abbreviation Full Form

AS Accounting Standards as issued by the Institute of Chartered Accountants of India. BPLR Benchmark prime lending rate. CII Confederation of Indian Industries. DDA Delhi Development Authority. DHS Directorate of Health Services, Delhi. DIN Director Identification Number. DPCC Delhi Pollution Control Committee. EBITDA Earnings before interest, taxes, depreciation and amortization. ENT Ear-nose-throat.

v

Abbreviation Full Form

FICCI Federation of Indian Chambers of Commerce and Industry. FIPB Foreign Investment Promotion Board. GDP Gross Domestic Product. IT Act The Income Tax Act 1961, as amended. ITAT Income Tax Appellate Tribunal. IT Department Department of Income Tax. L&DO Land & Development Office of the Ministry of Urban Development of the Government

of India. LIBOR London Inter Bank Offered Rate. MCX Multi Commodity Exchange of India Limited. NASSCOM National Association of Software and Services Companies. NBFC Non Banking Financial Company as defined under the Reserve Bank of India Act,

1934, as amended, and regulations promulgated thereunder. NCR National Capital Region. NCDEX National Commodity and Derivatives Exchange Limited. NCT National Capital Territory. NMCE National Multi-Commodity Exchange of India Limited. p.a. per annum. PAN Permanent Account Number. PLR Prime Lending Rate. RBI The Reserve Bank of India.

vi

PRESENTATION OF FINANCIAL AND MARKET DATA

Financial Data

Certain financial data and other financial information in this Letter of Offer is derived from the restated consolidated and unconsolidated summary financial statements of the Company prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI Regulations.

The fiscal year of the Company commences on April 1 and ends on March 31 of each year, so all references to a particular Fiscal year are to the twelve-month period ended March 31 of that year. The revenue of the Company is referred to herein and in the financial statements as income.

For more information on the results of operations and financial condition of the Company and Fortis Hospotel Limited (“FHTL”), a wholly owned subsidiary of the Company, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

For certain financial information of Kanishka Housing Development Company Limited (“Kanishka”), a subsidiary of Wockhardt Hospitals Limited, which is proposed to be acquired by the Company through Fortis Hospitals Limited (“FHsL”), a wholly owned subsidiary of the Company, as part of the transfer of the business division of Wockhardt Hospitals Limited, see the report dated September 8, 2009 prepared by I.M. Puri & Co., Chartered Accountants, included in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

Currency of Presentation

All references to “India” contained in this Letter of Offer are to the Republic of India, together with its territories and possessions. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US$”, “U.S. Dollar(s)” or “USD” are to United States Dollars, the official currency of the United States of America. All references to “MUR” are to Mauritian Rupees, the official currency of the Republic of Mauritius.

Market Data

Unless stated otherwise, industry data used throughout this Letter of Offer has been obtained from industry publications and certain public sources. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company believes that the industry data used in this Letter of Offer is reliable, it has not been verified by us or any independent sources. In this Letter of Offer, the Company has used the industry information extracted from the CRISIL Research Annual Review on the Hospitals industry - May 2008. CRISIL Limited by its letter dated March 18, 2009 has, subject to certain conditions, consented to the use of such information in this Letter of Offer. In this connection, please note the following disclaimer:

Disclaimer

CRISIL Limited has used due care and caution in preparing this report. Information has been obtained by CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. No part of this report may be published/reproduced in any form without CRISIL’s prior written approval. CRISIL is not liable for investment decisions which may be based on the views expressed in this report. CRISIL Research operates independently of, and does not have access to information obtained by CRISIL’s Rating Division, which may, in its regular operations, obtain information of a confidential nature that is not available to CRISIL Research.

Exchange Rates

This Letter of Offer contains translations of certain U.S. Dollar and MUR amounts into Rupees that have been presented solely to comply with the requirements of Item (VIII)(G) of Part A of Schedule VIII to the SEBI Regulations. These convenience translations should not be construed as a representation that those U.S. Dollar or MUR amounts could have been, or can be, converted into Rupees, at any particular rate, at the rates stated below or at all.

Unless otherwise specified, all currency translations provided herein have been made based on the following exchange rates (i) US$1.00=Rs.52.17 as on March 31, 2009 (Source: www.oanda.com) and (ii) MUR1.00=Rs.1.54 as on January 27, 2009 (Source: Standard Chartered Bank).

vii

FORWARD-LOOKING STATEMENTS The Company has included statements in this Letter of Offer which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Similarly, statements that describe our objectives, strategies, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Important factors that could cause our results to differ materially from our expectations, include, among others: • the outcome of legal or regulatory proceedings that we are or might become involved in; • our ability to successfully operate hospitals in new geographic regions; • our ability to identify expansion opportunities and implement expansion projects; • our ability to manage our growth and successfully integrate the acquired hospitals; • our ability to attract and retain leading doctors and other healthcare professionals; • our ability to compete effectively; • growth in inpatient income and increasing or maintaining occupancy rates at our hospitals; • our ability to renew our arrangements with our major customers and negotiate more such arrangements in the

future; • our ability to obtain sufficient financing on terms satisfactory to us; • impairment of our title to our property; • our ability to retain possession of leased properties on which our hospitals may be located; • our ability to obtain licenses and approvals for our operations in a timely manner or at all; • our ability to comply with applicable safety, health and environmental laws and regulations; • our failure to obtain sophisticated medical equipment for our hospitals; • failure in our IT systems; • labor unrest, slowdowns and increased wage costs; • our ability to continue to benefit from our relationship with the Promoters and the members of the Promoter

Group; • adequacy of our insurance coverage and contingent liabilities; • possible conflicts of interest with the Promoters, the members of the Promoter Group and other related parties; • financial instability; and • economic, political and social developments in India and the other markets that we serve. For a discussion of factors that could cause our actual results to differ, see the sections titled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages viii, 76 and 275, respectively, of this Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Forwarding looking statements speak only as of the date of this Letter of Offer. Neither the Company, nor its Directors and officers, nor the Lead Manager, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the requirements of SEBI and the Stock Exchanges, the Company and the Lead Manager will ensure that investors in India are informed of material developments until the listing and commencement of trading of the Equity Shares and the Detachable Warrants.

viii

SECTION II - RISK FACTORS

RISK FACTORS An investment in Equity Shares with Detachable Warrants involves a high degree of risk. Prior to making a decision

to invest in the Equity Shares with Detachable Warrants, prospective investors and purchasers should carefully

consider all the information contained in this Letter of Offer, including the risks and uncertainties described below

and the sections titled “Our Business” and “Management’s Discussion and Analysis of Financial Conditions and

Results of Operations” beginning on pages 76 and 275, respectively, of this Letter of Offer as well as other financial

information contained in this Letter of Offer. Any potential investors in, and purchasers of, the Equity Shares with

Detachable Warrants should also pay particular attention to the fact that we are governed in India by a legal and

regulatory environment which in some material respects may be different from that which prevails in any other

jurisdiction. If any of the following risks actually occurs, our business, results of operations, financial condition and

prospects could suffer and the market price of the Equity Shares and the Detachable Warrants and the value of your

investment in the Equity Shares with Detachable Warrants could decline.

The risks set out in this Letter of Offer may not be exhaustive and additional risks and uncertainties not presently

known to us, or which we currently deem to be immaterial, may arise or may become material in the future.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or

other implications of any of the risks described in this section.

This Letter of Offer also contains forward-looking statements that involve risks and uncertainties. The Company’s

actual results could differ materially from those anticipated in these forward-looking statements as a result of

certain factors, including the considerations described below and in the section titled “Forward-Looking

Statements” beginning on page vii of this Letter of Offer.

Unless the context otherwise requires, the terms “we”, “us” and “our” refer to Fortis Healthcare Limited, together

with the Subsidiaries and the Associates, and the term “the Company” refers to Fortis Healthcare Limited on a

stand-alone basis.

Internal Risk Factors 1. There are criminal proceedings pending against certain Directors, one of whom is also a Promoter.

A criminal complaint has been filed before the Judicial Magistrate (First Class), Lucknow, under Sections 138 and 142 of the Negotiable Instruments Act, 1881, as amended, read with Sections 420 and 120-B of the Indian Penal Code, 1860, as amended (“IPC”), against Religare Wellness Limited (“RWL”), a Promoter Group company, Mr. Shivinder Mohan Singh, the Managing Director and one of the Promoters of the Company, in his capacity as the then Managing Director of RWL, and others. In the complaint, it has been alleged that certain cheques issued by RWL were dishonored. A criminal complaint has been filed against Mr. Sunil Godhwani, in his capacity as the Managing Director of Religare Securities Limited (“RSL”), a Promoter Group company, and certain others, before the Chief Judicial Magistrate, Jamnagar, under certain provisions of the IPC, the Securities and Exchange Board of India Act, 1992, as amended, and the Information Technology Act, 2000, as amended. It is alleged that the shares lying in the complainant’s trading account with RSL were sold without prior intimation to the complainant, thereby resulting in financial loss to him. The complainant has also accused the employees of RSL of criminal conspiracy in the creation of false documentation, criminal breach of trust and intentional misuse of information technology. Pursuant to the complaint, an investigation was ordered by the Chief Judicial Magistrate under Section 156(3) of the Code of Criminal Procedure, 1973, as amended (“CrPC”). Mr. Sunil Godhwani and others have filed a criminal writ petition before the High Court of Gujarat seeking to quash the order of the Chief Judicial Magistrate. The High Court of Gujarat has granted an interim stay in the matter. An application was filed under Section 156(3) of the CrPC against Mr. Sunil Godhwani, RSL and certain others before the Chief Judicial Magistrate, Sirsa, under Sections 406 and 420 of the IPC alleging, inter alia,

ix

misappropriation of a certain amount deposited by the complainant with RSL. Pursuant to the application, an investigation has been ordered by the Chief Judicial Magistrate. RSL and the applicant have signed a deed of settlement dated May 8, 2009, which has been submitted to the investigating officer. A first information report has been filed against Mr. Sunil Godhwani and certain others before the Police Station Hari Parvat, Agra, alleging offences under Section 420 of the IPC. The complainant has alleged that certain trades in her account were completed without her instructions, as a result of which she has suffered losses. An application has been filed under Section 156(3) of the CrPC against the Chief Executive Officer of RSL and certain others before the Chief Judicial Magistrate, Gorakhpur, Uttar Pradesh, pursuant to which a first information report has been registered with the Police Station Cantt., Sardar, Gorakhpur, inter alia under Section 420 of the IPC. An investigation in the matter is currently pending. For further details of these proceedings, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. 2. SEBI has in the past issued orders prohibiting RSL from trading in certain securities, including on

behalf of certain promoters, directors and clients specified by SEBI. In addition, the stock exchanges have issued letters/show cause notices and/or levied penalties against RSL, Religare Commodities Limited and Religare

Capital Markets Limited. SEBI has in the past issued orders prohibiting RSL from trading in the securities of certain companies, such as IFSL Limited, Mega Corporation Limited, Karuna Cables Limited, Millenium Cybertech Limited and Ind Tra Deco Limited, including on behalf of certain promoters, directors and clients specified by SEBI. The BSE, the NSE, the MCX and the National Securities Clearing Corporation Limited have also issued various letters/show cause notices to RSL and imposed an aggregate penalty/fine of approximately Rs.4.47 million upon RSL since April 2004 in connection with certain contraventions. In addition, the NSDL and the CDSL have issued letters to RSL in respect of reporting compliance with certain observations made during the course of inspections and imposed an aggregate penalty/fine of approximately Rs.0.17 million and Rs.0.003 million, respectively, upon RSL. The NCDEX and the MCX have also issued various letters/show cause notices against Religare Commodities Limited, another Promoter Group company, and imposed an aggregate penalty/fine of approximately Rs.0.18 million and Rs.0.24 million, respectively, in connection with certain contraventions. Since January 2009, the NSE and the BSE imposed an aggregate penalty of Rs.0.02 million and Rs.0.03 million on Religare Capital Markets Limited, a Promoter Group company, in connection with certain non-compliances. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

3. There is significant outstanding litigation against Escorts Heart Institute and Research Centre Limited, which is a significant Subsidiary of the Company that contributed 32.80% of the consolidated total operating

income of the Company for Fiscal 2009, involving, among other things, its corporate existence, business

operations, tax payments and land rights. Such litigation may materially adversely affect our operations and

financial condition and could cause the value of your Equity Shares and the Detachable Warrants to decline

significantly. Escorts Heart Institute and Research Centre Limited (“EHIRCL”), in which the Company holds a 89.99% equity interest, is involved in various significant legal and regulatory proceedings including litigation challenging (i) its right to a leasehold interest in the land on which Escorts Heart Institute & Research Centre in Delhi (“Escorts Hospital - Delhi”) is located, (ii) its corporate existence, and, by implication, the validity of the acquisition of a 89.99% interest in EHIRCL in September 2005 (the “Escorts hospitals acquisition”), (iii) the application of a condition in an allotment letter in respect of Escorts Hospital - Delhi requiring the provision of free treatment to indigent patients at Escorts Hospital – Delhi and (iv) certain income tax exemptions claimed by EHIRCL’s predecessors. The proceedings are in various stages and the outcome is uncertain.

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EHIRCL’s predecessor was a charitable society (the “Delhi Society”) that subsequently merged with a non-charitable society in the nature of a joint stock company (the “Chandigarh Society”), which was thereafter incorporated as a company with limited liability under the Companies Act. The validity of the initial merger of the Delhi Society with the Chandigarh Society and the subsequent incorporation as a company are now being challenged in the Delhi High Court. The Delhi Development Authority (the “DDA”), the owner of the land on which Escorts Hospital - Delhi is located, issued show cause notices dated October 31, 2003 and April 21, 2004 in respect of alleged non-compliance of certain conditions of the allotment of land to EHIRCL, including the requirement to reserve 25% of the hospital’s beds for free treatment to indigent patients, and the vesting of hospital land with EHIRCL without the DDA’s prior consent. Pursuant to its order dated October 6, 2005 (the “DDA Order”), the DDA has treated both the initial merger of the societies and the subsequent conversion to a company as prohibited transfers of property under the terms of its lease of the land and, accordingly, has terminated the lease deeds and allotment letters in respect of the land on which Escorts Hospital - Delhi is located. EHIRCL filed an original miscellaneous petition (the “OMP”) in the Delhi High Court seeking to invoke the arbitration clause under certain lease deeds with the DDA, a declaration that the DDA Order is illegal and a permanent injunction restraining the DDA from dispossessing EHIRCL of the hospital land without due process of law. The Delhi High Court through its order dated October 7, 2005 directed the DDA not to recover physical possession of the hospital land from EHIRCL pursuant to the DDA Order until the next date of hearing. EHIRCL filed an arbitration application before the Delhi High Court for appointment of an arbitrator and reference of the dispute to arbitration. In addition, EHIRCL also filed a civil suit in the Delhi High Court in respect of the remaining parcels of land not covered by the abovementioned lease deeds seeking a declaration that the DDA Order is illegal and a permanent injunction restraining the DDA from dispossessing EHIRCL of the hospital land. The High Court through its order dated October 20, 2005 granted an interim stay restraining the DDA from recovering physical possession of the hospital land in the civil suit. On March 14, 2008, the High Court issued notice on EHIRCL’s arbitration application and on March 18, 2008, the High Court stated that the interim order dated October 20, 2005 passed in the civil suit shall subsist and bind the parties until the arbitration proceedings are pending. Both the arbitration application and the civil suit are currently pending before the Delhi High Court. EHIRCL had filed a letters patent appeal in the Delhi High Court against an order dismissing its writ petition seeking to quash the DDA Order and stay the eviction proceedings before the Estate Officer of the DDA. The Estate Officer had initiated eviction proceedings against EHIRCL alleging that EHIRCL is an unauthorized occupant under the Public Premises Act, 1971. The Delhi High Court dismissed EHIRCL’s appeal by an order dated September 3, 2007. Subsequently, the Estate Officer and the DDA issued a notice to EHIRCL for resuming the eviction proceedings. EHIRCL has filed a special leave petition (the “SLP”) before the Supreme Court of India challenging the order of the Delhi High Court. The Supreme Court by its order dated October 29, 2007 directed that the proceedings before the Estate Officer may continue but the Estate Officer may not pass any final order in such proceedings until further orders. If the DDA’s termination of our leases and its eviction proceedings are upheld, we may lose the Escorts Hospital - Delhi facility and our entire investment in the fixed assets therein. We may also be required to make substantial compensatory payments to the DDA. A civil suit was filed by Anil Nanda, a member of the former Delhi Society, and another for a declaration and permanent injunction against EHIRCL, among others, before the Delhi High Court seeking, inter alia, (a) to void the amalgamation of EHIRCL’s predecessors, the Delhi Society and the Chandigarh Society, and the subsequent incorporation of the amalgamated society as a limited company (i.e., EHIRCL) and, by implication, void the Escorts hospitals acquisition and (b) to restrain Escorts Limited from transferring or creating any third party rights with respect to its shares in EHIRCL. The Delhi High Court had ordered the parties to maintain the status quo as on September 30, 2005. The Delhi High Court, through its order passed on April 4, 2007, had directed that the Company be impleaded as a defendant in the original civil suit. The High Court had also in its order recorded the Company’s verbal undertaking that it would not transfer or alienate its shareholding in EHIRCL or make any variation or alteration in the share capital of EHIRCL until further orders of the court. The Delhi High Court dismissed the civil suit by its order of July 3, 2008. A regular first appeal was filed by Anil Nanda and another against the High Court order of July 3, 2008 before the Division Bench of the Delhi High Court, which by its order dated January 16, 2009 allowed the appeal and set aside the order of dismissal. The suit has been restored to its original position and the status quo order has also been restored.

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If the plaintiff in this matter is successful, the merger and incorporation which made EHIRCL a for-profit limited company in April and May 2000, respectively, could be annulled, as could our acquisition of EHIRCL. If either the merger or the incorporation is annulled, we may be unable to recover the consideration we paid in respect of the Escorts hospitals acquisition. Although we may have a claim against the sellers in the Escorts hospitals acquisition for breach of warranty in the event the litigation challenging EHIRCL’s corporate existence is resolved in a manner adverse to us, we may not be successful in bringing any such claim and even if the claim is successful, in recovering amounts paid by us to the sellers.

The Central Government’s Income Tax Department has re-opened certain tax assessments of EHIRCL’s predecessors, the Delhi Society and the Chandigarh Society. The aggregate claim against EHIRCL in these proceedings is approximately Rs.3,127.30 million. These proceedings are in various stages and the outcome is uncertain. Although a portion of the consideration we paid in connection with the Escorts hospitals acquisition remains in an interest bearing escrow account pending the resolution of the income tax matters, amounts determined to be due and payable under the income tax proceedings may exceed the escrow amount, and we may not be able to recover amounts due to us under the indemnity arrangements in the acquisition agreement relating to the Escorts hospitals acquisition. We expect the indemnity in the Escorts hospitals acquisition agreement and the escrow of a portion of the purchase price to cover approximately 47.46% of the total potential tax assessment for previous periods as described above, except for the assessment of Rs.58.72 million for Fiscal 2005 and 2006, which does not arise from assessments for the Delhi Society and the Chandigarh Society. Any tax claim in excess of the escrow amount of Rs.649.90 million and any interest accrued thereon is to be indemnified by Escorts Limited to the extent of one-third of any such excess amount. Escorts Limited has recently taken action in the courts to enjoin the tax authorities from unilaterally attaching any of the escrow amounts. EHIRCL is a significant Subsidiary and, together with the satellite and heart command centers operated by it, contributed 32.80% of our consolidated total operating income for Fiscal 2009. Given the importance of EHIRCL to us, and the Escorts Hospital - Delhi facility in particular, any adverse development in these matters or the perception of an adverse development could have a materially adverse impact on our business and our results of operations. In addition, if any of these matters are resolved in a manner adverse to us, we could be required to make large payments to governmental authorities or could, in certain circumstances, lose our right to the shares of EHIRCL for which we paid Rs.5,850.10 million, our right to the hospitals owned by EHIRCL or our right to operate our inpatient business at Escorts Hospital - Delhi or use the assets and revenues of EHIRCL. The Company’s net worth could also reduce by Rs.5,850.10 million if the incorporation of EHIRCL is annulled. Other than with respect to the tax litigation and the litigation brought by Anil Nanda, we may not have any recourse against the sellers in the Escorts hospitals acquisition. Although we may have a claim against the sellers in the Escorts hospitals acquisition for breach of warranty in the event the litigation challenging EHIRCL’s corporate existence is resolved in a manner adverse to us, we may not be successful in bringing any such claim and even if the claim is successful, in recovering amounts paid by us to the sellers. These legal proceedings against EHIRCL may also divert management attention from our hospitals, increase our expenses and attract negative publicity, thereby adversely affecting our business and financial results. For further details of these legal proceedings, see the sections titled “Our Business” and “Outstanding Litigation and Material Developments” beginning on pages 76 and 312, respectively, of this Letter of Offer. In connection with Escorts hospitals acquisition, certain complaints were received by SEBI alleging inter alia the purchase of “stolen property” by the Company, funding of the purchase of such property through a public issue and absence of auditors’ qualification in respect of such purchase. These complaints were forwarded by SEBI to the Lead Manager by its letters dated August 17, 2009 and September 7, 2009 and upon receipt of such complaints, the Lead Manager responded to SEBI stating inter alia that EHIRCL had received a certificate of incorporation on May 30, 2000 and placing reliance on such certificate, the auditor did not include any qualification relating to the legality of the formation of EHIRCL in its report. 4. We may need to make payments and prospectively incur substantial expenditure in order to satisfy the

directions of the High Court of Delhi in its judgment in a public interest litigation regarding the provision of free

treatment at certain of our hospitals.

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In March 2004, the Delhi High Court issued a notice to EHIRCL pursuant to a public interest litigation (“PIL”) filed by the Social Jurist, a group of lawyers, in July 2002 regarding the applicability of conditions relating to the provision of free treatment to indigent patients in hospitals located on certain plots of land allotted by the DDA at concessional rates. The Delhi High Court delivered its order on March 22, 2007, directing that certain hospitals in Delhi, including Escorts Hospital - Delhi and the Indian Spinal Injuries Center (a hospital in which we operate a heart command center for a fee based on its revenues) (a) provide free treatment (including free admission, beds, medication, treatment, surgery, nursing, consumables and non-consumables) to the extent of 10% of the total number of patients in the IPD and 25% of the total number of patients in the OPD with effect from the date the hospitals have become functional; and (b) repay an amount to a central corpus established by the High Court for non-compliance or partial compliance with the conditions since commencement of hospital operations. The High Court also appointed a special committee to determine the amount payable in terms of the Court’s directions. The High Court clarified that all persons who have a monthly income of less than Rs.5,000, or no income, shall be treated as indigent patients for the purposes of its judgment, unless and until the special committee modifies the maximum income criterion. The High Court also specified the procedure for referral of such indigent patients to hospitals covered by its order. In the event that hospitals do not comply with its directions, the High Court stated that the heads of such hospitals, among others, could be sued in accordance with law. The competent government authority or the Government of India would also be entitled to take action pursuant to the terms and conditions of the letters of allotment and the lease deeds, including cancellation of lease, re-entry into the premises and the taking of possession of such hospitals in accordance with applicable law. The High Court also constituted an inspection committee to inspect the hospitals, oversee implementation of the High Court’s directions and to apply to the High Court for the issuance of further orders against defaulting hospitals. EHIRCL has filed an SLP against the High Court’s judgment in the Supreme Court of India. On January 4, 2008, the Supreme Court of India issued an interim order staying the operation of the direction of the High Court of Delhi in respect of operations and investigations such as X-ray, ultrasound and CT scan. The Supreme Court however directed that the petitioners should continue to provide 25% of the total number of patients in the OPD and 10% of the total number of patients in the IPD as free beds and provide treatment to such patients. The matter is currently pending before the Supreme Court. Pursuant to the directions of the Delhi High Court, we may be required to make payments to the central corpus. Furthermore, we may prospectively be required to provide free treatment to comply with the High Court of Delhi’s directions. The payments that we may be required to make to the corpus, as well as the costs of compliance with this judgment, may have a material adverse effect on our business and financial results. In addition, the judgment of the High Court of Delhi may negatively affect certain of our other legal and regulatory proceedings currently pending before courts and government agencies, including the DDA. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. A private plaintiff has filed a writ petition against the State of Haryana and Escorts Hospital and Research Centre Limited (“EHRCL”) in the High Court of Punjab and Haryana in 2000 alleging that Fortis Escorts Hospital - Faridabad was being operated in violation of the condition in the allotment of land to provide free medical treatment. The hospital filed a scheme of compliance with the High Court to provide free medical care to residents of Faridabad who are below the poverty line. The High Court through its order dated January 24, 2002 directed the State of Haryana to examine the hospital’s scheme of compliance with the terms of the allotment letter, and to make suitable corrections in operations. We filed an SLP in the Supreme Court on March 8, 2002 against the interim order of the High Court. The Supreme Court by its order dated October 29, 2005 directed a stay in the proceedings at the High Court pending final disposal of the matter. If we are unsuccessful in our attempts to defend this litigation, we may be required to provide free or discounted healthcare services to additional patients. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

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In addition, the Jessa Ram Hospital, which the Company operates pursuant to an Operation & Management (“O&M”) contract, received a letter dated April 4, 2007 from the Directorate of Health Services requiring the hospital to comply with certain guidelines issued by it pursuant to the order of the High Court of Delhi dated March 22, 2007 in the PIL filed by Social Jurist, including the requirement to provide free treatment (including in respect of admission, beds, medication, treatment, surgery, nursing, consumables and non-consumables) to the extent of 10% of the total number of patients in the IPD and 25% of the total number of patients in the OPD, maintain records and establish a referral center where the patients referred from the Government hospitals can report. Compliance with the guidelines will be onerous and may adversely impact our income from the O&M contract in the future. The terms of our O&M contract in respect of the Jessa Ram Hospital provide that we are to receive a management fee of 35% of the hospital’s gross billings less the amount of any net cash loss at the hospital, but no amounts have become payable under the contract to date. For further details, see the sections titled “History and Certain Corporate Matters” and “Outstanding Litigation and Material Developments” beginning on pages 134 and 312, respectively, of this Letter of Offer.

5. The land on which Fortis Flt. Lt. Rajan Dhall Hospital and Jessa Ram Hospital are situated are also

subject to litigation. In the event of an adverse ruling, we may be unable to operate and manage these hospitals

and recover investments made in them.

The DDA, which owns the land on which Fortis Flt. Lt. Rajan Dhall Hospital is located, has terminated the lease deed in respect of such land. In the order terminating the lease, the DDA alleges that the Dhall Society, which is the society that owns the hospital, did not use the property in accordance with the terms of the lease, leaving the property vacant for a number of years. The Dhall Society filed a suit in the Delhi High Court for declaration and permanent injunction against the DDA. The Delhi High Court granted a stay order restraining the DDA from recovering physical possession of the property and restraining the creation of any third party rights in respect of the property. The DDA has thereafter filed applications before the Delhi High Court inter alia seeking dismissal of the suit, an ex parte direction that the premises be sealed until the disposal of its application, and initiation of contempt proceedings against certain members of the Dhall Society for violating the stay order of the Court by entering into an O&M agreement with us. These matters are currently pending before the Delhi High Court. Pursuant to the termination of the lease by the DDA, the Estate Officer initiated eviction proceedings against the Dhall Society. The Dhall Society challenged such eviction proceedings before the Estate Officer by filing an application for stay of the eviction proceedings along with an application for framing of preliminary issues. By an order dated April 1, 2008, the Estate Officer disposed of the application for stay of the proceedings and the application challenging his jurisdiction. This matter is pending before the Estate Officer and the next date of hearing is September 29, 2009. For further details of these proceedings, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. If these matters are resolved in a manner adverse to the hospital, our O&M contract for the hospital would no longer be effective, and we could lose the balance unamortized value of Rs.275.56 million from our initial investment of Rs.350 million in respect of the license fee we paid to obtain the O&M rights for this hospital, Rs.153.27 million we have spent on improvements to the hospital building and Rs.411.75 million we have spent on medical and other equipment, plant and machinery, furniture and fixtures, vehicles and computers to which we retain title. Although, upon termination of the O&M contract or if the O&M contract is declared unenforceable or if our rights to run the Fortis Flt. Lt. Rajan Dhall Hospital and our right to share in the operating profits of the hospital cannot be exercised, the Dhall Society is required under the O&M contract to reimburse us for all amounts invested with interest, the Dhall Society does not currently have, and in the future may not have (even if it were successful in claiming compensation from the DDA for the hospital building), sufficient funds to do so. The Land & Development Office of the Ministry of Urban Development of the Government of India (the “L&DO”) and the DDA, which own approximately 13% and 87%, respectively, of the land on which Jessa Ram Hospital is located, have terminated the lease deeds in respect of such land. In the orders terminating the leases, the L&DO and the DDA allege inter alia that the land allotted by the L&DO and DDA, respectively, has been taken over by us as a result of our entry into the O&M contract with the Jessa Ram Trust; the L&DO has also alleged that the land has been lying vacant. The Jessa Ram Trust has filed a suit and an OMP, respectively, before the Delhi High Court for declaration and permanent injunction against the L&DO and the DDA. The Delhi High Court granted stay orders restraining the L&DO and the DDA from giving effect to the termination order and from recovering physical

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possession of property from the Jessa Ram Trust. The Jessa Ram Trust has also filed an arbitration application for appointment of an arbitrator and reference of the dispute to arbitration. The Delhi High Court by its order dated March 28, 2008 issued notice on the arbitration application. These matters are currently pending before the Delhi High Court. For further details of these proceedings, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. If this matter is resolved in a manner adverse to the hospital, our O&M contract for the hospital would no longer be effective, and we could lose all or some of our investment in the infrastructure of the hospital. Although we may have a breach of warranty claim under our O&M contract with the Jessa Ram Trust, in which the Jessa Ram Trust represented to us that it was operating in compliance with all agreements and deeds, we may not be successful in bringing any such claim, and even if such a claim were successful, the Jessa Ram Trust may not have sufficient funds to compensate us in full or at all. 6. The audit reports on the audited consolidated financial statements of the Company and the audited

financial statements of EHIRCL are qualified and subject to significant limitations and may not provide a

complete presentation of our financial condition.

The audit reports of S.R. Batliboi & Co., Chartered Accountants, dated June 30, 2008 for Fiscal 2008 and June 30, 2009 for Fiscal 2009 in respect of the audited consolidated financial statements of the Company are qualified and provide no opinion on the impact our outstanding litigation with the DDA relating to the land on which our Escorts Hospital - Delhi is located and the PIL relating to the applicability of the free treatment conditions in hospitals located on certain plots of land allotted by the DDA may have on our results of operations. Also, in the audit reports, the auditors have not expressed any opinion regarding certain tax demands aggregating Rs.1,243.70 million (net of demands raised twice in respect of certain years and also excluding the demand of Rs.814.90 million in respect of assessment year 2001-02 which has been referred back to the assessing officer for reassessment) raised on EHIRCL by the income tax authorities. These matters are currently pending and consequently the eventual outcome of these matters cannot be estimated. These cases may expose EHIRCL to potentially high liability. As a result of these qualifications, our financial statements may not provide a complete presentation of our financial condition. For further details, see paragraph 11(a) of the auditor’s report included in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. In addition, the audit reports of A.F. Ferguson & Co., Chartered Accountants, dated June 25, 2007 for Fiscal 2007 and July 18, 2006 for the period from September 29, 2005 to March 31, 2006 in respect of the audited financial statements of EHIRCL are qualified and provide no opinion on the impact of (i) the position of land under leasehold arrangements with the DDA; and (ii) certain demands aggregating Rs.2,060 million (net of demands raised twice in respect of certain years) raised by the income tax authorities. For further details, see paragraph 11(b) of the auditor’s report included in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

7. We may have increased risks relating to Subsidiaries that are not wholly owned by us and Associates that

are partially owned by us. We face increased risks relating to Subsidiaries that are not wholly owned by us and Associates that are partially owned by us. For example, while we own more than a majority interest in Lalitha Healthcare Private Limited (“LHPL”), the corporate entity that owns Fortis Hospital Seshadripuram in Bangalore, and have the right to appoint four of the six directors on the board of directors of LHPL, pursuant to a shareholders agreement among International Hospital Limited (“IHL”), LHPL and the former promoters of LHPL, certain important matters require the approval of a majority of the board of LHPL which must include the affirmative vote of at least one nominee director of the former promoters for so long as they hold at least 26% of the paid-up equity share capital of LHPL. Also, since we own less than 75% interest in LHPL, the former promoters could veto any matter requiring a special resolution (i.e., the votes of 3/4th of the shareholders present and voting) of the shareholders of LHPL. To the extent there are disagreements between us and our partners regarding the business and operations of LHPL, we cannot assure you that we will be able to resolve them in a manner that will be in our best interests. In addition, we own less than a majority interest in four Associates: (a) Malar Hospitals Limited (“MHL”), a listed Indian company that owns Fortis Malar Hospital in Chennai, (b) Medical and Surgical Centre Limited (“MSCL”), a listed Mauritius company that owns Fortis Clinique Darné hospital in Mauritius, (c) Hiranandani Healthcare Private

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Limited (“HHPL”) that owns Hiranandani Hospital Vashi in Mumbai, and (d) Sunrise Medicare Private Limited (“SMPL”) that owns Fortis La Femme in New Delhi. While we own a 39.99% equity interest in HHPL, with FHHL, a Promoter company, owning the remaining equity interest, and we own a 49.86% equity interest in MHL, with Oscar Investments Limited (“OIL”), a Promoter Group company, owning a 13.34% equity interest, we own a 28.89% and 31.26% equity interest in MSCL and SMPL, respectively, with the remaining equity interest being owned by third parties. Other shareholders in such companies may: • be unable or unwilling to fulfill their obligations, whether of a financial nature or otherwise; • have economic or business interests or goals that are inconsistent with ours; • take actions contrary to our instructions or requests or contrary to our policies and objectives; • take actions that are not acceptable to regulatory authorities; • have financial difficulties; or • have disputes with us.

Any of the foregoing could have a material adverse effect on our business, prospects, financial condition and results of operations. Under the terms of the shareholders agreements, disagreements or disputes between the shareholders are required to be submitted to arbitration, which process may take time and there can be no assurance that such disagreements or disputes will be resolved in our favor. Certain of our shareholders agreements contain restrictive covenants. For example, the shareholders agreement in respect of MSCL, an Associate company in Mauritius, requires each shareholder to undertake the business of running, operating and managing hospitals, clinics, pharmacies, medical colleges and institutes in Mauritius, exclusively through MSCL and, for any new business opportunity, requires the grant of a right of first offer to the other shareholder to jointly develop such opportunity. In addition, under the MSCL shareholders agreement, there are restrictions on transfer of shares owned by us in MSCL, including a three year lock-up period. These restrictions limit our operational flexibility and may require us to take decisions which may not be in our best interest. 8. The completion of the proposed Wockhardt Hospitals Acquisition is uncertain and investors should not place undue reliance on it.

On August 24, 2009, we, through Fortis Hospitals Limited, a wholly owned Subsidiary of the Company (“FHsL”), entered into a business transfer agreement (“Business Transfer Agreement”) with Wockhardt Hospitals Limited (“WHL”), Kanishka Housing Development Company Limited (“Kanishka”) and certain other entities for the proposed acquisition of the business division of WHL relating to certain hospitals, nursing schools and other ancillary premises (the “Wockhardt Hospitals Acquisition”). The completion of the Business Transfer Agreement for the Wockhardt Hospitals Acquisition is uncertain since it is contingent upon the fulfillment of certain closing conditions, including: • obtaining all necessary corporate authorizations, including the shareholders’ approval in terms of Section

293(1)(a) of the Companies Act in case of WHL, and income tax clearance certificates under Section 281 of the IT Act;

• obtaining no-objection letters from the lenders of WHL for the transaction contemplated under the Business Transfer Agreement and for release of any charge over the assets proposed to be transferred pursuant to the Wockhardt Hospitals Acquisition;

• obtaining a written permission or confirmation from the appropriate governmental authority in respect of the management and operating agreement proposed to be executed between FHsL and Merind Limited (“Merind”) for the management and operation of the Wockhardt Hospital, Mulund;

• obtaining the permission of the Director General of Foreign Trade for the transfer of the equipment imported under the EPCG scheme from WHL to FHsL;

• obtaining the consent of the landlords in respect of certain floors at the Wockhardt Medical Centre, Kolkata, to execute lease agreements with FHsL at a monthly rental not exceeding Rs.80 per square foot; and

• obtaining the approval of, or making applicable filings with, the Competition Commission of India, as may be required for the consummation of the transactions contemplated under the Business Transfer Agreement.

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The parties to the Business Transfer Agreement have undertaken in good faith to use commercially reasonable efforts to ensure the satisfaction of the conditions precedent as soon as practicable, and in any event not later than 120 days from the date of execution of the Business Transfer Agreement or such extended date as may be mutually agreed to by the parties in writing. The 120-day period expires on December 22, 2009. The Business Transfer Agreement may be terminated by written notice of 15 business days if the conditions precedent are not fulfilled or waived on or prior to the expiration of the 120-day period or such extended date as the parties may agree in writing. For details of the Wockhardt Hospitals Acquisition, see the section titled “The Wockhardt Hospitals Acquisition” beginning on page 117 of this Letter of Offer. There can be no assurance that we will complete the Wockhardt Hospitals Acquisition as planned, on schedule, or at all. Our inability to successfully complete the Wockhardt Hospitals Acquisition could materially adversely impact our growth plans and as such, investors should not place undue reliance on it. 9. If we are successful in completing the Wockhardt Hospitals Acquisition, we will be subject to a number

of risks.

If the Wockhardt Hospitals Acquisition is completed, we will be subject to a number of additional risks that could adversely affect our business, financial condition and results of operations, which may in turn affect the value of the Equity Shares and the Detachable Warrants after the closing of the transaction. These risks include the following: • It is a substantial acquisition and we may be unable to successfully integrate the hospitals acquired pursuant to

the completion of the Wockhardt Hospitals Acquisition with our existing facilities or achieve the synergies and

other benefits we expect from the Wockhardt Hospitals Acquisition. The Wockhardt Hospitals Acquisition will be the largest acquisition in the history of our Company, representing a significant investment of our Company’s resources. Pursuant to the completion of the Wockhardt Hospitals Acquisition, we will acquire eight operational hospitals and two hospital projects under development. In addition, we will also acquire the equity shares held in Kanishka by WHL and/or its nominees comprising 100% of the share capital of Kanishka. We may not be able to effectively manage this larger and more complex organization. We may be unsuccessful in integrating the assets and operations of the hospitals acquired pursuant to the completion of the Wockhardt Hospitals Acquisition with our own in an effective and efficient manner, which may result in our failure to achieve the anticipated benefits of the acquisition and harm our business. The difficulties of combining the two businesses potentially will include, among other things:

�

(i) the necessity of addressing possible differences in corporate cultures and management philosophies; (ii) the integration of certain operations following the transaction will require the dedication of significant

management resources, which may temporarily distract management’s attention from the day-to-day business of our Company;

(iii) the loss of patients or key doctors; (iv) any inability in managing a much larger business; and (v) any inability of our management to cause best practices to be applied to the business we are acquiring.

Any difficulties encountered in combining operations could result in higher integration costs and lower savings than expected.

RC: 52491

• The geographic scope of our business will be increased. Pursuant to the completion of the Wockhardt Hospitals Acquisition, we will acquire eight operational hospitals and two hospital projects under development. Of the eight operational hospitals, two hospitals are in eastern Mumbai, four are in Bangalore and two are in Kolkata. The two hospital projects under development are in Bangalore and Kolkata. As such, we expect that the Wockhardt Hospitals Acquisition, if completed, will enable us to further expand our presence in west and south India and establish a presence in east India. We do not have any experience in operating hospitals in east India and as such, we will be subject to risks associated with expansion into new geographies, including those relating to language barriers, difficulties in staffing and managing such operations and our lack of brand recognition and reputation in such region.

• We may be unsuccessful in retaining the senior management team and other key employees at the hospitals that

we propose to acquire pursuant to the Wockhardt Hospitals Acquisition. The success of our acquisition will depend in part upon our ability to retain the senior management team and other key employees at the hospitals

xvii

that we propose to acquire pursuant to the Wockhardt Hospitals Acquisition. Competition for qualified personnel can be very intense. In addition, senior management and key employees may depart because of issues relating to the uncertainty or difficulty associated with the integration of the assets and operations of the hospitals acquired pursuant to the completion of the Wockhardt Hospitals Acquisition or a desire not to remain with our Company. Accordingly, no assurance can be given that we will be able to retain senior management and key employees to the extent necessary to successfully integrate the acquired business with ours and make the acquired business profitable.

• We may be subject to unforeseen contingent risks or latent liabilities relating to the acquisition that may

become apparent in the future. There may be a risk that the information relied on by us with respect to the business proposed to be acquired in connection with the Wockhardt Hospitals Acquisition is incomplete or inaccurate and that we may be subject to unforeseen liabilities and obligations relating to the Wockhardt Hospitals Acquisition, and have little or no recourse against WHL for breaches of its representations and warranties. This may affect our business, financial condition, results of operations and the implementation of our business strategy. While WHL has agreed to indemnify us against all losses that may result from the breach of its warranties or covenants and the undertakings or any fraudulent act or concealment on the part of WHL, the Business Transfer Agreement contains certain limitation of liability provisions, which inter alia specify that (i) the liability of WHL and/or its affiliates under the Business Transfer Agreement and certain ancillary agreements contemplated under the Business Transfer Agreement for any loss on account of a breach in respect of their representations and warranties is limited to a maximum amount of Rs.1,250 million (the “Maximum Limit”), other than in respect of title related representations and warranties in relation to the immovable assets for which the liability of the affiliates of WHL for any loss will not exceed 100% of the consideration paid to it; (ii) WHL will not be liable for any loss unless, the aggregate amount of all losses exceeds Rs.5 million (the “Liability Threshold”); provided that after the loss exceeds the Liability Threshold, WHL will be liable for any and all losses; (iii) WHL will not be liable in respect of any loss to the extent that the fact giving rise to such loss is disclosed in the disclosure letter provided by WHL and certain specified schedules of the Business Transfer Agreement; provided that WHL will be liable to us in respect of any disclosures made between the date of execution of the Business Transfer Agreement and the closing date under the Business Transfer Agreement; and (iv) WHL will not be liable for any loss in respect of a breach of its representations and warranties under the Business Transfer Agreement and/or certain ancillary agreements contemplated under the Business Transfer Agreement, unless we have notified WHL of such loss stating in reasonable detail the nature of such loss and the amount claimed, together with the calculation of the loss, on or before the date which is two years from the closing date under the Business Transfer Agreement; provided that certain warranties of WHL will survive until the expiry of the period of limitation under applicable law.

• We will require additional capital to fund the Wockhardt Hospitals Acquisition and the expansion, development,

operation, improvements and maintenance of the hospitals acquired pursuant to the completion of the

Wockhardt Hospitals Acquisition. The Business Transfer Agreement contemplates the payment of an aggregate consideration of approximately Rs.9,090 million in respect of the Wockhardt Hospitals Acquisition, of which Rs.2,000 million is proposed to be financed from the Net Proceeds of the Issue through equity investment by the Company in FHsL. In addition, Rs.1,500 million is proposed to be financed from the Net Proceeds of the Issue allocated for general corporate purposes through subscription by the Company of compulsorily convertible debentures of FHsL. We will require additional capital to finance the remaining consideration payable for the Wockhardt Hospitals Acquisition, which we are proposing to meet through debt funding. Additional debt could increase our interest obligations (including costs of funds) and subject us to additional restrictive covenants. We will also need additional capital for the expansion, development, operation, improvements and maintenance of the hospitals acquired pursuant to the completion of the Wockhardt Hospitals Acquisition. We cannot assure you that we will be able to raise adequate capital in a timely manner and on acceptable terms or at all. Our failure to obtain adequate financing could materially and adversely affect our results of operations.

For details of the Wockhardt Hospitals Acquisition, see the sections titled “Objects of the Issue” and “The Wockhardt Hospitals Acquisition” beginning on pages 43 and 117, respectively of this Letter of Offer. 10. We are subject to risks associated with expansion into new geographies.

xviii

In the past, we have operated hospitals primarily in north India, with most of our hospitals located in the National Capital Region. As part of our strategy to establish a network of super-specialty “Centers of Excellence” and multi-specialty hospitals to deliver quality healthcare to patients across India, we have extended our presence to west India through the acquisition of HHPL and the O&M contracts for Fortis Modi Hospital and S.L. Raheja Hospital and to south India through the acquisition of MHL and LHPL. In addition, the acquisition of MSCL has given us a presence in Mauritius. Expansion into new geographies subjects us to various challenges, including those relating to our lack of familiarity with the culture and economic conditions of these new regions, language barriers, difficulties in staffing and managing such operations, and our lack of brand recognition and reputation in such regions. The costs involved in entering and establishing ourselves in new markets, and expanding such operations, may be higher than expected, and we may face significant competition in those regions. As we expand internationally in the future, we will be subject to additional risks associated with establishing and conducting operations outside India, including: • currency fluctuations; • compliance with a wide range of laws, regulations and practices, including uncertainties associated with

changes in laws, regulations and practices and their interpretation; • trade restrictions, exchange controls and currency restrictions; • exposure to expropriation or other government actions; and • political, economic and social instability. Since our experience in operating hospitals outside north India is limited, we may not be successful in operating hospitals outside this region and it may be more difficult for us to integrate such hospitals or capitalize on our existing brand equity with respect to such hospitals. 11. If we are unable to identify expansion opportunities or we experience delays or other problems in

implementing such projects, our growth, financial condition and results of operations may be adversely affected. In addition, we intend to fund some of this expansion from the Net Proceeds of the Issue and may not be

successful in our expansion plans.

Our growth depends on our ability to develop, acquire and manage additional hospitals. We have certain projects under development, and are continuously evaluating other projects including acquisition opportunities, some of which we may realize in the imminent future and which may be material. We may not be able to identify suitable greenfield sites for new hospitals, acquisition candidates or hospital management opportunities, or negotiate attractive terms for such projects. The number of attractive expansion opportunities may be limited, and may command high valuations. We may be unable to secure the necessary financing to implement expansion projects. We intend to utilize Rs.2,000 million of the Net Proceeds of the Issue for the Wockhardt Hospitals Acquisition. In addition, we also propose to utilize Rs.1,500 million of the Net Proceeds of the Issue deployed for general corporate purposes for the Wockhardt Hospitals Acquisition. The Wockhardt Hospitals Acquisition is contingent upon the fulfillment of certain closing conditions specified in the Business Transfer Agreement. In the event that one or more of the closing conditions specified in the Business Transfer Agreement are not fulfilled or waived, the Wockhardt Hospitals Acquisition will be unsuccessful and the Company will need to identify other target companies for purposes of future acquisitions. We cannot assure you that we will be able to complete the acquisition as negotiated or at all. For details of the Wockhardt Hospitals Acquisition, see the section titled “The Wockhardt Hospitals Acquisition” beginning on page 117 of this Letter of Offer. In addition, our plans for the utilization of the Net Proceeds of the Issue are subject to a number of variables that may involve delays or problems, including the failure to receive or renew regulatory approvals, constraints on human and capital resources, the unavailability of equipment or supplies or other unforeseen events or circumstances, and changes in the management’s views of the desirability of current plans. Our projects may incur significant cost overruns and may not be completed on time or at all. In addition, the businesses that we acquire may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations, and we may become liable for the past activities of such businesses. The acquisition of listed

xix

companies in India involves various legal requirements, including with respect to tender offers, as a result of which we may experience further delays in our expansion and incur additional costs. New hospital projects are characterized by long gestation periods and substantial capital expenditures, and hospitals we operate pursuant to O&M contracts may also involve significant investment. We may not achieve the operating levels that we expect from future projects and we may not be able to achieve our targeted return on investment on, or intended benefits or operating synergies from, these projects. Current and potential title uncertainties regarding the lands on which our hospitals and potential acquisition targets and O&M opportunities are or may be located, including related litigation, may also cause delays in, and may otherwise curtail, the acquisition of other hospitals, the building of new hospitals and other expansion opportunities. In view of the highly competitive nature of the industry in which we operate, we may have to revise our management estimates from time to time and consequently our funding requirements may also change. This may result in the rescheduling of our proposed project expenditures and an increase or decrease in our proposed expenditure for a particular project. Any unanticipated increase in the cost of expansion could adversely affect our estimates of the cost and our ability to implement our plans as proposed. For further details, see the sections titled “Our Business” and “Objects of the Issue” beginning on pages 76 and 43, respectively, of this Letter of Offer.

12. We have experienced delays in the past in the implementation of some of our hospital projects. We had stated in the Company’s initial public offering completed in Fiscal 2007 that our hospital under development at Shalimar Bagh was expected to be completed by Fiscal 2009, including the deployment of funds for the construction and development thereof. However, while a significant part of the civil construction work in respect of the hospital has already been completed, the hospital will become operational and all the funds will be fully deployed only in the third quarter of Fiscal 2010. In addition, we had also stated earlier that our hospital project under development in Gurgaon was expected to be completed during the first half of Fiscal 2010. We now expect the commercial launch of the hospital to be in November 2010. The Shalimar Bagh hospital project has been delayed as a result of delays in obtaining certain regulatory approvals and our earlier schedule for implementation of the Gurgaon hospital project has been adversely affected due to delays in obtaining regulatory approvals relating to the use of our land for hospital purposes and changes in the conceptual design of the hospital building and the medical program to be offered at the proposed hospital. The details of the implementation of each of the objects of the Company’s initial public offering are set forth below:

(Rs. in million) Estimated

deployment of

funds

Actual deployment of the net

proceeds of the initial public

offering

S.

No.

Objects of the

initial public

offering

Fiscal

2008

Fiscal

2009

Estimated

cost to be

financed from

the net

proceeds of

the initial

public

offering

Fiscal

2008

Fiscal

2009

Total

Expected

time of

completion

or

repayment

Actual

time of

completion

or

repayment

Reason

for delay

1. Construction and

development of the planned hospital to be located at Shalimar Bagh, New Delhi by Fortis Hospotel Limited, formerly, Oscar Bio-Tech Private Limited

1,129.57 706.35 1,000.00 311.30 418.91 730.21 Fiscal 2009 Third quarter of

Fiscal 2010

Delay in obtaining regulatory approval

2. Refinancing of funds availed for the acquisition of Escorts Heart Institute and Research Centre Limited

3,523.12 - 3,523.12 3,523.12 - 3,523.12 July 2007 May 2007 -

3. Repayment of short - - - - - - July 2007 February- -

xx

Estimated

deployment of

funds

Actual deployment of the net

proceeds of the initial public

offering

S.

No.

Objects of the

initial public

offering

Fiscal

2008

Fiscal

2009

Estimated

cost to be

financed from

the net

proceeds of

the initial

public

offering

Fiscal

2008

Fiscal

2009

Total

Expected

time of

completion

or

repayment

Actual

time of

completion

or

repayment

Reason

for delay

term loans availed by the Company*

March 2007

________________ * The Company pre-paid certain short term loans from the proceeds of the pre-IPO placement of Equity Shares.

For further details of the initial public offering of the Company, see notes 16 and D(20) of Annexures II and VI, respectively, to the auditor’s report included in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer and the section titled “Statutory and Other Information” beginning on page 408 of this Letter of Offer. 13. We may be unable to successfully integrate recently acquired hospitals, including our associate

hospitals, with our existing facilities or achieve the synergies and other benefits we expect from such acquisitions

or expansions. Since 2001, we have grown from one hospital, Fortis Hospital - Mohali, to a network of 28 healthcare delivery facilities, including 16 hospitals, of which 15 are in India and one is in Mauritius, and 12 satellite and heart command centers, of which 11 centers are in hospitals across India and one satellite center is in Afghanistan. Recently, we increased our equity interest in LHPL that owns Fortis Hospital Seshadripuram in Bangalore (the “LHPL acquisition”) to 67.23%, acquired a 28.89% interest in MSCL that owns Fortis Clinique Darné in Mauritius (the “MSCL acquisition”) and entered into O&M contracts for Fortis Modi Hospital in Kota and S.L. Raheja Hospital in Mumbai. For further details of our network of healthcare delivery facilities, see the section titled “Our Business – Our Network” beginning on page 82 of this Letter of Offer. We may face difficulties arising from operating a significantly larger and more complex organization and may not be able to effectively manage such larger enterprise or achieve the desired profitability from such acquisitions or expansion. Any new project we undertake could be subject to a number of risks, including: • difficulties in the integration of the assets and operations of the recently acquired hospitals with our existing

hospitals; • challenges while renovating and rebuilding existing hospitals or re-positioning existing hospitals that we have

acquired or for which we assume management responsibility; • the loss of patients or key doctors; • the diversion of management’s attention from our existing hospitals and interruption of, or a loss of momentum

in, the activities of such hospitals or our other facilities; • the failure to realize expected profitability or growth; • the failure to realize expected synergies and cost savings; • difficulties arising from coordinating and consolidating corporate and administrative functions, including

integration of internal controls and procedures; and • legal, regulatory, contractual, labor or other issues and liabilities. If we are unable to manage the growth in our business or are unable to successfully integrate the recently acquired hospitals and our other hospitals, our ability to compete effectively and our financial results may be adversely affected. 14. Our restated consolidated summary financial statements for prior periods may not be comparable to

those for future periods because of our recent investments. This Letter of Offer does not contain a pro forma

balance sheet or income statement prepared in accordance with the laws of any jurisdiction, including the U.S.,

xxi

which would have shown our historical consolidated results of operations assuming such investments had

occurred at the beginning of the relevant reporting period.

Our restated consolidated summary financial statements and other financial information included in this Letter of Offer may not be comparable to the consolidated financial statements and other financial information in future periods. As we expand our business, the consolidated group may include additional business operations, the results of which will not be reflected in our historical financial statements. For example, as a consequence of the completion of the Wockhardt Hospitals Acquisition, our consolidated financial statements will reflect the combined results of operations and financial condition of our Company and the additional business operations acquired pursuant to the Wockhardt Hospitals Acquisition, including the results of Kanishka, currently a subsidiary of WHL, which we propose to acquire as part of the business transfer pursuant to the Wockhardt Hospitals Acquisition. As such, our financial condition and results of operations in the future will differ materially from our historical financial data included in this Letter of Offer. In addition, we have conducted only limited due diligence with respect to the business proposed to be acquired in connection with the Wockhardt Hospitals Acquisition. Investors will need to make their own assessment as to the impact of the acquisition on our financial position and results of operations. We have included restated consolidated summary financial statements as on and for Fiscal 2005, 2006, 2007, 2008 and 2009 for the Company, the Subsidiaries and the Associates since the respective dates of acquisition or incorporation of the Subsidiaries (or, in the case of IHL, since it became a board controlled subsidiary) and the respective dates of investments in the Associates. This Letter of Offer does not contain a pro forma balance sheet or a pro forma income statement prepared in accordance with the laws of any jurisdiction, including the U.S., which would have shown our historical results of operations assuming our investments in all of the Subsidiaries and the Associates had occurred at the beginning of the relevant reporting period. For further details of our results of operations and financial condition, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. For details of the financial information of Kanishka required under Item (IX)(B)(5) of Part A of Schedule VIII to the SEBI Regulations, see the report dated September 8, 2009 prepared by I. M. Puri & Co., Chartered Accountants, included in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. 15. We have a limited history of operations and we have incurred net losses to date and may incur additional

net losses in the future. The Company was incorporated in 1996, but commenced hospital operations only in 2001. As a result, we have a limited history of operations upon which you can evaluate us or our prospects. We have incurred restated consolidated net losses in previous years, including a restated consolidated net loss as allocable to the shareholders of the Company of Rs.368.92 million in Fiscal 2008. While we recorded a restated consolidated net profit as allocable to the shareholders of the Company of Rs.196.29 million in Fiscal 2009, we cannot assure you that we will sustain profitability in the future. On an unconsolidated basis, while the Company recorded a restated net profit of Rs.26.17 million in Fiscal 2008, the Company incurred a restated net loss of Rs.42.25 million in Fiscal 2009. In addition, some of the Subsidiaries and the Associates have also incurred losses in previous years. The details of the losses incurred by the Company, the Subsidiaries and the Associates in Fiscal 2007, 2008 and 2009 are set forth below. Our newly acquired, built or managed hospitals typically incur net losses during the initial years of operations, unless and until there is a significant increase in patient admissions at these hospitals.

(Rs. in million)

Losses incurred in the year ended March 31,

Entity

2007

2008

2009

Company Fortis Healthcare Limited (Consolidated)** 1,061.52 368.92 - Fortis Healthcare Limited (Unconsolidated)*** 499.26 - 42.25

Subsidiaries

xxii

Escorts Heart Institute and Research Centre Limited**** - 342.54 - Escorts Heart and Super Speciality Institute Limited**** 26.61 156.14 - Escorts Heart Centre Limited**** 0.03 16.80 - Escorts Heart and Super Speciality Hospital Limited****

- - 139.29

International Hospital Limited**** 47.21 24.52 - Fortis Hospotel Limited**** 71.70 55.82 43.87 Fortis Hospital Management Limited**** - - 1.29 Fortis Health Management Limited**** - - 2.82 Lalitha Healthcare Private Limited+**** 8.64 19.94 40.03

Associates

Hiranandani Healthcare Private Limited**** 9.79 42.11 130.57 Sunrise Medicare Private Limited**** 25.76 23.99 13.67 Malar Hospitals Limited - - 17.57 Losses incurred in the

year ended June 30,

2006

Losses incurred in the

year ended June 30,

2007

Losses incurred in the

year ended June 30,

2008

Medical and Surgical Centre Limited ++**** - 23.99* -

_____________ ** Based on restated consolidated summary financial statements of the Company.

*** Based on restated unconsolidated summary financial statements of the Company.

**** Based on audited financial statements.

+ Commenced operations on April 2, 2007. In August 2008, we acquired 31.60% of the then-existing paid-up capital of LHPL. LHPL became

a Subsidiary in January 2009.

++ MSCL became an Associate in January 2009.

* To comply with the SEBI Regulations, the financial data in MUR has been converted to Indian Rupees at the average rates of

MUR1.00=Rs.0.69, Rs.0.74 and Rs.0.72 for the years ended June 30, 2006, 2007 and 2008 respectively. (Source: The Mauritius

Commercial Bank Limited)

We may incur additional losses in the future. In addition, as on March 31, 2009, some of the Subsidiaries had a negative net worth: Escorts Heart Centre Limited had a negative net worth of Rs.20.99 million, Fortis Hospital Management Limited had a negative net worth of Rs.0.79 million and Fortis Health Management Limited had a negative net worth of Rs.2.32 million. As on March 31, 2009, Hiranandani Healthcare Private Limited, an Associate company, had a negative net worth of Rs.95.57 million. 16. Fortis Hospotel Limited, which is a Subsidiary of the Company and in which the Company has invested

Rs.2,000 million from the advance share application money received from FHHL towards FHHL’s Rights

Entitlement, has incurred losses in the past.

One of the objects of the Issue is the investment of Rs.2,000 million, constituting approximately 20.32% of the Net Proceeds of the Issue, in Fortis Hospotel Limited (“FHTL”) for the construction and development of a new 350 bed hospital in Gurgaon, NCR. On August 18, 2009, the Company received Rs.4,200 million as advance share application money from FHHL towards FHHL’s Rights Entitlement. Of the Rs.4,200 million received from FHHL, Rs.2,000 million has been paid as share application money to FHTL to subscribe for 50 million equity shares of FHTL of Rs.10 each, at a premium of Rs.30 per equity share. FHTL has incurred losses in the period from March 21, 2006 to March 31, 2006 and in Fiscal 2007, 2008 and 2009. For details of FHTL’s restated summary financial statements on an unconsolidated basis, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. 17. We have experienced negative cash flows in prior periods.

For Fiscal 2007, on an unconsolidated basis, the Company had a negative cash flow from operating activities of Rs.98.24 million. For Fiscal 2007, 2008 and 2009, on an unconsolidated basis, the Company had a negative cash flow from investing activities of Rs.409.89 million, Rs.1,964.10 million and Rs.440.96 million, respectively. For Fiscal 2007, 2008 and 2009, on a consolidated basis, the Company had a negative cash flow from investing activities of Rs.545.51 million, Rs.2,032.15 million and Rs.967.11 million, respectively.

xxiii

Any negative cash flows in the future could adversely affect the Company’s consolidated and unconsolidated results of operations and financial condition. For further details, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. 18. We are highly dependent on our doctors, nurses and other healthcare professionals, as well as other key

personnel, and the loss of, or inability to attract or retain, such persons could adversely affect our business and results of operations. Our performance and the execution of our growth strategy depend substantially on our ability to attract and retain leading doctors and other healthcare professionals in a particular specialty or in a region relevant to our growth plans. We compete for these personnel with other healthcare providers, including providers located in the United States, Europe and the Middle East. The market for doctors is highly competitive, and according to a report, “Opportunities in Healthcare – Destination India” (“Destination India”), published jointly by the Federation of Indian Chambers of Commerce and Industry and Ernst & Young in 2007, an additional 453,800 doctors will be required over and above the numbers that will be added through existing medical colleges by 2012 to reach a ratio of one medical doctor per thousand people in India. The factors that doctors consider important before deciding where they will work include the level of compensation, the reputation of the hospital and its owner, the quality of the facilities, research opportunities and community relations. We may not compare favorably with other healthcare providers on these factors. Many of these healthcare professionals are well-known personalities in their fields and regions with large patient bases and referral networks, and it may be difficult to negotiate favorable terms and arrangements with them. Our agreements with doctors typically include mutual termination provisions with prior notice of one to six months, or in some cases on the payment of compensation to or from the doctor, typically determined as compensation of one to six months. Our performance also depends on our ability to identify, attract and retain other healthcare professionals, including nurses, to support the multi-specialty and super-specialty practices at our hospitals. According to Destination India, in order to maintain the current doctor to nurse ratio of 1:2, an additional 1,290,200 nurses will have to be trained over and above those who will be trained at current nursing schools by 2012. The worldwide nursing shortage may make it difficult for us to attract and retain nurses who may choose to pursue similar opportunities abroad and may also cause salaries and wages for nurses to rise. If we are unable to attract or retain doctors or other medical personnel as required, we may not be able to maintain the quality of our services and we could be forced to admit fewer patients to our hospitals. We have also incurred increased costs to retain and recruit medical personnel, and we expect such costs to continue to increase in the future. For further details of compensation paid to doctors and other medical professionals, see the section titled “Our Business – Personnel” beginning on page 109 of this Letter of Offer. We are also highly dependent on members of our senior management team, including some who have been with the Company since its inception, to manage our current operations and meet future business challenges. In particular, the services of Mr. Shivinder Mohan Singh, the Managing Director of the Company, and our senior doctors, who typically practice at individual hospitals, have been integral to our development and business. The loss of the services of our senior management or key personnel, including our senior doctors, could seriously impair our ability to continue to manage and expand our business, including in relation to the greenfield hospital project under development in Gurgaon, NCR, and the hospitals proposed to be acquired pursuant to the Wockhardt Hospitals Acquisition for which a portion of the Net Proceeds of the Issue will be utilized. For example, we experienced a decline in our revenues in Fiscal 2008 compared to Fiscal 2007 due to the loss of services of Dr. Naresh Trehan at Escorts Hospital - Delhi. We do not maintain key man life insurance for the Promoters, senior members of our management team or other key personnel.

19. Our arrangements with some of our doctors may give rise to conflicts of interest and time-allocation

constraints and adversely affect our operations. Our contracts and other arrangements with some of our doctors, primarily those who provide non-core specialty services such as dentistry and ophthalmology on a part-time basis, also permit them to maintain their own private practices, as well as positions at a limited number of other hospitals. Certain of our doctors may also maintain

xxiv

positions at local clinics or affiliations with teaching hospitals. These arrangements may give rise to conflicts of interest, including with regard to how these doctors allocate their time and other resources between our hospitals and other clinics or hospitals at which they work and where doctors refer patients. Such conflicts may prevent us from providing a high quality of service at our hospitals and adversely affect the level of our patient intake.

20. Our gross income may decrease if our O&M contracts are not renewed, are renewed on terms that are unfavorable to us or are terminated. Our network of 16 hospitals includes hospitals that are operated and managed by us pursuant to O&M contracts. We have O&M contracts in respect of Escorts Heart Centre in Raipur (“Fortis Escorts Hospital - Raipur”), which we operate in collaboration with the Government of Chhattisgarh, Fortis Flt. Lt. Rajan Dhall Hospital in Vasant Kunj, Delhi, Jessa Ram Hospital in New Delhi, Fortis La Femme in New Delhi, Fortis Clinique Darné in Mauritius, Fortis Hospital Seshadripuram in Bangalore, Fortis Modi Hospital in Kota and S.L. Raheja Hospital in Mumbai. Other than Fortis Hospital Seshadripuram, in which we own more than a majority interest, the other O&M hospitals in our network are wholly owned or majority owned by third parties. In addition to our network of 16 hospitals, we also have a network of 12 satellite and heart command centers that are run by us or at which we only provide limited O&M support. In certain cases, the O&M contracts may be terminated with notice, at the discretion of either party or, in certain other cases, by one party upon the occurrence of certain events including if the other materially breaches its obligations under the contract or if a force majeure event continues for a specified period or if the variation between the projected EBIDTA and the actual audited EBITDA of the O&M hospital exceeds a specified percentage during a fixed period. Most of our contracts for the satellite and heart command centers may be terminated with notice at the discretion of either party. Accordingly, these relationships may not continue for the full term of the contract or may not be renewed, and the owner of a hospital may terminate its relationship with us, including after we have made improvements at a hospital. For example, our earlier O&M contract for Jeewan Mala Hospital in New Delhi was terminated by Jeewan Mala Hospital Private Limited with effect from December 31, 2006 due to differences in opinion regarding the operations of the hospital. In addition, our contract to operate a heart command center in the Maharaja Agrasen Heart Institute and Research Centre, New Delhi was terminated on December 31, 2006 by the Maharaja Agrasen Hospital Charitable Trust, which decided to operate a surgical center on its own. The loss of more of these contracts or the renewal of any such contract on unfavorable terms could adversely impact our business. Further, if a dispute occurs between us and the owner of a hospital or the owner encounters financial difficulties, we may not receive fees owed to us or costs borne by us in relation to the operation and management of the hospitals and satellite and heart command centers. In addition, under the terms of our O&M contract for Fortis Flt. Lt. Rajan Dhall Hospital, we are required to arrange funding for the development, operation and maintenance of the hospital and are responsible and liable for any civil and/or financial liability arising out of any financial, contractual or other dealings which we may have with any third party, even if it is for the purpose of building, managing and running the hospital. We are also required to further develop and improve the hospital building. As on March 31, 2009, we had spent Rs.153.27 million on improvements to the hospital building and Rs.411.75 million on medical and other equipment, plant and machinery, furniture and fixtures, vehicles and computers to which we retain title. As we anticipate losses at this hospital for at least the next few years, we may need to make substantial payments pursuant to these obligations. For further details of our O&M contracts, see the section titled “History and Certain Corporate Matters – Operation and Management Agreements” beginning on page 180 of this Letter of Offer. 21. We operate in a fragmented industry and face increasing competition from other hospitals and

healthcare providers, which may have adverse effects on our competitive position and results of operations. We compete with government-owned hospitals, other private hospitals, smaller clinics, hospitals owned or operated by non-profit and charitable organizations and hospitals affiliated with medical colleges. We will also have to compete with any future healthcare facilities located in the regions in which we operate. Some of these competitors may be more established and have greater financial, personnel and other resources than our hospitals. In particular, our competitors include hospitals owned or managed by government agencies and trusts, which may be able to obtain financing or make expenditures on more favorable terms than private hospitals owned and managed by for-profit interests, such as ourselves. In addition, even in situations where one of our hospitals is the dominant or sole

xxv

provider of healthcare in a city or region, patients may yet favor other hospitals. New or existing competitors may price their services at a significant discount to ours or offer greater convenience or better services or amenities than we provide. Smaller hospitals, stand-alone clinics and other hospitals may exert pricing pressures on some or all of our services and also compete with us for doctors and other medical professionals. Some of our competitors also have plans to expand their hospital networks, which may exert further pricing and recruiting pressure on us. If we are forced to reduce the price of our services or are unable to attract patients and doctors and other healthcare professionals to our hospitals, our business and financial results may be adversely affected. For further details, see the section titled “Our Business — Competition” beginning on page 105 of this Letter of Offer.

22. Our gross income is dependent on inpatient income and occupancy rates, which could decline due to a

variety of factors. Our primary source of gross income is from inpatient treatments. Growth in inpatient income and increasing or maintaining occupancy rates at our hospitals is highly dependent on brand recognition, wider acceptance in the communities in which we operate, our ability to attract and retain well-known and respected doctors, our ability to offer the most desired services in the communities in which we operate, our ability to develop “super-specialty” practices and our ability to compete effectively with other hospitals and clinics. Growth in inpatient income may also be impaired by the absence of a developed health insurance sector, lack of appropriate government programs and the small proportion of people in India with health insurance. In addition, inpatient income and occupancy rates at our super-specialty hospitals are partly dependent on referrals from our general multi-specialty hospitals and satellite and heart command centers. Our inability to increase growth in inpatient treatments or occupancy rates may adversely affect our business and results of operations.

23. A significant portion of our revenues comes from a limited number of customers. An adverse change in

a customer relationship could harm our business and financial results. We have entered into service arrangements on a hospital-by-hospital basis with a number of employers, including the State Governments of Himachal Pradesh, Jharkhand, Chhattisgarh, Orissa, Arunachal Pradesh and Mizoram; government enterprises such as Indian Oil Corporation Limited, National Thermal Power Corporation Limited, Oil and Natural Gas Corporation Limited, Engineers India Limited, Hindustan Petroleum Corporation Limited, the Food Corporation of India and Bharat Heavy Electricals Limited; and large corporations such as PepsiCo India Holdings Private Limited, RBS India Development Centre (P) Limited, India Glycols Limited, Larsen & Toubro Limited, Reliance Communications Limited, ESPN Software India Private Limited, Hero Honda Limited, Jindal Steel & Power Limited and KPMG to provide healthcare services to their employees at negotiated or preferential rates. We also provide healthcare services to veterans of the armed forces under the government-run Ex-Servicemen Contributory Health Scheme (ECHS) and to employees of the Indian Central Government under the Central Government Health Scheme (CGHS). These arrangements provide an important source of patients for us, and therefore impact our occupancy rates and our revenues. For instance, the ECHS and CGHS accounted for approximately 12.40% of our consolidated operating income for Fiscal 2009. Our revenues from our major customers may vary from year to year and from quarter to quarter and any adverse development could affect our business, financial condition and results of operations. Any inability to renew such arrangements, or adverse change in the customer relationship or our ability to negotiate more such arrangements in the future, on terms favorable to us may also have an adverse impact on our business and financial results.

24. Our significant indebtedness and the conditions and restrictions imposed by our financing arrangements

may limit our ability to acquire more hospitals and increase growth. As on March 31, 2009, the Company and the Subsidiaries had Rs.4,790.02 million of total debt, including inter-corporate deposits of an aggregate amount of Rs.1,159.20 million from certain Promoter Group companies. Of the total debt of the Company and the Subsidiaries, approximately 34.90% matures within the next 12 months. Our existing operations and our acquisition and development program require substantial capital resources. We intend to incur additional debt in the future, including as part of our expansion plans. However, we may be unable to obtain sufficient financing on terms satisfactory to us, or at all. Increase in interest rates may make credit more difficult to obtain. As a result, our acquisition and development activities may have to be curtailed or eliminated and our financial results may be adversely affected.

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The agreements governing certain of our debt obligations include terms that require us to maintain certain financial ratios and comply with certain reporting requirements, and restrict our ability to make capital expenditures and investments, declare dividends, merge with other entities, incur further indebtedness and incur liens on, or dispose of, our assets, undertake new projects, change our management and board of directors, allow any director on the board of directors who has been identified as a willful defaulter, materially amend or terminate any material contract or document and modify our capital structure. Failure to comply with the terms of our debt agreements or obtain waivers thereunder could result in the acceleration of some or all of the debt, as well as the cross-acceleration of other debt, and payment of penal interest, which could adversely affect our liquidity, restrict our expansion plans and materially and adversely affect our business and operations. Our level of indebtedness could have other important consequences, including: • requiring us to dedicate a substantial portion of our operating cash flow to making periodic principal and

interest payments on our debt, thereby limiting our ability to take advantage of significant business opportunities and placing us at a competitive disadvantage compared to healthcare providers that have less debt;

• making it more difficult for us to satisfy our obligations with respect to our debt; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for, or reacting to, changes in our businesses; and • limiting our ability to borrow additional funds or to sell or transfer assets in order to fund future working

capital, capital expenditures, any future acquisitions, research and development and technology processes and other general business requirements.

For further details of the outstanding indebtedness of the Company and the Subsidiaries, see the section titled “Financial Indebtedness” beginning on page 305 of this Letter of Offer. 25. A significant portion of the Company’s and the Subsidiaries’ outstanding debt is subject to fluctuations

in interest rates, which may adversely affect our financial results. As on March 31, 2009, approximately 49.70% of the Company’s and the Subsidiaries’ outstanding debt was subject to interest payments based on floating rates. Interest rate fluctuations can be highly unpredictable, and can be further affected by a number of factors, including global economic trends and adverse events in the global financial markets. We have not invested in any instruments to hedge against interest rate risk. Our failure to effectively manage our interest rate risk sensitivity could result in increased debt service costs and adversely affect our results of operations. 26. A portion of our equity shares have been pledged in favor of lenders, who may exercise their rights

under the respective pledge agreements in events of default. FHHL, a Promoter company, has pledged 39,340,500 Equity Shares owned by it, representing 17.36% of the total paid-up equity share capital of the Company, to secure certain loans taken by the Company and HHPL, and the Company has pledged 22,839,000 equity shares of FHTL, representing 19.35% of the total paid-up share capital of FHTL, to secure a loan taken by FHTL. Under the pledge agreements with the lenders, in the event of a failure to pay the loan amounts, the lenders have a right to sell, assign or otherwise dispose off all or a part of the pledged shares. In addition, under certain pledge agreements, the pledged shares must cover a certain proportion of the credit limit and such margins are required to be maintained during the tenor of the loan. If the lenders in their discretion conclude that the margins have become inadequate, including as a result of a decline in the market value of the shares, the pledgor is under an obligation to pledge such additional shares as may be acceptable to the lenders. In the event of a failure to pledge additional shares, the lenders have a right to enforce the pledge. The pledge agreements also provide that any accretions to the pledged shares, including through issue of bonus shares or rights entitlements or any other benefits, shall also be automatically pledged in favor of the lenders and such accretions shall form part of the pledged shares. If we default on our obligations under the relevant financing documents, the lenders may exercise their rights under the share pledges, have the shares transferred to their names and take significant control over us, which may

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adversely affect our overall business strategy and the market price of the Equity Shares and the Detachable Warrants. As on the date of this Letter of Offer, the Company, FHTL and HHPL have not defaulted under the relevant financing documents. 27. We do not own the “Fortis” and “Escorts” trademarks, including their respective names and logos, and

the value of such intellectual property may be impaired by the actions of others. We do not own the trademarks, including the respective names and logos, of “Fortis” or “Escorts”, which are important assets of our hospitals and our business. Maintaining and enhancing the reputation associated with this intellectual property is integral to our success. Infringement of the “Fortis” and “Escorts” trademarks, for which we may not have recourse, may adversely affect our reputation, and, thereby, our business. In addition, the activities of businesses that are completely independent of us and that use the “Fortis” or “Escorts” name may result in a negative public perception of our hospitals, which could lead to decreased demand for our services. The rights to the “Fortis” name and logo are owned by RHC Holding Private Limited (“RHCHPL”), a Promoter Group company. We use the name and logo under an exclusive license for the healthcare delivery business. The license fee is Rs.100,000 per year. The license runs until April 2015, and is automatically renewable for a subsequent 10-year period on the same terms and conditions, unless terminated earlier with the consent of both parties six months prior to the end of the initial term. At the end of the license period, it is possible that we may no longer be able to use the “Fortis” name and logo in connection with our business and, consequently, we may be unable to capitalize on our brand recognition. The “Fortis” name and logo have not yet been registered as trademarks by RHCHPL, which has made an application to do so. Har Parshad Company Private Limited (“HPCPL”), a company affiliated with the Escorts Limited, the former majority owner of the Escorts hospitals, has granted EHIRCL and its existing subsidiaries a perpetual, royalty-free license to use the “Escorts” trademark as a part of the corporate name of EHIRCL and its subsidiaries, so long as neither EHIRCL nor any of its subsidiaries seeks to register the trademark with the trademark authorities or transfer, assign or sub-license the trademark. Although broad use of the “Escorts” trademark was contemplated in the acquisition agreement relating to the Escorts hospitals acquisition, the license permits EHIRCL and its existing subsidiaries to use the trademark only in respect of medical and healthcare services and research related thereto. The name is also used by Escorts Limited and its affiliates, and the owner is free to license the name to other parties. Any restriction on our ability to use the “Escorts” trademark could have an adverse effect on our ability to market our hospitals and could have an adverse effect on our patient volumes. For further details, see the section titled “Our Business – Intellectual Property and Technology” beginning on page 106 of this Letter of Offer.

28. We may not have clear title to our property, or our usage of such properties may not meet legal

requirements. Title uncertainties may also delay acquisitions of other hospitals, the building of new hospitals and

other expansion plans. Title records in India do not provide conclusive evidence of title, and title insurance is generally not available. The title to our properties has not been independently verified. Some of the property for our hospitals has been acquired in fragmented portions, and we may not have the same quality of title for all portions relevant to any particular hospital. For further details of the significant properties owned or leased by the Company and its Subsidiaries, see the section titled “Our Business” beginning on page 76 of this Letter of Offer. Further, the allotments of the land on which Escorts Hospital - Delhi, Fortis Flt. Lt. Rajan Dhall Hospital and Jessa Ram Hospital are situated have been cancelled and are the subject of ongoing litigation. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. If the litigation in respect of such hospitals is not decided in our favor, we may lose title to the land or have to make substantial payments to governmental agencies. In relation to the hospitals which we operate through O&M contracts, we may be unable to recover any investments made in such hospitals and may be unable to continue operating at these facilities. In addition to title uncertainties, there may be other irregularities, defects or non-compliances in relation to our hospital buildings or the third parties from whom we have acquired hospitals may have created encumbrances over such properties. For example, the 4th and the 5th floors of Fortis Hospital Seshadripuram in Bangalore have been

xxviii

built without obtaining appropriate authorization from the municipal authorities and accordingly, are irregular as on the date of this Letter of Offer. While the share subscription agreement and the shareholders agreement relating to the LHPL acquisition provide that the former promoters of LHPL shall be solely liable for the payment of any penalty on behalf of LHPL to the municipal authorities under the “Sakrama” scheme or any other similar regularization scheme implemented by the authorities, no such scheme is currently under implementation. There can be no assurance that the municipal authorities will implement such scheme without imposing any conditions that may be onerous to us or at all. In addition, a portion of the property relating to the Fortis Hospital Seshadripuram is presently occupied by certain tenants. The former promoters of LHPL had undertaken to obtain vacant possession of the property by July 2009 or such extended time as may be agreed between us and the former promoters of LHPL. Further, under the terms of the shareholders agreement relating to the LHPL acquisition, the repayment of certain unsecured loans advanced to LHPL by the former promoters of LHPL is linked to the vacation of the property and handing over of the possession thereof to LHPL. While the property has not been vacated as on the date of this Letter of Offer, we have already made certain payments in discharge of a portion of our repayment obligations. There can be no assurance that the property will be vacated in the near future or at all. Title uncertainties or other irregularities, including related litigation, may also cause delays in, and may otherwise curtail, the acquisition of other hospitals, the building of new hospitals and other expansion plans.

29. Leases for land on which our hospitals are located may not be renewed, and we may lose possession of the leased properties and related buildings and other improvements. Some of our current hospitals and our satellite center at Chandigarh as well as the land on which our project under development in Shalimar Bagh in Delhi is located are on land which has been obtained on lease from the government authorities or certain private parties. Some of our leases are for fixed terms that expire between January 2011 and December 2098, or are perpetual. Moreover, the lessors of these properties may terminate the leases early in the event of any breach of the terms of allotment, including delay in payment of annual rent, usage of the property other than for the purpose for which it was allotted, non-compliance with any of the conditions specified in the lease or transfer or assignment of land without prior consent of the lessor. If any of these leases is terminated or expires and is not renewed, we may be unable to continue operations at the hospital located at the leased site, and we could lose our investments, including the hospital buildings, located on the leased sites. We are currently involved in litigation with the DDA, owner of the land on which Escorts Hospital - Delhi is located. Further, our O&M hospitals, Fortis Flt. Lt. Rajan Dhall Hospital and Jessa Ram Hospital, are also involved in litigation with the DDA and/or the L&DO, the owners of the land on which these hospitals are located. For further details of these proceedings, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. 30. We require licenses and approvals for our operations, which may be subject to periodic renewal and

review. Failure to obtain them in a timely manner or at all may adversely affect our operations. We require certain approvals, licenses, registrations and permissions to operate our business, some of which have expired and for which we have either made or are in the process of making an application for obtaining the approval or renewing such licenses, registrations and permissions. For further details, see the section titled “Government and Other Approvals” beginning on page 384 of this Letter of Offer. If we fail to obtain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our business may be adversely affected. 31. Compliance with applicable safety, health, environmental and other governmental regulations may be

costly and adversely affect our competitive position and results of operations. We are subject to central and local laws, rules and regulations governing, among other things, the: • conduct of our operations; • additions to facilities and services; • adequacy of medical care; • quality of medical equipment and services; • discharge of pollutants into air and water and handling and disposal of bio-medical, radioactive and other

hazardous waste;

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• qualifications of medical and support personnel; • confidentiality, maintenance and security issues associated with health-related information and medical records;

and • screening, stabilization and transfer of patients who have emergency medical conditions. Safety, health and environmental laws and regulations in India are stringent and it is possible that they will become significantly more stringent in the future. If we are held to be in violation of such regulatory requirements, including conditions in the permits required for our operations, by courts or governmental agencies, we may have to pay fines, modify or discontinue our operations, incur additional operating costs or make capital expenditures. Any public interest or class action legal proceedings related to such safety, health or environmental matters could also result in the imposition of financial or other obligations on us. Any such costs could adversely affect our competitive position and results of operations. For further details of the regulations applicable to us, see the section titled “Regulations and Policies in India” beginning on page 130 of this Letter of Offer.

32. Rapid technological advances, technological failures and other challenges related to our medical

equipment could adversely affect our business. We use sophisticated and expensive medical equipment in our hospitals to provide services, including devices required for super-specialty procedures such as the Da Vinci Robotic System. Medical equipment often needs to be replaced frequently as innovation can rapidly make existing equipment obsolete. Replacement of equipment may involve significant costs, as well as foreign currency risks, since some equipment is imported from other countries. In addition, because of the high costs of medical equipment, we may not maintain back-up equipment, and, therefore, if such equipment is damaged or breaks down, our ability to provide services to our patients may be impaired.

33. We are vulnerable to failures of our information technology systems, which could adversely affect our

business. Our information technology systems are a critical part of our business and help us manage clinical systems, medical records and inventory. We also rely on our information technology systems to practice telemedicine, where our doctors consult with each other and patients via advanced video conferencing arrangements. Any technical failures associated with our information technology systems, including those caused by power failures and computer viruses and other unauthorized tampering, may cause interruptions in our ability to provide services to our patients. Corruption of certain information could also lead to delayed or inaccurate judgments or diagnoses in our treatment of patients and could result in damage to the welfare of our patients. In addition, we may be subject to liability as the result of any theft or misuse of personal information stored on our systems.

34. Some of our employees are unionized, and we may be subject to labor unrest, slowdowns and increased

wage costs. As on March 31, 2009, the number of personnel at each of our hospitals, which includes personnel at our O&M hospitals which are compensated by the O&M hospital owners and personnel at our associate hospitals which are compensated by the majority owners of the associate hospitals, but excludes personnel at Fortis Clinique Darné hospital in Mauritius and empanelled and outsourced contractual manpower, numbered 6,551. As on March 31, 2009, approximately 7% of the employees (all of which are non-medical employees) at our Fortis Escorts Hospital - Faridabad belonged to a trade union. Approximately 28% of the employees of the Jessa Ram Hospital are also unionized. India has stringent labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal, and legislation that imposes certain financial obligations on employers upon retrenchment. The Company and the Subsidiaries are also parties to legal proceedings in 13 labor matters pending in various courts. If these cases are not decided favorably, we may be required to make payments to compensate former and current employees and other personnel. If more of our personnel or personnel of our O&M contract hospitals unionize, it may become difficult for us to maintain flexible labor policies, and may increase our costs and adversely affect our business.

35. Certain entities in the Promoter Group have incurred losses and have a negative net worth.

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Certain entities in the Promoter Group have incurred losses in the last three years and had a negative net worth as on March 31, 2008 or March 31, 2009, as the case may be, as set forth below:

(Rs. in million)

Losses incurred in the year ended March 31,

Entity

2006 2007 2008 2009**

Negative net

worth as on

March 31,

2008

Negative net

worth as on

March 31,

2009**

Fortis Healthcare Holdings Limited 209.46 150.61 118.54 Aegon Religare Life Insurance Company Limited

278.69 1,501.93***

Bar Chem 0.42* Chetak Pharmaceuticals Private Limited

0.04 0.03

Fortis HealthStaff Limited 57.82 84.18 105.53 Greenview Buildtech Private Limited 0.01 0.01 Hiranandani Healthcare Private Limited

9.79 42.11 130.25 42.28 95.57

Hospitalia Eastern Private Limited 0.15 0.12 0.89 2.99 4.13 Impact Motors Private Limited 0.52 Lifetime Healthcare Private Limited 43.18 107.88 204.57 326.72 Luxury Farms Private Limited 3.98 0.39 45.52 Maharishi Housing Development Finance Corporation Limited

54.98

Malav Holdings Private Limited 7.21 150.33 Medsource Healthcare Private Limited 23.51 Pill & Powder Private Limited 1.90 Raj Estate 0.00* 0.00* R.C. Nursery Private Limited 0.52 0.54 0.30 2.08 Religare Arts Initiative Limited 11.00 61.01 22.01 Religare Capital Markets Limited 0.13 Religare Enterprise Limited 159.60 Religare Finance Limited 0.32 Religare General Insurance Company Limited

3.47

Religare Insurance Broking Limited 7.58 60.21 448.01 326.01 Religare Macquarie Wealth Management Limited

0.34 39.76 325.67

Religare Realty Limited 0.17 15.60 Religare Securities Limited 189.15 Religare Technova Limited 39.22 55.37 80.83 Religare United Soccer Limited 0.06 Religare Venture Capital Limited 0.14 0.18 6.86 6.67 Religare Voyages Limited 0.57 3.71 Religare Wellness Limited 67.49 174.63 64.28 RHC Holding Private Limited 223.67 SAK Consumer Retail Services Limited

28.21 40.28 44.96

Shivi Holdings Private Limited 7.31 71.01 58.76 Trendy Exim Private Limited 0.08 Vistaar Religare Capital Advisors Limited

20.09

Vistas Realtors Private Limited 0.01 0.01

____________ * Based on unaudited financial results.

** The audited summary financial information of certain Promoter Group entities for Fiscal 2009 is not available.

*** Loss after tax includes the combined result under the revenue account and the profit and loss account.

For further details, see the section titled “Our Promoters and Promoter Group” beginning on page 206 of this Letter of Offer.

36. Certain financial information included in this Letter of Offer in respect of certain Promoter Group

entities is based on unaudited financial statements of such entities and may not accurately reflect their results of

operations.

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Certain financial information included in this Letter of Offer in respect of Bar Chem and Raj Estate, partnership firms forming part of the Promoter Group, is based on unaudited financial statements of such entities. Such financial information may not accurately reflect their results of operations and should not be considered representative of their future results of operations. For further details, see the section titled “Our Promoters and Promoter Group” beginning on page 206 of this Letter of Offer.

37. The Company currently does not intend to pay dividends, and it may not pay dividends in the future. The Company has not declared dividends in the past. The Company currently intends to retain all of its earnings to finance the development and expansion of its business and, therefore, does not intend to declare dividends on the Equity Shares in the foreseeable future. The Company’s ability to pay dividends will depend upon a number of factors, including its results of operations, earnings, capital requirements and surplus, general financial conditions, contractual restrictions, applicable Indian legal restrictions and other factors considered relevant by the Board. 38. The Company relies substantially on the Subsidiaries to generate earnings, and any decline in the

earnings of the Subsidiaries or their ability to pay dividends to the Company could materially and adversely affect

the Company’s earnings. Currently, the Company conducts a significant portion of its operations through the Subsidiaries. A substantial portion of the Company’s assets are held by, and a substantial part of its earnings and cash flows are attributable to, the Subsidiaries. If earnings from the Subsidiaries were to decline, the Company’s earnings and cash flow would be materially and adversely affected. We cannot assure you that the Subsidiaries will generate sufficient earnings and cash flows to pay dividends or otherwise distribute sufficient funds to enable the Company to meet its obligations, pay interest and expenses or declare dividends.

39. The Promoters and certain members of the Promoter Group have equity interests in companies that

manufacture products and offer services that are related to our business, which may create conflicts of interest.

There may also be possible conflicts of interest between us and the entities in which the Directors are interested. The Promoters and certain members of the Promoter Group have equity interests or other investments in other companies and trusts that manufacture products and offer services that are related to our business, such as Super Religare Laboratories Limited, formerly, SRL Ranbaxy Limited (“SRLL”), which offers diagnostic laboratory services, Fortis HealthStaff Limited (“FHSL”), which provides healthcare staffing and personnel, and Religare Wellness Limited, formerly, Fortis HealthWorld Limited (“RWL”), which operates pharmacies. RWL operates pharmacies at Escorts Hospital - Delhi, Fortis Escorts Hospital - Faridabad, Fortis Escorts Hospital - Amritsar, Fortis Flt. Lt. Rajan Dhall Hospital and Fortis La Femme, including through its subsidiary, Medsource Healthcare Private Limited. Other hospitals within our network and hospitals that we acquire or manage in the future may also outsource this function to RWL in the future. There may be conflicts of interest in addressing business opportunities and strategies in circumstances where our interests differ from other companies in which one or more of the Promoters or one or more members of the Promoter Group has an interest. None of the Promoters or the members of the Promoter Group has undertaken to refrain from competing with our business. In addition, none of the Promoters or members of the Promoter Group is obligated to direct any opportunities in the healthcare industry to us. In some cases, we share members of management and key employees and other resources and office space with these affiliated companies, which may divert management attention and resources away from our business and create conflicts of interest. In addition, new business opportunities may be directed to these affiliated companies instead of to us. The Promoters and the members of the Promoter Group may also keep us from entering into certain businesses related to our own, which may be important for our growth the in the future, as they may already have interests in other similar businesses. In the past, the Promoters and the members of the Promoter Group have undertaken projects, such as Fortis Hospital - Noida, independently of us and later sold such projects to us, the payment consideration for which we financed through equity contributions from the Promoter Group. The valuation for such asset contributions has been based on book value. Future projects developed by the Promoters and the members of the Promoter Group may not be contributed to us or may be contributed on different terms and conditions than in the past.

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We have historically depended on guarantees and share pledges provided to our lenders by the Promoters and members of the Promoter Group in order to help fund our acquisitions and other expansion projects, as well as improvements to our existing hospitals and other business requirements. In addition, we have in the past, and would expect in the future, to benefit from inter-corporate deposits from the Promoter Group companies. The Promoters and other members of the Promoter Group have not committed to provide such forms of credit support on a going-forward basis. We may be unable to obtain future funds from lenders on favorable terms or at all without such support, which may adversely affect our expansion plans. In addition, some of the Directors are also directors on the boards of companies engaged in, or whose memorandum of association enables them to engage in, the same line of business as us. These overlapping directorships could create conflicts of interest between us and other entities. We cannot assure you that any conflict of interest will be resolved in our favor. 40. The Promoters and the members of the Promoter Group will hold a majority of the Equity Shares after

the Issue and can therefore determine the outcome of any shareholder voting. After the completion of the Issue, the Promoters and the members of the Promoter Group will hold approximately 68.45% of the paid-up equity share capital of the Company assuming full subscription to the Rights Entitlement in the Issue and full exercise of the Detachable Warrants. The Promoters and the members of the Promoter Group holding Equity Shares in the Company, have undertaken to fully subscribe for their Rights Entitlement. They reserve the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including by subscribing for the Equity Shares with Detachable Warrants pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. They have also undertaken to apply for the Equity Shares with Detachable Warrants in addition to their Rights Entitlement to the extent of any undersubscribed portion of the Issue, subject to obtaining any approvals required under applicable law, to ensure that at least 90% of the Issue is subscribed. Such subscription for Equity Shares with Detachable Warrants over and above their Rights Entitlement, if allotted, may result in an increase in their percentage shareholding above their current percentage shareholding. The subscription by the Promoters and/or members of the Promoter Group for the Equity Shares with Detachable Warrants in the Issue and the allotment of the Equity Shares pursuant to the exercise of the Detachable Warrants will be in continuous compliance with the minimum public shareholding requirement specified under Clause 40A of the Listing Agreements and the Company will take such steps as may be necessary to ensure compliance with Clause 40A of the Listing Agreements. So long as the Promoters have a majority holding, they will be able to elect the entire Board and control most matters affecting us, including the appointment and removal of the officers of the Company, our business strategy and policies and financing. Further, the extent of the Promoters’ shareholding in the Company may result in the delay or prevention of a change of management or control of the Company, even if such a transaction may be beneficial to the other shareholders of the Company.

41. Grants of stock options under the ESOP 2007 may result in a charge to our profit and loss account and

will to that extent reduce our profits.

We have adopted the Fortis Employee Stock Option Plan 2007 (the “ESOP 2007”) under which, a permanent employee of the Company or the Subsidiaries, whether working in India or abroad and a director of the Company or its Subsidiaries, whether whole-time or not, other than an employee who is a Promoter or a part of the Promoter Group or a Director, who either by himself or through his relatives or through a body corporate, directly or indirectly holds more than 10% of the outstanding Equity Shares of the Company, is eligible for stock options. On February 13, 2008, the Remuneration Committee approved the grant of 458,500 stock options to 98 eligible employees of the Company and the Subsidiaries pursuant to the ESOP 2007 at an exercise price of Rs.71. On October 13, 2008, the Remuneration Committee approved the grant of 33,500 stock options to eight eligible employees of the Company and the Subsidiaries at an exercise price of Rs.50. Further, on July 14, 2009, the Remuneration Committee approved the grant of 763,700 stock options to 63 eligible employees of the Company and its Subsidiaries at an exercise price of Rs.77. A total of 1,255,700 options have been granted under the ESOP 2007, of which 111,500 options had lapsed as on March 31, 2009 and 29,000 additional options had lapsed after March 31, 2009. Of the 458,500 stock options

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granted on February 13, 2008, 72,000 valid options had vested on February 13, 2009, of which 24,300 options have lapsed. Under Indian GAAP, the grant of stock options may result in a charge to our profit and loss account based on the difference between the fair market value of the Equity Shares determined on the date of the grant of the stock options and the exercise price. This expense will be amortized over the vesting period of the stock options. In the past, stock options have been subject to fringe benefit tax. The levy of fringe benefit tax has however been withdrawn with effect from assessment year 2010-11.

42. Your holdings may be diluted by additional issuances of Equity Shares. Furthermore, sales of Equity

Shares by the Promoters may adversely affect the market price of the Equity Shares and the Detachable

Warrants. Any future issuance of the Equity Shares, including pursuant to the exercise of stock options under the ESOP 2007 and any future employee stock option scheme or any other similar scheme in the future, may dilute the positions of investors in the Equity Shares, which could adversely affect the market price of the Equity Shares and the Detachable Warrants. We intend to issue Equity Shares in the future in order to help fund acquisitions and other expansion plans, as well as improvements to our existing hospitals and other business activities. Our financing plans assume a debt to equity ratio of 1.25:1.00, although this could change in the future depending on market conditions and other factors. Any such future issuance of Equity Shares could negatively impact the market price of the Equity Shares and the Detachable Warrants. Such Equity Shares also may be issued at prices below the then-current market price. Sales of a large number of the Equity Shares by the Promoters, or the possibility of such sales, may adversely affect the market price of the Equity Shares and the Detachable Warrants. 43. Fortis Hospotel Limited has not obtained any quotations or placed orders for machinery, medical and

other equipment in relation to our greenfield hospital project under development in Gurgaon, NCR, other than in relation to elevators and escalators.

One of the objects of the Issue is the investment of Rs.2,000 million, constituting approximately 20.32% of the Net Proceeds of the Issue, in FHTL for the construction and development of a new 350 bed hospital in Gurgaon, NCR, which is expected to be completed during the third quarter of Fiscal 2011. FHTL has not yet obtained any quotation or placed orders for any machinery, medical and other equipment, other than in relation to elevators and escalators. Any difficulties in obtaining timely supply of any machinery and equipment may adversely affect the implementation of this project and may also lead to an increase in project cost. For further details of the project and the machinery and equipment proposed to be purchased for the hospital, see the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer. 44. Our expansion plans have not been appraised. The projects for which the Net Proceeds of the Issue will be utilized, our funding requirements and the deployment of the Net Proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution. Accordingly, subject to the utilization of the Net Proceeds of the Issue for the purposes described in the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer, the Directors and management of the Company will have significant flexibility in applying the proceeds received by the Company from the Issue. Pending utilization for the purposes described in the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer, the Company intends to temporarily invest the funds in interest bearing liquid investments and instruments, including money market mutual funds and deposits with banks and corporates, excluding Promoter Group entities. 45. The objects of the Issue include the utilization of a portion of the Net Proceeds of the Issue for payments

to certain Promoter Group companies. The objects of the Issue include the utilization of 38.03% of the Net Proceeds of the Issue towards (i) repayment and

xxxiv

prepayment of the loans granted by OIL and RHCHPL to FHTL, (ii) repayment and prepayment of the loans granted by OIL and RHCHPL to the Company and (iii) redemption of 260,000 Preference Shares (Class C) held by FHHL, along with the premium on such redemption. On August 18, 2009, the Company received Rs.4,200 million as advance share application money from FHHL towards FHHL’s Rights Entitlement. Of the Rs.4,200 million received from FHHL, Rs.2,000 million has been paid as share application money to FHTL to subscribe for 50 million equity shares of FHTL of Rs.10 each, at a premium of Rs.30 per equity share (such subscription money, the “FHTL Subscription Amount”). A part of the FHTL Subscription Amount has been used to repay and prepay certain debt raised by FHTL, including from OIL and RHCHPL, to incur capital expenditure (land, civil works, site development, consultancy and other related expenditure) for the construction and development of the greenfield hospital in Gurgaon, NCR. In addition, an amount of Rs.1,460 million from the advance share application money received from FHHL towards FHHL’s Rights Entitlement has been deployed towards the repayment and prepayment of certain short term loans availed by the Company, including from RHCHPL and OIL. The Company also intends to utilize Rs.2,600 million of the Net Proceeds of the Issue to redeem 260,000 Preference Shares (Class C) held by FHHL, along with the premium on such redemption. For further details, see the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer. 46. There is outstanding litigation against the Company and the Subsidiaries alleging medical negligence.

We may become subject to additional litigation in the future which may adversely affect our reputation and

competitive position, as well as our liquidity and financial position. There are 102 cases for an aggregate amount of approximately Rs.286.01 million in various courts and agencies pending against the Company and the Subsidiaries concerning allegations of medical negligence at our hospitals and by our healthcare professionals, including 14 cases where the amount claimed as damages or otherwise is more than Rs.5 million. The table below gives a specialty-wise break-down of the total number of medical negligence cases, complaints and other legal proceedings involving the Company and the Subsidiaries as on the date of this Letter of Offer:

Specialty

FHL

EHIRCL

EHSSIL

EHRCL

IHL

Cardiac Care 6 35 6 2 1 Oncology - - - - - Orthopedics - - - 3 1 Neuro-sciences 1 - - 3 3 Renal Care - - - - - Opthalmology - - - 2 - Pulmonology - 2 - 3 1 Gastroenterology 1 - - 2 - Pathology - - - - - General surgery 3 - - 6 2 Insurance, billing, general care, and reimbursement

4 8 - 6 1

Total 15 45 6 27 9

From time to time, we may be subject to additional litigation alleging, among other things, medical negligence and product liability for medical devices we use or pharmaceuticals we dispense. Damages awarded under Indian law and by Indian courts may vary and tend to be unpredictable. Our insurance coverage also may be inadequate. If any of our current cases or future cases are not resolved in our favor, and if our insurance coverage or any applicable indemnity is insufficient to cover the damages awarded, we may be required to make substantial payments or modify or restrict our operations, which could have an adverse impact on our business and financial results.

For further details regarding legal proceedings, see the sections titled “Outstanding Litigation and Material Developments” and “Our Business — Legal Proceedings” beginning on pages 312 and 111, respectively, of this Letter of Offer.

47. There are certain legal and regulatory proceedings against the Company, the Subsidiaries, the Directors,

the Promoters and certain members of the Promoter Group.

xxxv

The Company, the Subsidiaries, the Directors, the Promoters and certain members of the Promoter Group are parties to certain legal proceedings. These proceedings are pending at different levels of adjudication before various courts, tribunals and enquiry officers. The details of pending litigation and the approximate amounts involved, where quantifiable, are set forth below: A. Outstanding Litigation against the Company and the Subsidiaries

Type of Matter

Number of Cases

Approximate Amount Involved, where

quantifiable (Rs. in million)

Criminal Proceedings 1* - Regulatory Proceedings 1 1 Civil Proceedings 11 5.74 Labor Cases 13 - Medical Negligence 102 286.01 Tax Proceedings 29 3,260.80 Miscellaneous 3 0.56 Notices 15 10.78

______ * Dr. Ugramurthy has filed a criminal revision petition (No. 540/2009) in the High Court of Karnataka against LHPL, Dr. Mohan

Keshavamurthy, Dr. S. Lakshmi Narayana Raju, IHL and others. For details of this matter, see “—Litigation involving LHPL” below

under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

B. Outstanding Litigation against the Directors

Type of Matter

Number of Cases

Approximate Amount Involved, where

quantifiable (Rs. in million)

Criminal Proceedings 5 - Civil Proceedings 7 2.58 Consumer Matters 17 5.98 Arbitration Proceedings 1 0.06 Labor Cases 3 0.08 Notices 2 -

C. Outstanding Litigation against the Promoters and Promoter Group

Type of Matter

Number of Cases

Approximate Amount Involved, where

quantifiable (Rs. in million)

Criminal Proceedings 22 - Regulatory Proceedings 20 5.66 Civil Proceedings 87 37.22 Labor Cases 12 0.07 Consumer Matters/Medical Negligence 101 52.53

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Type of Matter

Number of Cases

Approximate Amount Involved, where

quantifiable (Rs. in million)

Arbitration Proceedings 68 52.22 Tax Proceedings 17 121.77 Investor Grievance 1,507 225.09 Miscellaneous 11 4.28

____________

* Entities of the Promoter Group have also received 229 letters/show cause notices from SEBI, Stock Exchanges, CDSL, NSDL, NCDEX,

MCX and NMCE.

For further details regarding legal and regulatory proceedings against the Company, the Subsidiaries, the Directors, the Promoters and the members of the Promoter Group, including contested tax demands and other government claims relating to the Company, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. 48. We may not have adequate insurance coverage for our current or future litigation, including claims

against us outside of India, and adverse orders, judgments or other resolutions in such cases may adversely affect

our financial condition and results of operations. We are exposed to potential liability risks that are inherent in the provision of healthcare services. Liabilities may exceed our available insurance coverage or arise from claims outside the scope of our insurance coverage. In addition, we have commenced provision of medical services to patients resident outside India. Claims under the laws in such foreign countries may expose us to far greater liability than exists in India, and we may not have adequate insurance to cover such liability. Although the owners of the hospitals are generally responsible for the costs and liabilities incurred by the hospital, under the O&M contract, we may not be indemnified against losses that arise from the acts or omissions of our employees at the hospitals. Moreover, there is no guarantee that the hospital owners will have the resources to pay any indemnity owed to us. In addition, some of our O&M contracts do not expressly require the hospital owner to maintain insurance coverage. If our arrangements for insurance or indemnification are not adequate to cover claims, including in the case of claims exceeding policy aggregate limitations or exceeding the resources of the indemnifying party, we may be required to make substantial payments and our financial condition and results of operations may be adversely affected. For further details, see the section titled “Our Business – Insurance” beginning on page 109 of this Letter of Offer.

49. We have certain contingent liabilities, including as a result of certain litigation proceedings, which may

adversely affect our financial condition. As on March 31, 2009, contingent liabilities not provided for and appearing in our restated consolidated summary financial statements aggregated Rs.2,093.17 million. These included liabilities relating to medical negligence claims, corporate and bank guarantees and litigation, as follows:

(Rs. in million)

Particulars

As on March 31, 2009

Claims not acknowledged as debts (in respect of compensation demanded by the patients/their relatives for negligence).

284.48

Pending income tax litigation in respect of EHIRCL. This excludes demands aggregating Rs.82.84 million relating to the assessment years 2003-04 and 2004-05, which have been allowed by CIT (Appeals) and ITAT in favor of EHIRCL. However, the tax department has filed an appeal before the High Court of Delhi against such order. This also excludes the demand of Rs.814.88 million in respect of the assessment year 2001-02, which has been referred back to assessing officer for reassessment.

1,029.93

Customs duty/penalty for mis-declaration of imported goods in relation to EHIRCL. The matter is pending before the Central Excise and Service Tax Appellate Tribunal.

77.03

Corporate guarantee given to IDBI Bank by the Company in respect of financial assistance availed by one of the associates of the Company.

450.00

Corporate guarantee given to HDFC Bank by IHL in respect of financial assistance availed by one of the associates of the Company.

100.00

Corporate guarantee given to ABN Amro Bank in respect of financial assistance availed by an associate of the 150.00

xxxvii

Particulars

As on March 31, 2009

Company. Others 1.73

In the event that any of these contingent liabilities materialize, our financial condition may be adversely affected. For further details, see note 11 of Annexure VI to the auditor’s report included in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

50. We have entered into various related party transactions.

We have various transactions with related parties, including the Subsidiaries, the Associates, the Directors, employees and their relatives, the Promoters and the Promoter Group entities. These related party transactions include inpatient income, outpatient income, management fees, grant and repayment of loans, interest income on loans advanced, interest expense on loans taken, grant and receipt of corporate guarantees, purchase of medical consumables and pharmacy items and payment of managerial remuneration. For further details of our related party transactions, see Note 6 of the “Notes to Risk Factors” below under this section titled “Risk Factors” beginning on page viii of this Letter of Offer and our restated consolidated summary financial statements under the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. We believe that all such transactions have been conducted on an arm’s length basis, however in the event that obligations owed to us arising from such transactions are not fulfilled, either individually or in aggregate, our business and financial condition and/or results of operations may be adversely affected. We will continue to enter into related party transactions in the future, in the normal course of business. Such transactions, either individually or in the aggregate, may have an adverse effect on our business, revenues, results of operations and financial condition.

51. One of the Directors was a director of a company that appears on the RBI’s list of defaulters. Punjab Wireless Systems Limited (“Punwire”) appears on the RBI’s list of defaulters in respect of suit filed accounts of Rs.10 million and above for the non-payment of dues to IndusInd Bank Limited and Indian Overseas Bank. Mr. Rajan Kashyap, one of the Directors, who was also an ex officio director of Punwire between October 30, 1998 and July 8, 1999, appears on the list of directors of Punwire as reported by IndusInd Bank Limited and Indian Overseas Bank. 52. There were certain deviations, including shortfalls, in the actual performance vis-à-vis projections made

by a Promoter Group company in an earlier issue. In February 1995, Religare Technova Limited (“RTL”) completed a public issue of its equity shares and convertible preference shares. There were deviations with respect to certain parameters, including shortfalls, between the projections made in the offering document of RTL and the actual performance, the details of which are set forth below: Projected Income Statement

(Rs. in million, except per share data)

Fiscal 1995

Fiscal 1996

Fiscal 1997

Projections

Actuals

Projections

Actuals

Projections

Actuals

Income - Leasing 29.20 4.78 76.00 211.95 138.90 231.57 -Hire Purchase 7.00 0.79 29.20 19.20 63.80 20.87 -Investments & Trade Finance 42.70 26.57 106.80 111.97 185.40 5.57 -Merchant Banking 7.50 6.23 15.00 9.14 25.00 0.33 -Interest & Dividends 0.70 17.87 3.00 125.68 6.90 188.15 Total Income 87.10 56.23 230.00 477.93 420.00 446.50

Profit Before Depreciation,

xxxviii

Fiscal 1995

Fiscal 1996

Fiscal 1997

Projections

Actuals

Projections

Actuals

Projections

Actuals

Interest and Issue expenses 67.10 44.57 200.00 378.62 385.00 353.70 Interest 14.80 18.44 90.30 221.33 178.90 222.18 Depreciation 20.00 2.54 50.40 149.81 93.00 137.35 Issue Expenses Written Off 3.00 - 3.00 1.06 - 1.02 Profit before Tax 29.30 23.60 56.30 6.42 113.10 (6.85) Tax - - - - - - Profit After Tax 29.30 23.60 56.30 6.42 113.10 (6.85) Equity Share Capital 30.00 19.71 30.00 48.60 240.00 206.10 Preference Share Capital 210.00 157.50 210.00 210.00 - 52.50 Reserves & Surplus 17.30 23.60 58.50 28.81 155.30 82.93 Net worth 257.30 200.80 298.50 287.42 395.30 341.53 Dividend (%) – Equity 5.00 15.00 15.00 15.00 20.00 - - Preference 5.00 5.00 5.00 5.00 5.00 - Book Value Per Share (Rs.) 15.77 21.97 29.50 15.93 16.47 14.02 Earning Per Share (Rs.) 9.77 11.97 18.77 1.32 4.71 (0.33)

Projected Fund Flow Statement

(Rs. in million, except per share data)

Fiscal 1995

Fiscal 1996

Fiscal 1997

Projections

Actuals

Projections

Actuals

Projections

Actuals

SOURCES Equity Share Capital 30.00 19.70 30.00 48.60 240.00 206.10 Preference Share Capital 210.00 157.50 210.00 210.00 0.00 52.50 Retained Earnings 21.10 23.60 58.00 28.80 137.90 82.90 Book Depreciation 20.00 2.50 70.30 643.20 163.30 595.00 Issue Expenses written off 3.00 0.00 6.00 1.10 6.00 1.00 Share Application Money 0.00 2.80 0.00 0.00 0.00 0.00 Total own funds 284.10 206.10 374.30 931.60 547.20 937.50 Debentures 0.00 0.00 100.00 0.00 250.00 0.00 Term Loans 0.00 248.50 50.00 390.70 100.00 103.70 Fixed Deposits 0.00 0.00 131.30 795.80 304.10 875.60 Cash Credit 85.50 17.10 255.50 0.00 315.50 78.90 Short Term Funds 84.50 46.50 280.70 417.70 432.60 157.10 Total Borrowings 170.00 312.10 817.50 1,604.20 1,402.20 1,215.30 Total Resources 454.10 518.20 1,191.80 2,535.90 1,949.40 2,152.90 APPLICATIONS Lease Assets 157.00 105.00 353.80 1,126.30 565.30 1,178.10 H.P. Disbursement – Corp 61.00 23.70 211.00 166.50 337.70 142.75 I.C.D. 10.00 22.50 40.00 273.90 44.00 102.96 Investments 166.30 190.80 465.10 342.80 828.60 328.16 Statutory Investments 8.50 0.00 41.20 125.10 73.70 135.46 Bill Discounting 23.90 122.30 31.50 194.60 31.50 24.50 Issue Expenses 6.00 0.60 6.00 5.80 6.00 12.60 Owned Assets 10.00 6.80 13.40 37.40 13.90 50.78 Working Capital 11.40 46.50 29.80 173.50 48.70 177.49 Profit & Loss A/c 0.00 0.00 0.00 90.00 0.00 0.00 Total 454.10 518.20 1,191.80 2,535.90 1,949.40 2,152.80 Return on Capital Employed (%) 11.52 11.75 23.93 2.23 28.66 (2.01)

53. Certain of the Promoter Group companies have not been compliant with the applicable provisions of the

Takeover Code and the listing agreements with the stock exchanges. In addition, the equity shares of OIL, one of

the Promoter Group companies, have been suspended from trading by the BSE in the past. Some of the Promoter Group companies, namely OIL and RTL have, in the past, not been compliant with certain provisions of the Takeover Code and/or the listing agreements with the stock exchanges. OIL did not submitted timely disclosures required as per Regulations 6(2) and 6(4) of the Takeover Code as on February 20, 1997 and under Regulation 8(3) of the Takeover Code for the years 1998-2002 and 2006. However, the requisite disclosures

xxxix

under Regulations 6(2) and 6(4) of the Takeover Code have been submitted to the BSE through a letter dated October 19, 2006. Further, the requisite disclosures under Regulation 8(3) of the Takeover Code for the years 1998-2002 and 2006 have been submitted to the BSE through a letter dated October 31, 2006. In addition, OIL did not submit timely disclosures in relation to the requirements of Clauses 35, 47, 49 and 51 of the Listing Agreement for the period ended September 2006. Appropriate information in relation to these requirements was submitted by OIL on October 31, 2006. In addition, OIL failed to submit its shareholding pattern for the quarter ended March 31, 2008 under Clause 35 of the Listing Agreement. However, the shareholding pattern for the quarter ended March 31, 2008 was submitted on May 2, 2008 and OIL is currently complying with the disclosure requirements under the Listing Agreement. OIL received a notice dated April 2, 2004 from the BSE in relation to non-compliance with Clause 51 of the Listing Agreement by OIL. Subsequently, pursuant to a notice dated December 23, 2004, the BSE suspended trading in the securities of OIL with effect from December 21, 2004, until the completion by OIL of all the formalities for revocation of the suspension. Pursuant to the information provided by OIL, the BSE, by its letter dated June 20, 2005, intimated OIL of the decision of the Listing Committee of the BSE to revoke the suspension in the trading of the securities of OIL, subject to (i) payment of the reinstatement fees of Rs.0.18 million; (ii) submission of an undertaking stating that the promoters’ shareholding shall be subject to a lock-in for a period of one year from the date of revocation; (iii) submission of the profile of directors as per the prescribed format; and (iv) a declaration that the submissions made to the Registrar of Companies and the BSE are the same. Pursuant to letters dated September 15, 2005 and October 11, 2006, OIL informed the BSE of fulfillment of all the requirements specified by the BSE. The BSE revoked the suspension of the trading of the securities of OIL by its order dated November 16, 2006, effective from November 22, 2006. In addition, RTL has, in the past, not been in compliance with the disclosure requirements under Clause 47(d) of the listing agreements with the stock exchanges, which requires a listed company to furnish to the stock exchanges, within 48 hours of obtaining information, details regarding any loss of share certificates and issue of the duplicate certificates. Although RTL had informed the stock exchanges regarding the loss of share certificates within the specified time, it did not inform the stock exchanges regarding the issuance of duplicate share certificates as required under Clause 47(d). However, RTL has been in compliance with such requirements since September 2006. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

54. The equity shares of a listed Promoter Group company are infrequently traded on the Delhi Stock

Exchange Limited. During the last five years, the equity shares of the listed Promoter Group company, OIL, have been infrequently traded on the Delhi Stock Exchange Limited. For further details of the Promoter Group companies, see the section titled “Our Promoters and Promoter Group” beginning on page 206 of this Letter of Offer.

55. In the past we were late in the payment of interest on one of our loans. We were late in two interest payments on a loan from UTI Bank in an amount of approximately Rs.0.97 million during October 2005 and Rs.10.06 million during November 2005. External Risk Factors

56. Challenges that affect the healthcare industry may also have an effect on our operations. We are impacted by the challenges currently facing the healthcare industry. We believe that the key ongoing industry-wide challenges are providing quality patient care in a competitive environment and managing costs. In addition, our business and results of operations may also be affected by other factors that affect the entire industry, including us, such as: • technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for

healthcare;

xl

• general economic and business conditions, both nationally and regionally; • demographic changes; and • changes in the distribution process or other factors that increase the cost of supplies. In particular, the patient volumes and operating income at our hospitals are subject to economic and seasonal variations caused by a number of factors, including, but not limited to: • unemployment levels; • the business environment of local communities; • the number of uninsured and underinsured patients in local communities; • seasonal cycles of illness; • climate and weather conditions; and • physician recruitment, retention and attrition. Any failure by us to effectively face these challenges could have a material adverse effect on our results of operations. 57. Financial instability in certain countries, particularly emerging market countries in Asia and other

countries may adversely affect our business and the price of the Equity Shares and the Detachable Warrants. Indian markets and the Indian economy are influenced by economic and market conditions in other countries, particularly emerging market countries in Asia and certain other countries. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss of investor confidence in the financial systems of developed and emerging markets has caused increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability, such as the current economic slowdown, could also have a negative impact on the Indian economy. Financial disruptions may occur again and may harm our business, our future financial performance and the price of the Equity Shares and the Detachable Warrants.

58. Our business could be adversely impacted by economic, political and social developments in India and

the other markets that we serve. Our performance and growth are dependent on the state of the economies of the markets we currently serve. These economies could be adversely affected by various factors, such as political and regulatory action including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. In particular, we are currently operating a satellite center in Afghanistan, an area which has been prone to terrorist activities and, consequently, heightened security and policing activities. Any slowdown in these economies could adversely affect the ability of our patients to afford our services, which in turn would adversely impact our business and financial performance and the price of the Equity Shares and the Detachable Warrants.

59. Volatile conditions in the Indian securities market may affect the price or liquidity of the Equity Shares

and the Detachable Warrants. The Indian securities markets are smaller than the securities markets in the United States and Europe and have experienced volatility from time to time. The regulation and monitoring of the Indian securities market and the activities of investors, brokers and other participants differ, in some cases significantly, from those in the United States and some European countries. Indian stock exchanges have experienced problems, including temporary closures, broker defaults, settlement delays and strikes by brokerage firm employees, which, if those or similar problems were to continue or recur, could adversely affect the market price and liquidity of the securities of Indian companies, including the Equity Shares and the Detachable Warrants. 60. Renunciation by any shareholder may require prior regulatory approvals, including an approval of the

RBI.

xli

Any renunciation from (i) a resident Indian Equity Shareholder to a Non Resident or (ii) a Non Resident Equity Shareholder to a resident Indian or (iii) a Non Resident Equity Shareholder to a Non Resident will be subject to the renouncer/renouncee obtaining the necessary approvals, including the permission of the RBI under FEMA and such permissions will need to be attached to the CAF. There can be no certainty as to the conditions subject to which any approval will be granted or if the approval will be granted at all. For further details, see the section titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer. 61. The FIPB approval granted to the Company for the issue of the Detachable Warrants to Non Residents

is subject to compliance with SEBI and RBI norms. Pursuant to a letter dated June 16, 2009, the FIPB has granted an approval for the issue and allotment of the Detachable Warrants to Non Resident Equity Shareholders and other eligible Non Resident applicants, such as FIIs, NRIs and FVCIs, subject to compliance with SEBI/RBI norms. For further details, see the section titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer. 62. The Detachable Warrants will bear the risk of fluctuation in the price of the Equity Shares.

Stock markets have experienced extreme volatility in the recent past that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of the Equity Shares. There may be significant volatility in the market price of the Equity Shares. If the Company is unable to operate profitably or as profitably as it has in the past, investors could sell the Equity Shares when it becomes apparent that the expectations of the market may not be realized, resulting in a decrease in the market price of the Equity Shares. In addition to the Company’s operating results, governmental investigations and litigation, speculation in the press or investment community, the possible effects of a war, terrorist and other hostilities, changes in general conditions in the economy or the financial markets, or other developments affecting the healthcare delivery services industry, could cause the market price of the Equity Shares to fluctuate substantially. The market price of the Detachable Warrants is expected to be affected by fluctuations in the market price of the Equity Shares and it is impossible to predict whether the price of the Equity Shares will rise or fall. Any decline in the price of the Equity Shares may have an adverse effect on the market price of the Detachable Warrants. 63. An active market for the Detachable Warrants may not develop, which may cause the price of the Equity

Shares to fall. The Company will apply to the BSE and the NSE for final listing and trading approvals after the allotment of the Equity Shares with Detachable Warrants in the Issue. There can be no assurance that the Company will receive such approvals on time or at all. No assurance can be given that an active trading market for the Detachable Warrants will develop or as to the liquidity or sustainability of any such market, the ability of the Warrant Holders to sell their Detachable Warrants or the price at which the Warrants Holders will be able to sell their Detachable Warrants. If an active market for the Detachable Warrants fails to develop or be sustained, the trading price of the Equity Shares could fall. If an active trading market were to develop, the Detachable Warrants could trade at prices that may be lower than the initial offering price of the Detachable Warrants. The Company has no obligation to make a market in the Detachable Warrants.

64. You may not receive the Equity Shares with Detachable Warrants that you subscribe for in the Issue

until 15 days after the Issue Closing Date, which will subject you to market risk. The Equity Shares with Detachable Warrants that you purchase in the Issue may not be credited to your demat account with the Depository Participants until 15 days from the Issue Closing Date. You can commence trading the Equity Shares and the Detachable Warrants only after receipt of the listing and trading approvals in respect thereof. There can be no assurance that the Equity Shares and the Detachable Warrants allotted to you will be credited to your demat account, or that trading in the Equity Shares and the Detachable Warrants will commence within the specified time periods. Furthermore, since the Equity Shares are already listed on the Stock Exchanges, you will be subject to market risk from the date you pay for the Equity Shares until the date such Equity Shares are listed.

Notes to Risk Factors

xlii

1. Issue of 90,646,936 Equity Shares at a premium of Rs.100 per Equity Share for an amount aggregating Rs.9,971.16 million on a rights basis to the existing Equity Shareholders of the Company in the ratio of two Equity Share(s) for every five fully paid-up Equity Share(s) held by the existing Equity Shareholders on the Record Date. For every Equity Share allotted on a rights basis, one Detachable Warrant will be issued and allotted. The issue price is 11 times the face value of the Equity Shares.

2. Based on our restated consolidated financial statements, our net worth (excluding amalgamation and

revaluation reserves) was Rs.6,930.46 million as on March 31, 2009. For further details, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

3. Based on the restated unconsolidated summary financial statements of the Company, the net asset value per

Equity Share was Rs.35.21 as on March 31, 2009. For further details, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

4. The average cost of acquisition of the Equity Shares by the Promoters is Rs.10.78 per Equity Share. 5. Other than as stated in the section titled “Capital Structure – Notes to the Capital Structure - Note 1”

beginning on page 27 of this Letter of Offer, the Company has not issued any Equity Shares for consideration other than cash.

6. The related party transactions for Fiscal 2005, 2006, 2007, 2008 and 2009 on a consolidated basis is set

forth below: (Rs. in million)

Transaction details

Year

ended

March 31,

2005

% of the

total

Year

ended

March 31,

2006

% of the

total

Year

ended

March 31,

2007

% of the

total

Year

ended

March 31,

2008

% of the

total

Year

ended

March 31,

2009

% of the

total

Transactions during

the year

Expenses allocated

to related parties

16.22 1.85% 25.23 0.77% 28.55 0.51% 8.12 0.16% 5.33 0.09%

Operating Income

(In Patient Income,

Out Patient Income,

Income from

Medical Services,

Management Fees

and Income from

Rent)

15.55 2.08% 17.41 0.59% 22.56 0.43% 38.52 0.76% 54.70 0.87%

Interest Interest Income - - 0.60 7.80% 6.33 23.09% 117.63 38.40% 137.48 75.88% Interest Expense - - 0.13 0.04% 10.13 1.59% 59.83 11.52% 59.62 14.22% Fixed Assets Sale of Fixed Assets - - - - - - - - 4.43 27.58% Purchase of Fixed Assets

- - - - - - 0.35 0.02% 10.37 0.73%

Loans & Advances* Loans & Advances given / (received back) -Net

- - 19.99 18.89% 31.38 -23.76% 960.00 109.46% (1,066.56) 235.08%

Unsecured Loans** Unsecured Loans taken/ (paid back) –Net

- - - - 396.70 3241.01%

(174.88) 87.51% 921.50 98.32%

Other Expenses 31.81 3.63% 44.93 1.37% 127.21 2.28% 252.61 4.93% 354.34 5.95%

xliii

Transaction details

Year

ended

March 31,

2005

% of the

total

Year

ended

March 31,

2006

% of the

total

Year

ended

March 31,

2007

% of the

total

Year

ended

March 31,

2008

% of the

total

Year

ended

March 31,

2009

% of the

total

Preference Share

Capital

Redemption of Preference Share Capital

- - - - - - 260.00 100.00% 11.60 100.00%

Premium on Redemption of Preference Shares

- - - - - - 2,340.00 100.00% 133.51 100.00%

Corporate

Guarantees

Corporate Guarantees Issued

- - - - - - 150.00 100.00% 450.00 100.00%

Corporate Guarantee Received for Loans Taken

4.08 100.00% 70.92 100.00% - - - - 98.19 100.00%

Personal Guarantee

Received for Loans

Taken

- - 3,800.00 100.00% 500.00 100.00% 750.00 100.00% 500.00 100.00%

Investments Investment Made - - - - - - 68.18 5.83% 80.11 10.90% Investments Sold - - - - - - - - 6.00 1.22% Share Capital Subscription of Share Capital

15.68 6.34% 3,451.80 99.67% 260.00 100.00% 116.00 100.00% - -

Securities Premium Received

- - - - 2,340.00 100.00% 1,044.00 100.00% - -

___________ * Transaction in respect of loans given and received back from related parties have been shown as net. The percentage of such loans has been

calculated on the net movement of loans and advances given to/ received back from bodies corporate and others during the year.

** Transaction in respect of unsecured loans taken from and paid back to related parties have been shown as net. The percentage of such loans has

been calculated on the net movement in unsecured loans taken and paid back from bodies corporate and others during the year.

7. The Directors and key managerial employees are interested in the Company to the extent of any Equity

Shares held by them and any dividend and other distribution payable to them in respect of such Equity Shares and/or stock options granted to them pursuant to the ESOP 2007 or the Equity Shares that may be allotted to them pursuant to the exercise of any stock options granted to them under the ESOP 2007. For details of interests of the Directors and key managerial employees of the Company, see the sections titled “Our Management” and “Related Party Transactions” beginning on pages 191 and 273, respectively, of this Letter of Offer. For details of the interests of the Promoters and the Promoter Group, see the sections titled “Our Promoters and Promoter Group” and “Related Party Transactions” beginning on pages 206 and 273, respectively, of this Letter of Offer.

8. The Promoters and Promoter Group entities are interested to the extent of their Shareholding in the

Company and any dividend and other distribution payable to them in respect of such Equity Shares. For details of the transactions in the Equity Shares by the Promoters, the directors of the corporate Promoter, and the Promoter Group entities in the last six months, see the section titled “Capital Structure – Notes to the Capital Structure” beginning on page 27 of this Letter of Offer.

9. For details of the changes in the Company’s name and the Memorandum of Association of the Company,

see the section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. 10. Before making an investment decision in respect of the Issue, investors are advised to refer to the section

titled “Basis for the Issue Price” beginning on page 57 of this Letter of Offer.

xliv

11. Any clarification or information relating to the Issue shall be made available by the Lead Manager and the

Company to the investors at large and no selective or additional information will be available for a section of investors in any manner whatsoever.

12. For details of the basis of allotment, see the section titled “Terms and Procedure of the Issue – Basis of

Allotment” beginning on page 449 of this Letter of Offer. 13. The Company and the Lead Manager shall update this Letter of Offer and keep the public informed of any

material changes until the listing and commencement of trading of the Equity Shares and the Detachable Warrants allotted in the Issue.

14. Investors may contact the Lead Manager for any complaints relating to the Issue.

1

SECTION III - INTRODUCTION

SUMMARY

Industry Overview

Overview of Healthcare in India

Healthcare is the prevention, treatment, and management of illness and the preservation of mental and physical well-being through the services offered by the medical, nursing, and allied health professions. The organized provision of such services constitutes a healthcare system. The healthcare industry can be broadly divided into the following categories:

• Hospitals; • Pharmaceuticals; • Diagnostic centers; and • Ancillary services such as health insurance and medical equipment.

The first two categories constitute approximately 75% of the total healthcare delivery market in India. The hospitals can be classified on the basis of following criteria:

(a) Type of Facilities

On the basis of types of services rendered and the complexity of the ailment, hospitals can be classified as follows: 1) Primary care facilities (including dispensaries) 2) Nursing homes 3) Secondary care hospitals

a) General secondary care hospitals b) Specialty secondary care hospitals

4) Tertiary care hospitals a) Single specialty b) Multi-specialty

5) Quaternary care hospitals (b) Ownership and Operating Models

On the basis of their ownership, there are five basic operating models for hospitals in India: • facilities owned and managed by the government; • facilities owned and managed by charitable trusts; • facilities owned and managed by for-profit private institutions; • facilities owned by charitable trusts but managed by for-profit private institutions; and • facilities owned by for-profit private institutions but managed by separate for-profit private institutions. (c) Public vs. Private Provision of Healthcare Services

The state, central and local governments share the responsibility of providing healthcare in India. According to the CRISIL Research Annual Review on the Hospitals industry - May 2008, the public sector accounts for 20-25% of the total healthcare expenditure, representing only around 1.0% of the gross domestic product (“GDP”) of India, among the lowest in the world and ahead of barely a few countries. The World Bank’s assessment of the Indian public healthcare sector reveals that it is under-funded and small in size to meet the current health needs of the country. The central government accounts for approximately 15% of the total healthcare expenditure mostly through national health programs. The low state of finances is indicative of the public health expenditure being far below the requirement of India’s huge population.

2

Healthcare in India – An Underserved Sector

According to Destination India, healthcare in India is grossly understaffed and is also facing ever widening gaps in physical infrastructure. According to FICCI HEAL, the growth in healthcare infrastructure in the last decade has not kept pace with the increase in population and the rise in reported ailments. While the population during this period increased by 15% and the number of persons reporting ailments per 1,000 persons has increased by 66%, the total number of hospital beds has increased by only 5.1% and therefore, the bed density (number of beds per 1,000 persons) has declined by 7%.

(a) Lack of Public Spending on Healthcare

(b) Lack of Infrastructure a. Hospital Beds b. Trained Personnel

Emerging Trends and Industry Outlook

(a) Shifting demographics and socio-economic trends (b) Market growth (c) Shifting spending patterns (d) Increasing penetration of health insurance (e) Medical value travel (f) Increased spending on infrastructure

Business Overview

We are the second largest private healthcare chain in India, next only to the Apollo group, according to the CRISIL Research Annual Review on the Hospitals industry - May 2008. We currently have a network of 28 healthcare delivery facilities, including 16 hospitals, of which 15 are in India and one is in Mauritius, and 12 satellite and heart command centers, of which 11 centers are in hospitals across India and one satellite center is in Afghanistan.

We are committed to delivering quality healthcare services to our patients in modern facilities using advanced technology and our teams of doctors, nurses and other healthcare professionals, who follow international protocols. Most of our hospitals are multi-specialty hospitals, which provide secondary and tertiary healthcare to patients. Some of our multi-specialty hospitals also include super-specialty “Centers of Excellence” providing quaternary healthcare to patients in key specialty areas such as cardiac care, orthopedics, neuro-sciences, oncology, renal care, metabolic diseases and mother and child care. In addition, two of our hospitals, Escorts Heart Institute & Research Centre in Delhi (“Escorts Hospital - Delhi”) and Escorts Heart Centre in Raipur (“Fortis Escorts Hospital - Raipur”), focus primarily on cardiac patients, with Escorts Hospital - Delhi serving as a super-specialty “Center of Excellence” for cardiac care. We also operate Fortis La Femme at New Delhi, a “boutique” style hospital that focuses on women’s health and maternity care.

Drawing on the experience of the Promoters as the then-promoters of Ranbaxy Laboratories Limited, a multi-national pharmaceutical company headquartered in India (“RLL”), and with a vision of creating an integrated healthcare delivery system, the Company commenced operations with its first hospital in Mohali in 2001. Since 2001, we have expanded our operations by opening multi-specialty hospitals (including some with super-specialty “Centers of Excellence”), a boutique style hospital and various satellite and heart command centers. Our hospital network consists of multi-specialty “spoke” hospitals, which provide comprehensive general healthcare to patients in their local communities, and super-specialty “hub” hospitals, which also provide more advanced care to patients, including patients from our “spoke” hospitals and other hospitals in the surrounding areas. Our network of 16 hospitals comprises seven hospitals that are wholly owned or majority owned by us, four associate hospitals in which we own less than a majority interest, of which two are also operated and managed by us pursuant to Operation & Management (“O&M”) contracts, one hospital, Fortis Escorts Hospital - Raipur, which we operate in collaboration with the Government of Chhattisgarh and four remaining hospitals which are operated and managed by us but owned by or leased from trusts, societies or other entities. We also have 12 satellite and heart command centers which are operated and managed by us but owned or leased from others. See also “—Our Network” in the section titled “Our Business” beginning on page 76 of this Letter of Offer.

3

In September 2005, we acquired a 89.99% interest in Escorts Heart Institute and Research Centre Limited (“EHIRCL”), a provider of private healthcare services, for a total consideration of Rs.5,850.10 million (the “Escorts hospitals acquisition” and the hospitals acquired thereby, the “Escorts hospitals”). The Escorts hospitals acquisition was significant and increased our expertise and prominence, especially in the cardiac care specialty area, and enhanced our profile among patients. EHIRCL currently owns and operates Escorts Hospital - Delhi and Fortis Escorts Hospital - Amritsar, operates and manages Fortis Escorts Hospital - Raipur in collaboration with the Government of Chhattisgarh and operates and manages 10 satellite and heart command centers.

We acquired a 100% interest in International Hospital Limited (“IHL”) in tranches, including through a transfer of shares by certain Promoter Group companies in March 2006, for a total consideration of Rs.402.51 million (the “IHL acquisition”). Although the IHL acquisition was not completed until July 2007, the results of IHL have been included in our restated consolidated summary financial statements with effect from December 20, 2002, the date on which IHL became a board-controlled subsidiary of the Company pursuant to an agreement between the Company, IHL and the then-existing shareholders of IHL.

IHL owns Fortis Hospital - Noida, which commenced operations in August 2004. IHL has also acquired a 49.86% interest in Malar Hospitals Limited (“MHL”), a listed Indian company that owns Fortis Malar Hospital in Chennai (the “Malar acquisition”). Pursuant to transfer of equity shares by EHIRCL, in August 2008, IHL completed the acquisition of a 100% interest in Escorts Hospital and Research Center Limited (“EHRCL”), which owns Escorts Hospital and Research Center, Faridabad (“Fortis Escorts Hospital - Faridabad”), and in Escorts Heart and Super Speciality Hospital Limited (“EHSSHL”), which owns Fortis Escorts Hospital - Jaipur. In January 2009, IHL, through its subsidiary, acquired a 28.89% interest in Medical and Surgical Centre Limited (“MSCL”), a listed Mauritius company that owns Fortis Clinique Darné hospital in Mauritius (the “MSCL acquisition”). In February 2009, IHL increased its equity interest in Lalitha Healthcare Private Limited (“LHPL”), which owns Fortis Hospital Seshadripuram in Bangalore (the “LHPL acquisition”), to 67.23%. In March 2006, we acquired a 100% interest in Fortis Hospotel Limited, formerly, Oscar Bio-Tech Private Limited (“FHTL”), from a Promoter Group company (the “FHTL acquisition”). FHTL has a perpetual O&M contract for Fortis Flt. Lt. Rajan Dhall Hospital in Vasant Kunj, Delhi and has rights over properties in Shalimar Bagh and Gurgaon in the National Capital Region, on which two of our hospitals are currently under development.

In February 2007, we acquired a 99.99% interest in Hiranandani Healthcare Private Limited (“HHPL”) from its then-existing shareholders. On July 8, 2008, the Company entered into an agreement with FHHL, a Promoter company, pursuant to which the Company transferred 60% of the equity share capital of HHPL to FHHL (together, the “HHPL acquisition”). HHPL had earlier entered into an agreement with the Navi Mumbai Municipal Corporation (“NMMC”) to develop a super-specialty hospital in Navi Mumbai, a suburb of Mumbai, Maharashtra, under a collaborative framework and NMMC had granted a lease to HHPL for an initial period of 25 years. HHPL recently completed the construction of the super-specialty hospital in Navi Mumbai (“Hiranandani Hospital Vashi”) and the hospital commenced commercial operations on March 4, 2009.

We also increased our equity interest in Sunrise Medicare Private Limited (“SMPL”) that owns Fortis La Femme in Delhi, which we operate and manage pursuant to an O&M contract, from 5% in January 2006 to 31.26% in September 2007.

We also operate and manage the Jessa Ram Hospital in Delhi, Fortis Modi Hospital in Kota, Fortis Hospital Seshadripuram in Bangalore, Fortis Clinique Darné in Mauritius, and the S.L. Raheja Hospital in Mumbai pursuant to O&M contracts.

Our wholly owned Subsidiary, Fortis Hospitals limited (“FHsL”), has entered into a business transfer agreement dated August 24, 2009 for the proposed acquisition of the business division of Wockhardt Hospitals Limited relating to certain hospitals, nursing schools and other ancillary premises (the “Wockhardt Hospitals Acquisition”). For details of Wockhardt Hospitals Acquisition, see the sections titled “Risk Factors” and “The Wockhardt Hospitals Acquisition” beginning on pages viii and 117, respectively, of this Letter of Offer.

During Fiscal 2009, we performed approximately 5,400 heart surgeries, 6,000 angioplasties, 15,200 angiographies, 2,800 other cardiac procedures, 4,950 orthopedic surgeries and 1,300 neuro surgeries across our network of healthcare delivery facilities. We currently have approximately 2,101 operational inpatient beds (i.e., beds in use, other than beds in emergency rooms and operating theaters and day care beds) across our network of 28 healthcare delivery facilities, with installed capacity for approximately 2,932 beds. In Fiscal 2009, the average occupancy rates at Fortis Hospital - Mohali, Escorts Hospital - Delhi, Fortis Hospital - Noida, Fortis Escorts

4

Hospital - Faridabad, Fortis Escorts Hospital - Amritsar and Fortis Escorts Hospital - Jaipur were 72%, 71%, 65%, 77%, 65% and 54%, respectively.

On a consolidated basis, our total income and restated net profit as allocable to the shareholders of the Company for Fiscal 2009 was Rs.6,589.38 million and Rs.196.29 million, respectively.

Below is a chart outlining our corporate structure and our hospital ownership interests:

Fortis Hospotel Limited

(formerly, Oscar Bio-Tech

Private Limited) (“FHTL”)

O&M contract

Fortis Flt. Lt. Rajan Dhall Hospital

Projects under development Fortis Shalimar Bagh Gurgaon Hospital

Hiranandani

Healthcare Private

Limited (“HHPL”)

Associate hospital

Hiranandani Hospital - Vashi

Fortis Health Management

Limited (“FHML”)

Escorts Heart Institute and

Research Center Limited

(“EHIRCL”)

Owned hospitals

Escorts Hospital - Delhi

Collaboration with Government of Chhattisgarh

Fortis Escorts Hospital - Raipur

Other facilities 3 satellite and heart command centers

Escorts Heart and Super

Speciality Institute Limited

(“EHSSIL”)

Owned hospital

Fortis Escorts Hospital - Amritsar

Escorts Heart Center

Limited (“EHCL”)

Other facilities

7 satellite and heart command centers

Fortis Healthcare Limited (“FHL”)

Owned hospitals

Fortis Hospital - Mohali O&M contracts

Jessa Ram Hospital Fortis Modi Hospital S.L. Raheja Hospital

Other facilities

2 satellite and heart command centers

International

Hospital

Limited

(“IHL”)

Owned hospital

Fortis Hospital - Noida

Escorts Heart and

Super Speciality

Hospital Limited

(“EHSSHL”)

Owned hospital

Fortis Escorts Hospital - Jaipur

Fortis Hospital

Management

Limited

(“FHoML”)

Escorts Hospital

and Research

Center Limited

(“EHRCL”)

Owned hospital

Fortis Escorts Hospital - Faridabad

Malar Hospitals

Limited

(“MHL”)

Associate hospital

Fortis Malar Hospital

100% 100% 100%

89.99% 39.99% 100%

Fortis

Healthcare

International

Limited

(“FHIL”)

49.86% 100% 100% 100% 100%

Sunrise Medicare Private Limited

(“SMPL”)

Associate hospital and O&M contract

Fortis La Femme

Lalitha

Healthcare

Private Limited

(“LHPL”)

Owned hospital and O&M contract

Fortis Hospital Seshadripuram

67.23%

28.89%

Medical and Surgical Centre

Limited (“MSCL”)

Associate hospital and O&M contract

Fortis Clinique Darné

31.26% 100% 100%

Fortis

Emergency

Services

Limited

(“FESL”)

51%

Fortis

Hospitals

Limited

(“FHsL”)

5

Our Competitive Strengths We believe the following competitive strengths distinguish us from our peers and provide us with opportunities to grow our business: Skilled doctors dedicated to quality patient care. As on March 31, 2009, we and our O&M hospitals had a team of 912 doctors, including retainers, complemented by 3,123 nurses and 769 paramedics. In addition, as on March 31, 2009, our O&M hospital in Mauritius had approximately 409 employees. Some of our doctors have a history of pioneering innovative techniques for patient treatment, such as minimally invasive cardiac and orthopedic surgeries, both in India and, in some cases, on a global basis. Our doctors are dedicated to clinical research and have published numerous studies on topics including cardiology, cardiac surgery, diabetes, infectious diseases, oncology, nephrology and neuro-surgery.

Adherence to high standards of protocols. We adhere to high standards of clinical protocols in patient handling, operating theaters, intensive care unit management and emergency care set by leading international hospitals and accreditation bodies. For example, Fortis Hospital - Mohali has received accreditation from the Joint Commission International, an affiliate of the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”), a healthcare accrediting organization, and the National Accreditation Board for Hospitals and Healthcare Providers (“NABH”), an autonomous body established in 2005 under the Quality Council of India for setting benchmarks in the healthcare industry in India. In addition, Escorts Hospital - Delhi, Fortis Hospital - Noida and Fortis Escorts Hospital - Jaipur have also received accreditation from NABH. The quality management system at Escorts Hospital - Delhi, Fortis Hospital - Noida and Fortis Escorts Hospital - Faridabad have been designated as ISO 9001:2000-compliant and the environmental management system at Fortis Hospital - Noida has been designated as ISO 14001:2004 compliant. Our blood banks at Escorts Hospital – Delhi, Fortis Hospital - Noida and Fortis Flt. Lt. Rajan Dhall Hospital are also accredited by NABH.

Modern, patient-centric hospital facilities. Our hospitals have been designed to ensure that we are able to offer quality care to our patients. For example, Fortis Hospital - Mohali was awarded the “1999 Citation for Healthcare Facilities Design” by the American Institute of Architects. The layouts at our facilities minimize inpatient movement, with outpatient facilities located near diagnostic facilities within the hospital. Other characteristics of many of our facilities, such as attractive architectural and design features, the use of special lighting and color and the reduction of “hospital odors”, also enhance the patient experience. Our hospital staff is continually trained to care for patients with techniques utilized in the hospitality industry, which, together with the design of our facilities, helps relieve patient anxiety and provide a more comfortable experience for patients. During Fiscal 2008, Escorts Hospital - Delhi was rated the “best super-specialty hospital in Delhi in terms of patient satisfaction” in a survey conducted by the Voluntary Organization in Interest of Consumer Education (“VOICE”), a consumer organization sponsored by the Union Ministry of Consumer Affairs, Government of India, and also received the “Superbrand 2008 Award”. We also emphasize pre-emptive and high quality maintenance of our facilities. In addition, we focus on obtaining current technologies for providing healthcare services. Our information technology or “IT” infrastructure has been recognized as among the best in the healthcare delivery industry. We were named “Best IT User” for “Infrastructure in Healthcare” at the 2005 NASSCOM India IT User Awards. In addition, our hospitals are fitted with modern medical technology and equipment, including the Da Vinci Robotic System, which is used to conduct minimally invasive cardiac and urological surgeries. Cost-effective business model. The “hub and spoke” model for our hospital network allows us to serve the comprehensive medical needs of patients in their local communities at our multi-specialty facilities, while also delivering sophisticated, advanced procedures and quaternary care at our super-specialty “Centers of Excellence”. By focusing on super-specialty “Centers of Excellence” at our “hub” hospitals, we can serve patients referred from doctors working at a number of nursing homes and multi-specialty hospitals in a particular region, including hospitals outside our network. This helps to expand our reach beyond the core catchment areas of our local, multi-specialty facilities. This model also allows us to efficiently deploy resources across our network and increase the quality of care. Depth of coverage. We have a deep presence in the NCR where we currently operate six hospitals and three satellite/heart command centers and are also building two super-specialty hospitals in Shalimar Bagh and Gurgaon. We believe that having many hospitals within the same region helps potential patients gain familiarity

6

with our brand and our network. Having multiple hospitals in the same area also provides us with depth of coverage, allowing us to service a patient’s many medical needs. Proven ability to develop facilities. Since 2001, we have grown from one hospital, Fortis Hospital - Mohali, to a network of 28 healthcare delivery facilities, including 11 satellite and heart command centers in hospitals across India and one satellite center in Afghanistan. We have the experience in commencing and rolling out operations in greenfield hospital projects efficiently. In general, in the past, we have been able to generate operating profit at our greenfield hospitals within three to five years of their launch. We believe the experience we have gained from building and operating hospitals over the past eight years has enabled us to improve the rate at which our new hospitals gain acceptance in their local communities and achieve profitable occupancy rates. Professionally managed administration. Our senior management team is composed of experienced managers from the manufacturing, healthcare and other service sectors, as well as doctors with both clinical and administrative experience. Our senior managers have an average of approximately 24 years of professional experience. We believe our combination of a professionally managed administration with a commitment to patient care and high ethical standards enables us to operate our facilities more efficiently and leads to greater innovation in the management philosophy across our facilities, while at the same time providing quality care to our patients. Brand equity. We believe the “Escorts” and “Fortis” healthcare brands are widely recognized in India by both healthcare professionals and patients in specialty areas, such as cardiac care, orthopedics, neuro-sciences, oncology, renal care, metabolic diseases and mother and child care. We believe our reputation helps us attract not only patients, but also well-known doctors and other healthcare professionals to our facilities, who in turn draw additional patients to our facilities. Furthermore, we believe our name recognition extends beyond the areas in which we currently operate. In Fiscal 2009, approximately 38% of the inpatients at Fortis Hospital - Mohali came from outside the hospital’s core region of Punjab, Chandigarh and Panchkula and approximately 48% of the inpatients at Escorts Hospital - Delhi came from outside the hospital’s core region of the NCR. We believe this level of name recognition on a national scale helps facilitate the acceptance by both patients and doctors of hospitals in other regions across India that we may add to our network. Our Strategy We continuously strive to improve the quality of healthcare services provided by our hospitals, while at the same time focusing on our financial results. Below are the key strategies we are employing to achieve these goals: Continue to grow with a flexible expansion program. We intend to utilize our existing experience in building, operating and acquiring hospitals to continue our growth. We employ a flexible approach to our expansion by building new hospitals, such as our hospital in Jaipur and our hospitals under development in Shalimar Bagh and Gurgaon, as well as acquiring existing hospitals, such as pursuant to the Escorts hospitals acquisition, the IHL acquisition and the HHPL acquisition. We have entered into a business transfer agreement dated August 24, 2009 for the proposed Wockhardt Hospitals Acquisition, the completion of which is subject to the fulfillment of certain closing conditions. Pursuant to the completion of the Wockhardt Hospitals Acquisition, we will acquire eight operational hospitals and two hospital projects under development. For details of Wockhardt Hospitals Acquisition, see the section titled “The Wockhardt Hospitals Acquisition” beginning on page 117 of this Letter of Offer. Additionally, we seek to continue our strategy of entering into O&M contracts for both existing and new hospitals, such as Jessa Ram Hospital, Fortis La Femme, Fortis Flt. Lt. Rajan Dhall Hospital, Fortis Hospital Seshadripuram, Fortis Clinique Darné, Fortis Modi Hospital and S.L. Raheja Hospital, as well as entering into new satellite and heart command center arrangements. We have an acquisitions team, which is dedicated to continuously evaluating potential greenfield, acquisition and O&M opportunities in our existing and new regions. We also consult with internationally renowned management consultants regarding our expansion strategy and to build our capability to complete projects while adhering to quality standards in a cost-effective manner. Our evaluation criteria for new opportunities include the cost, the quality of the infrastructure, work culture and specialties at a facility (for existing facilities), location (with a focus on properties located in major cities), population base, the skill and reputation of the doctors and other medical and non-medical staff at existing facilities and the attractiveness to leading doctors of the location of new sites. Expand into new regions. We believe the growing affluence, sophistication and awareness about healthcare services of patients throughout India will lead to higher demand for our healthcare services. The Indian healthcare

7

market is highly fragmented throughout the country, with many small “nursing home” or hospice facilities run by one or two doctors and some larger facilities run by trusts, societies, corporate entities and the local, state and central governments. We seek to replicate the model we have applied in north India to establish a network of super-specialty “Centers of Excellence” and multi-specialty hospitals to deliver quality healthcare to patients across the country and leverage our extensive knowledge of the healthcare sector and brand recognition to attract both doctors and patients to our future facilities. The HHPL acquisition and the O&M contracts for Fortis Modi Hospital and S.L. Raheja Hospital provides us a presence in west India and the Malar acquisition and the LHPL acquisition provides us a presence in south India. In addition, pursuant to the completion of the Wockhardt Hospitals Acquisition, we will acquire eight operational hospitals and two hospital projects under development. Of the eight operational hospitals, two hospitals are in eastern Mumbai, four are in Bangalore and two are in Kolkata. The two hospital projects under development are in Bangalore and Kolkata. As such, we expect that the Wockhardt Hospitals Acquisition, if completed, will enable us to further expand our presence in west and south India and establish a presence in east India. As we expand into new regions, we intend to roll out in such regions quickly to hire doctors and also establish our network in the community before our competitors do. Focus on high-growth segments of the healthcare market. The growth in the Indian economy, together with an increase in purchasing power, an increase in awareness about health and healthcare, a growing medical value travel market and an increase in lifestyle-related diseases such as heart disease, has created a new and expanding group of patients. This group is increasingly demanding higher levels of quality medical services, particularly tertiary and quaternary healthcare services, including cardiac care, orthopedics, neuro-sciences, oncology, renal care, metabolic diseases and mother and child care. Due to their complex nature, these procedures command relatively high prices and these specialties are among the most profitable for a hospital. During Fiscal 2009, we performed approximately 5,400 heart surgeries, 6,000 angioplasties, 15,200 angiographies, 2,800 other cardiac procedures, 4,950 orthopedic surgeries and 1,300 neuro surgeries across our network of healthcare delivery facilities. Through our super-specialty “Centers of Excellence” with well-known doctors in their fields and our particular focus on high-growth areas such as cardiac care and orthopedics, we believe we are well-positioned to serve this increasing demand for sophisticated medical procedures. Attract and retain prominent, skilled doctors. The skill level of a hospital’s doctors is key to its success. We believe that hiring surgeons and other physicians who have established reputations for clinical excellence in their communities is key to the successful implementation of our strategy to acquire, develop and operate hospitals. We believe that we have been successful in attracting and retaining prominent and skilled doctors due to the quality and comprehensive capabilities of our hospitals, the reputation of the other doctors at our hospitals, our extensive continuing education program, our community outreach initiatives and the research opportunities available at our hospitals. In addition, we employ a “staff” model at our owned hospitals under which a majority of our doctors, including all of the doctors practicing within core specialty areas, are compensated on a salary plus incentives or retainership basis, and practice exclusively at hospitals within the FHL network. We believe that the “staff model” and the reputation of our hospitals and doctors will continue to help us attract and retain skilled doctors. Improve occupancy rates and increase average income per bed in use. For Fiscal 2009, the average occupancy rate and average income per bed in use at Fortis Hospital - Mohali, Escorts Hospital - Delhi, Fortis Hospital - Noida, Fortis Escorts Hospital - Faridabad, Fortis Escorts Hospital - Amritsar, Fortis Escorts Hospital - Jaipur and Fortis Escorts Hospital - Raipur were 72% and Rs.7.27 million, 71% and Rs.7.21 million, 65% and Rs.5.22 million, 77% and Rs.2.82 million, 65% and Rs.3.13 million, 54% and Rs.3.55 million and 53% and Rs.2.17 million, respectively. We seek to improve occupancy rates by expanding the referral network for our hospitals and increasing community outreach programs to gain market share in the regions in which we operate. We also seek to increase our average income per bed in use by focusing on high-end healthcare services, reducing the average length of stay of our inpatients and improving utilization rates. Maximize efficiencies across our hospitals through greater integration and better supply chain management. We continue to strive to maximize efficiencies across our hospitals through greater integration of our hospitals. For example, the integration of the Escorts hospitals has enabled us to adopt the best practices from such hospitals across our other existing hospitals, as well as install the best practices from our other existing hospitals across the Escorts hospitals. We have also recently implemented the Fortis Operating System (“FOS”), which is a patient management system that seeks to enhance patient care services through the establishment of standardized non-clinical processes and implementation of performance management methodology. We expect to implement the

8

FOS across our entire network of healthcare delivery facilities by the end of Fiscal 2010. In addition, we have also initiated a Purchase Supply Management (“PSM”) program, which seeks to improve our procurement methodology and minimize costs associated with our supply chain by implementing standardization of consumables and other items across units, equalizing prices across facilities, consolidating suppliers and improving internal process efficiencies.

Equip administrators with leadership skills and best practices. Training our administrators in best practices is critical to achieving efficiencies, particularly in a growing company such as ours. We have initiated the Fortis Institute of Enhanced Leadership Development program which seeks to attract and build a sustainable pipeline of management talent to support emerging business needs and develop and train employees appropriately for each level of the management hierarchy to drive results efficiently. Risk Factors

An investment in the Equity Shares with Detachable Warrants involves a high degree of risk. For a discussion of the risks and uncertainties in connection with an investment in the Equity Shares with Detachable Warrants, see the section titled “Risk Factors” beginning on page viii of this Letter of Offer.

9

THE ISSUE

Rights Entitlement Two Equity Share(s) with Detachable Warrant(s) for every five fully paid-up Equity Share(s) held on the Record Date. In addition to the Rights Entitlement, for every Equity Share allotted in the Issue, one Detachable Warrant will be issued and allotted.

Record Date August 20, 2009. Issue Price per Equity Share Rs.110. Face value per Equity Share Rs.10. Equity Shares outstanding prior to the Issue 226,666,533 Equity Shares. Equity Shares outstanding after the Issue but before the exercise of the Detachable Warrants (assuming full subscription for and allotment of the Rights Entitlement)

317,313,469 Equity Shares.

Warrant Exercise Price

A26 + A2

2 where A26 is the average of the weekly closing prices of the Equity Shares on the NSE in the 26 weeks immediately preceding the Relevant Date and A2 is the average of the weekly closing prices of the Equity Shares on the NSE in the two weeks immediately preceding the Relevant Date. The Relevant Date is the date fixed by the Company for the determination of the Warrant Exercise Price of the Detachable Warrant(s).

Warrant Exercise Period The period commencing after six months from the date of allotment of the Equity Shares in the Issue up to 18 months from the date of allotment of the Equity Shares in the Issue.

Equity Shares outstanding after the exercise of the Detachable Warrants (assuming full exercise of the Detachable Warrants)

407,955,801 Equity Shares.

Terms of the Issue For more information, see the section titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer.

Use of Proceeds For more information, see the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer.

Terms of Payment

Due Date

Amount Payable

On the Issue application (i.e., along with the CAF) Rs.110, which constitutes 100% of the Issue Price. On exercise of the Detachable Warrants (i.e., along with the Warrant Exercise Application Form)

100% of the Warrant Exercise Price.

10

SUMMARY FINANCIAL INFORMATION The following tables set forth the summary financial information derived from the restated consolidated and unconsolidated summary financial statements of the Company as on and for Fiscal 2005, 2006, 2007, 2008 and 2009, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI Regulations. The summary financial information of the Company presented below should be read in conjunction with the restated financial statements and the notes (including the significant accounting principles) thereto included in the sections titled “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages F-1 and 275, respectively, of this Letter of Offer. Consolidated Summary Statement of Profits and Losses, as restated

(Rs. in million)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Income Operating Income 6,305.45 5,070.95 5,203.66 2,955.59 748.09 Other Income 283.93 408.94 54.52 15.96 33.91 Total Income 6,589.38 5,479.89 5,258.18 2,971.55 782.00 Expenditure Materials Consumed 1,895.38 1,614.78 1,772.03 1,036.60 271.95 Personnel Expenses 1,473.62 1,383.58 1,314.28 667.67 171.57 Operating Expenses 1,432.93 1,204.76 1,080.63 679.85 266.58 General and Administration Expenses 570.89 572.79 429.25 270.79 68.70 Selling Expenses 74.03 86.41 39.83 38.97 35.64 Interest Expenses (including finance charges)

436.61 554.77 660.04 363.37 47.13

Pre-Operative & Preliminary Expenditure Written Off

- - 1.04 0.53 0.05

Depreciation & Amortization of Intangibles

487.40 468.25 382.76 227.47 87.01

Amortization of Goodwill arising on Consolidation

- - 455.28 222.32 -

Total Expenditure 6,370.86 5,885.34 6,135.14 3,507.57 948.63 Profits / (Losses) before Tax 218.52 (405.45) (876.96) (536.02) (166.63) Current Income Tax 35.78 1.66 86.81 25.40 - Less : MAT Credit Entitlement 29.38 5.66 - - - 6.40 (4.00) 86.81 25.40 - Fringe Benefit Tax 13.98 13.59 12.34 8.59 - Deferred Tax Expense / (Credit) 20.72 6.07 (26.38) (43.40) 26.07 Reversal of Deferred Tax Assets created in earlier years

- 179.83 - - -

Net Profits / (Losses) before Prior Period & Extra-ordinary Items

177.42 (600.94) (949.73) (526.61) (192.70)

Add: Extra-ordinary Items 64.01 - - - - Less: Prior Period Items 0.80 (1.14) 19.56 1.53 7.13 Net Profits / (Losses) as per financials after eliminating inter company transactions

240.63 (599.80) (969.29) (528.14) (199.83)

Add: Adjustments (19.62) 206.77 (88.73) (122.34) 31.67 Add: Share in profits / (losses) of associate companies

(5.03) (5.44) (0.98) 0.29 -

Net Profits / (Losses) as restated 215.98 (398.47) (1,059.00) (650.19) (168.16) Less: Losses / (Profits) transferred to Minority Interest

(19.69) 29.55 (2.52) 76.55 83.56

Net Profits/ (Losses) as allocable to shareholders of Fortis Healthcare Limited

196.29 (368.92) (1,061.52) (573.64) (84.60)

Balance in Profit and Loss account brought forward from previous year

(2,675.82) (2,306.90) (1,209.67) (636.03) (532.22)

Add: Adjustment on account of adoption of Revised AS-15 on Employee Benefits

- - (35.71) - -

11

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Add: Loss Brought forward from Amalgamating Company

- - - - (19.21)

Balance Carried Forward as restated (2,479.53) (2,675.82) (2,306.90) (1,209.67) (636.03) The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure VI under section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

12

Consolidated Summary Statement of Assets and Liabilities, as restated (Rs. in million)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Fixed Assets Gross Block 11,557.63 11,256.94 6,592.66 5,807.13 1,458.13 Less: Accumulated Depreciation / Amortization

3,349.49 2,923.72 2,547.86 2,192.67 254.48

Net Block 8,208.14 8,333.22 4,044.80 3,614.46 1,203.65 Capital Work in Progress including Capital Advances

1,836.33 1,198.27 1,032.05 918.68 18.19

Less : Revaluation Reserve* (3,754.85) (3,700.38) - - - Net after adjustment for revaluation

reserve

6,289.62 5,831.11 5,076.85 4,533.14 1,221.84

Investments 541.26 330.63 4.42 5.40 -

Deferred Tax Assets - 8.47 14.54 27.53 -

Goodwill 3,960.62 3,927.00 3,817.15 4,266.05 -

Current Assets, Loans and Advances Inventories 132.61 123.45 108.38 102.48 21.28 Sundry Debtors 1,335.08 900.28 832.27 629.28 60.12 Cash and Bank Balances 579.49 160.64 306.81 167.44 16.25 Other Current Assets 109.64 127.19 102.63 83.87 18.23 Loans and Advances 1,478.50 1,839.76 909.93 596.90 35.98

Total 14,426.82 13,248.53 11,172.98 10,412.09 1,373.70

Liabilities and Provisions Secured Loans 3,558.69 2,754.06 3,557.16 4,819.50 731.09 Unsecured Loans 1,231.33 1,000.52 2,364.78 1,165.12 - Deferred Payment Liabilities - 64.97 49.93 103.64 - Current Liabilities 1,934.87 1,118.61 970.27 701.17 194.72 Provisions 527.62 533.10 536.72 326.51 9.21 Deferred Tax Liability 12.25 - - - - Minority Interest 215.75 251.23 180.42 181.44 214.05 Total 7,480.51 5,722.49 7,659.28 7,297.38 1,149.07

Net Worth 6,946.31 7,526.04 3,513.70 3,114.71 224.63

Represented by

Equity Share Capital 2,266.67 2,266.67 1,806.70 1,700.00 846.54 Class 'A' 1% Non Cumulative Redeemable Preference Share Capital

- - 10.00 10.00 -

Class 'B' 5% Non Cumulative Redeemable Preference Share Capital

- - 260.00 - -

Class 'C' Zero percent Redeemable Preference Share Capital

120.40 116.00 - - -

Share Application Money (Pending Allotment)

- 1,500.00 - 2,600.05 0.20

Reserves and Surplus 7,043.78 6,326.48 3,744.76 15.60 15.60 (Net of Revaluation Reserves)* Less: Debit Balance of Profit and Loss account 2,479.53 2,675.82 2,306.90 1,209.67 636.03 Miscellaneous Expenditure (to the extent not written off or adjusted)

5.01 7.29 0.86 1.27 1.68

Net Worth 6,946.31 7,526.04 3,513.70 3,114.71 224.63

*Networth does not include revaluation reserve arising out of revaluation of fixed assets in earlier years. Accordingly, for the purpose of complying with requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, revaluation reserve has been adjusted to the net block of fixed assets.

The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure VI under section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

13

Consolidated Summary Statement of Cash Flows, as restated

(Rs. in million) Particulars Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

A. Cash flows from Operating Activities

Net profits/ (losses) before tax and prior period adjustment

174.18 (354.40) (913.67) (431.16) (77.47)

Add: Prior period adjustment on account of employee benefits

- - (20.38) - -

Net profits/ (losses) before tax 174.18 (354.40) (934.05) (431.16) (77.47) Adjustments for: Depreciation and amortisation 487.40 468.25 838.04 449.79 86.77 Loss / (profit) on sale of fixed assets (net) 11.71 (15.94) 0.93 1.06 1.88 Profit on sale of investments (46.56) (4.53) - - - Provision for doubtful debts 6.67 19.81 43.21 48.13 3.39 Arrangement fees written off 2.28 1.08 0.41 0.41 0.36 Foreign exchange loss/ (gain) (net) 21.30 (15.41) (6.08) 10.02 (11.99)

Unclaimed balances and excess provisions written back

- (15.41) - - -

Wealth tax 0.19 0.16 0.11 0.05 0.09 Interest income (181.15) (290.30) (27.41) (7.08) (4.41) Interest expense 419.30 519.31 636.37 342.70 46.22 Profits / (losses) transferred to Minority Interest 19.69 (29.55) 2.52 (76.55) (83.56) Share in (profits)/ losses of associate companies 5.03 5.44 0.98 (0.30) -

Operating profits/(losses) before working capital changes

920.04 288.51 555.03 337.07 (38.72)

Movements in working capital : Increase in sundry debtors (439.28) (85.14) (247.54) (104.07) (53.85) Increase in inventories (9.71) (15.07) (5.91) (27.08) (8.81) Decrease / (Increase) in loans and advances 10.22 9.22 (230.42) (65.80) 16.46 Decrease / (Increase) in other current assets (13.36) 22.22 (19.17) (21.22) (11.89)

Increase / (Decrease) in current liabilities and provisions

42.31 72.95 259.88 (111.96) (13.18)

Cash generated from/ (used in) operations 510.22 292.69 311.87 6.94 (109.99)

Direct taxes (paid)/ refunded (including fringe benefit tax)

(92.37) (72.60) (129.99) (65.83) (2.92)

Extra-ordinary item 64.01 - - - -

Net cash generated from / (used in) operating activities (A)

481.86 220.09 181.88 (58.89) (112.91)

B. Cash flows from Investing Activities Purchase of fixed assets (1,414.29) (1,420.72) (674.46) (675.47) (332.32) Proceeds from sale of fixed assets 16.06 293.72 6.26 4.83 4.91 Fixed deposits made with banks* (6.00) (7,266.83) (148.88) (120.50) - Fixed deposits matured with banks 13.62 7,405.68 120.00 - -

Deposits with bodies corporate and other companies (net)

453.71 (877.02) 132.08 (105.80) -

Purchase of investments in subsidiaries and associates

(249.66) (412.81) (10.00) (6,516.58) -

Purchase of investments (485.00) (755.79) - - - Proceeds from sale of investments in subsidiaries 6.00 - - - - Proceeds from sale of investments 485.54 760.32 - 0.05 - Interest received 212.91 241.30 29.49 1.07 4.41 Net cash used in investing activities (B) (967.11) (2,032.15) (545.51) (7,412.40) (323.00) C. Cash flows from Financing Activities Proceeds from issuance of equity share capital - 459.96 1,495.86 863.46 247.50 Proceeds from issuance of preference share capital 14.50 116.00 - - - Premium on issuance of equity share capital - 4,507.65 - - - Premium on issuance of preference share capital 130.50 1,044.00 - - - Share issue expenses - (327.89) - - -

Proceeds from receipt of share application money (net of refunds)

- 1,500.00 (0.05) 2,599.85 -

Redemption of non cumulative redeemable preference shares

(11.60) (270.00) - - -

Premium on redemption of non cumulative redeemable preference shares

(133.51) (2,340.00) - - -

Proceeds from issuance of non convertible debentures

1,000.00 6,000.00 - - -

14

Particulars Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

Redemption of non convertible debentures (1,000.00) (6,000.00) - - -

Premium on redemption of non convertible debentures

(30.14) (158.30) - - -

Proceeds from long-term borrowings 631.68 1,720.71 426.55 157.77 540.95 Repayment of long-term borrowings (988.76) (2,325.89) (1,993.63) (332.53) (252.68)

Proceeds / (repayments) of short-term borrowings (net)

1,766.28 (1,544.34) 1,165.91 4,293.63 (49.41)

Decrease in deferred payment liabilities (24.97) (24.97) - - - Loan arrangement fees paid - (7.50) - - (2.04) Interest paid (432.20) (544.62) (635.70) (320.14) (46.22) Net cash generated from financing activities (C) 921.78 1,804.81 458.94 7,262.04 438.10

Net changes in cash and cash equivalents (A + B + C)

436.53 (7.25) 95.31 (209.25) 2.19

Cash and cash equivalents at the beginning of the year

146.31 153.56 43.13 16.24 14.05

Add: Cash and cash equivalents in respect of subsidiaries acquired/ (disposed off) during the year

(10.07) - 15.12 236.14 -

Cash and cash equivalents at the end of the year 572.77 146.31 153.56 43.13 16.24 Components of cash and cash equivalents: Cash in hand 19.15 6.11 14.71 7.34 1.04 Cheques in hand 3.02 32.95 - - 0.50

Balances with scheduled banks on current accounts

93.35 82.50 138.85 35.79 14.70

Balances with scheduled banks on cash credit accounts

- 0.58 - - -

Balances with scheduled banks on deposit accounts**

457.25 24.17 - - -

Total 572.77 146.31 153.56 43.13 16.24 * includes deposit of Rs. 2.74 millions under lien against bank guarantees and Rs. 1.03 millions under lien against letters of credit. ** Includes deposits made out of IPO proceeds The above statement should be read with the Notes to the Restated Consolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure VI under section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. Notes : a) Proceeds from issuance of equity share capital during the year ended March 31, 2006 excludes Rs. 5.20 million relating

to share capital issued for consideration other than cash. b) The amalgamation of Fortis Medical Centre Holdings Limited with the Company is non cash transaction and hence, has no impact

on the Company's Cash Flows for any of the year.

15

Unconsolidated Summary Statement of Profits and Losses, as restated (Rs. in million)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Income Operating Income 1,744.55 1,579.34 1,284.63 989.24 609.99 Other Income 189.97 321.45 43.52 10.57 20.38 Total Income 1,934.52 1,900.79 1,328.15 999.81 630.37 Expenditure Materials Consumed 526.41 496.91 483.79 369.52 218.55 Personnel Expenses 425.53 348.48 254.70 177.88 137.15 Operating Expenses 423.74 355.02 316.65 260.48 196.67 General and Administration Expenses 262.31 237.66 117.69 82.65 43.95 Selling Expenses 26.43 28.02 16.70 20.92 25.31 Interest Expenses (including finance charges)

219.46 296.21 496.48 290.81 26.27

Depreciation and Amortization of Intangibles

115.40 106.42 105.70 73.35 62.81

Total Expenditure 1,999.28 1,868.72 1,791.71 1,275.61 710.71 Profits / (Losses) before Tax (64.76) 32.07 (463.56) (275.80) (80.34) Fringe Benefit Tax 5.09 5.26 3.25 2.20 - Net Profits / (Losses) before Prior Period Items

(69.85) 26.81 (466.81) (278.00) (80.34)

Prior Period Items 1.65 0.62 20.08 1.53 2.98 Net Profits / (Losses) (71.50) 26.19 (486.89) (279.53) (83.32) Adjustments 29.25 (0.02) (12.37) (11.72) (1.68) Net Profits / (Losses) as restated (42.25) 26.17 (499.26) (291.25) (85.00) Profit and Loss account brought forward from previous year

(1,387.94) (1,414.11) (912.53) (621.28) (517.07)

Adjustment as on April 1, 2006 on account of adoption of Revised AS-15 on Employee Benefits

- - (2.32) - -

Loss Brought forward from Amalgamating Company upto March 31, 2004

- - - - (19.21)

Balance Carried Forward as restated (1,430.19) (1,387.94) (1,414.11) (912.53) (621.28) The above statement should be read with the Notes to the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure II under section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

16

Unconsolidated Summary Statement of Assets and Liabilities, as restated (Rs. in million)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Fixed Assets Gross Block 1,329.46 1,316.49 1,426.93 1,083.63 822.92 Less: Accumulated Depreciation / Amortisation

578.57 507.98 406.37 303.30 230.29

Net block 750.89 808.51 1,020.56 780.33 592.63 Capital Work in Progress including Capital Advances

3.98 2.60 61.22 201.91 9.51

Total 754.87 811.11 1,081.78 982.24 602.14 Investments 7,519.80 7,106.89 6,756.68 6,746.68 0.02 Current Assets, Loans and Advances Inventories 25.95 24.81 23.84 20.75 15.55 Sundry Debtors 447.26 329.38 286.62 179.93 44.03 Cash and Bank Balances 468.66 48.85 12.25 128.64 14.87 Other Current Assets 27.87 67.73 21.22 25.55 14.29 Loans and Advances 2,838.04 2,681.57 708.83 213.82 62.12 Total 12,082.45 11,070.34 8,891.22 8,297.61 753.02 Liabilities and Provisions Secured Loans 2,139.35 1,569.84 2,465.89 3,863.09 350.64 Unsecured Loans 710.19 256.24 1,618.07 690.44 - Deferred Payment Liabilities - - 49.93 103.64 - Current Liabilities 1,175.23 362.17 303.80 214.46 154.55 Provisions 62.03 68.18 47.04 14.13 8.45 Total 4,086.80 2,256.43 4,484.73 4,885.76 513.64 Net Worth 7,995.65 8,813.91 4,406.49 3,411.85 239.38 Equity Share Capital 2,266.67 2,266.67 1,806.70 1,700.00 846.54 Class 'A' 1% Non Cumulative Redeemable Preference Share Capital

- - 10.00 10.00 -

Class 'B' 5% Non Cumulative Redeemable Preference Share Capital

- - 260.00 - -

Class 'C' Zero percent Redeemable Preference Share Capital

120.40 116.00 - - -

Share Application Money (Pending Allotment)

- 1,500.00 - 2,600.05 0.20

Reserves and Surplus 7,043.78 6,326.47 3,744.76 15.60 15.60 Less: Debit balance of Profit and Loss account 1,430.19 1,387.94 1,414.11 912.53 621.28 Less: Miscellaneous Expenditure (to the extent not written off or adjusted)

5.01 7.29 0.86 1.27 1.68

Net Worth 7,995.65 8,813.91 4,406.49 3,411.85 239.38

The above statement should be read with the Notes to the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure II under section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

17

Unconsolidated Summary Statement of Cash Flows, as restated

(Rs. in million)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

A. Cash flows from Operating Activities

Net Profit/ (Loss) before tax and prior period adjustment

(35.51) 32.05 (475.93) (287.52) (82.02)

Add: Prior period adjustment on account of employee benefits

- - (17.09) - -

Net Profit/ (Loss) before tax (35.51) 32.05 (493.02) (287.52) (82.02) Adjustments for: Depreciation and amortisation 115.40 106.42 105.70 73.35 62.58

Loss / (profit) on sale of fixed assets (net)

10.13 0.97 0.90 0.32 1.88

Profit on sale of investments (0.54) (4.39) - - - Provision for doubtful debts 1.77 5.18 15.08 9.39 2.97 Arrangement fees written off 2.28 1.08 0.41 0.41 0.36 Foreign exchange loss/ (gain) (net) 21.30 (15.41) (6.06) 10.02 (11.99) Wealth tax 0.19 0.14 0.11 0.05 0.09 Interest income (181.64) (294.04) (29.04) (6.74) (4.71) Interest expense 209.47 269.27 483.47 272.75 25.62

Operating profit/(losses) before working capital changes

142.85 101.27 77.55 72.03 (5.22)

Movements in working capital : Increase in sundry debtors (119.66) (47.70) (122.04) (145.15) (37.38) Increase in inventories (1.14) (0.98) (3.09) (5.19) (3.09)

Decrease / (Increase) in loans and advances

36.13 63.13 (145.68) (78.78) (58.84)

Decrease / (Increase) in other current assets

(4.41) (2.19) 0.82 (6.27) (7.95)

Increase / (Decrease) in current liabilities and provisions

50.62 (38.23) 104.74 50.43 20.53

Cash generated from/ (used in) operations 104.39 75.30 (87.70) (112.93) (91.95)

Direct taxes (paid)/ refunded (including Fringe Benefit Tax)

(8.19) (10.01) (10.54) 0.97 0.22

Net cash generated from / (used in) operating activities (A)

96.20 65.29 (98.24) (111.96) (91.73)

B. Cash flows from Investing Activities Purchase of fixed assets (88.87) (36.72) (215.93) (454.00) (18.68) Proceeds from sale of fixed assets 20.79 191.53 2.20 0.23 4.91 Fixed deposits made with banks - (7,119.55) - (120.00) - Fixed deposits matured with banks - 7,119.55 120.00 - - Loans to subsidiaries (net) (670.25) (1,239.41) (393.62) 29.72 -

Deposits with bodies corporate and other companies (net)

483.83 (812.29) 54.92 (105.80) -

Purchase of investments (485.00) (716.90) - - -

Purchase of investments in subsidiaries and associates

(418.91) (350.21) (10.00) (6,746.67) -

Proceeds from sale of investments 431.54 750.18 - - -

Proceeds from sale of investments in subsidiaries

60.00 - - - -

Interest received 225.91 249.72 32.54 1.19 4.71 Net cash used in investing activities (B) (440.96) (1,964.10) (409.89) (7,395.33) (9.06) C. Cash flows from Financing Activities

Proceeds from issuance of equity share capital

- 459.96 1,495.86 863.46 92.50

Proceeds from issuance of preference share capital

14.50 116.00 - - -

Premium on issuance of equity share capital

- 4,507.65 - - -

Premium on issuance of preference share capital

130.50 1,044.00 - - -

Share issue expenses - (327.89) - - -

Proceeds from receipt of share application money (net of refunds)

- 1,500.00 (0.05) 2,599.85 -

Redemption of non cumulative redeemable preference shares

(11.60) (270.00) - - -

Premium on redemption of non (133.51) (2,340.00) - - -

18

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

cumulative redeemable preference shares

Proceeds from issuance of non convertible debentures

1,000.00 6,000.00 - - -

Redemption of non convcertible debentures

(1,000.00) (6,000.00) - - -

Premium on redemption of non convertible debentures

(30.14) (158.30) - - -

Proceeds from long-term borrowings 0.73 997.79 159.57 105.73 341.50 Repayment of long-term borrowings (435.39) (2,183.55) (1,566.02) (44.84) (252.68)

Proceeds / (repayments) of short-term borrowings (net)

1,436.82 (1,056.72) 893.02 4,231.84 (49.41)

Decrease in deferred payment liabilities - (49.93) - - - Loan arrangement fees paid - (7.50) - - (2.04) Interest paid (207.34) (296.10) (470.64) (254.98) (25.62)

Net cash generated from financing activities (C)

764.57 1,935.41 511.74 7,501.06 104.25

Net changes in cash and cash equivalents (A + B + C)

419.81 36.60 3.61 (6.23) 3.46

Cash and cash equivalents at the beginning of the year

48.85 12.25 8.64 14.87 11.23

Add: Cash acquired on amalgamation - - - - 0.18

Cash and cash equivalents at the end of the year

468.66 48.85 12.25 8.64 14.87

Components of cash and cash equivalents:

Cash in hand 1.50 0.33 0.43 1.00 0.49 Cheques in hand 0.03 32.94 - - 0.50

Balances with Scheduled banks on current accounts

10.61 15.58 11.82 7.64 13.88

Balances with Scheduled Banks on Deposit Account*

456.52 - - - -

Total 468.66 48.85 12.25 8.64 14.87 The above statement should be read with the Notes to the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure II under section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. * Includes deposits made out of IPO proceeds Notes : a) Proceeds from issuance of equity share capital during the year ended March 31, 2006 excludes Rs. 5.20 million relating

to share capital issued for consideration other than cash. b) The amalgamation of Fortis Medical Centre Holdings Limited with the Company is non cash transaction and hence, has no impact

on the Company's Cash Flows for any of the year. c) Negative figure have been shown in brackets.

19

GENERAL INFORMATION Dear Equity Shareholders, Pursuant to a resolution passed by the Board of Directors at its meeting held on December 24, 2008, it has been decided to make the following offer to the Equity Shareholders of the Company that are shareholders on the Record Date, with a right to renounce: ISSUE OF 90,646,936 EQUITY SHARES WITH A FACE VALUE OF RS.10 EACH AT A PREMIUM OF RS.100 PER EQUITY SHARE FOR AN AMOUNT AGGREGATING RS.9,971.16 MILLION ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF TWO EQUITY SHARE(S) FOR EVERY FIVE FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON AUGUST 20, 2009. FOR EVERY EQUITY SHARE ALLOTED ON A RIGHTS BASIS, ONE DETACHABLE WARRANT WILL BE ISSUED AND ALLOTTED. THE ISSUE PRICE IS 11 TIMES THE FACE VALUE OF THE EQUITY SHARES. Registered Office of the Company Fortis Healthcare Limited Escorts Heart Institute And Research Centre Okhla Road New Delhi 110 025 India Tel: +91 11 2682 5000 Fax: +91 11 4162 8435 E-mail: fortis.rights@fortishealthcare.com Website: www.fortishealthcare.com Registration Number: 55 - 76704 Corporate Identification Number: L85110DL1996PLC076704 Address of the ROC The Registrar of Companies NCT of Delhi and Haryana 4th Floor, IFCI Tower 61, Nehru Place New Delhi 110 019 India The Equity Shares of the Company are listed on the BSE and the NSE. Board of Directors

The following persons constitute the Board of Directors:

Name, Father’s Name, Designation, Occupation

and DIN

Age

(years)

Residential Address

Mr. Malvinder Mohan Singh S/o Late Dr. Parvinder Singh Designation: Non-Executive Chairman

Occupation: Business Executive DIN: 00042981

36 Vistas 26, Maulsari Avenue, Western Green Farms, Rajokri, New Delhi 110 038, India.

Mr. Shivinder Mohan Singh S/o Late Dr. Parvinder Singh Designation: Managing Director Occupation: Business Executive DIN: 00042910

34 1, Rajesh Pilot Lane, New Delhi 110 011, India.

20

Name, Father’s Name, Designation, Occupation

and DIN

Age

(years)

Residential Address

Mr. Harpal Singh S/o Late Mr. Sardar Hardayal Singh Designation: Non-Executive Director Occupation: Business Executive DIN: 00078224

59 B-10, Anand Niketan, New Delhi 110 021, India.

Mr. V.M. Bhutani S/o Late Mr. C.L. Bhutani Designation: Non-Executive, Independent Director Occupation: Professional DIN: 00043153

63 GC-6, Shivaji Enclave, New Delhi 110 027, India.

Mr. Ramesh L. Adige S/o Late Mr. L.R. Adige Designation: Non-Executive, Independent Director Occupation: Service DIN: 00101276

59 C-12, First Floor, Hauz Khas, New Delhi 110 016, India.

Mr. Gurcharan Das S/o Mr. Barkat Ram Designation: Non-Executive, Independent Director Occupation: Author and consultant DIN: 00032103

65 124, Jorbagh, New Delhi 110 003, India.

Justice S.S. Sodhi S/o Late Mr. Karam Singh Sodhi Designation: Non-Executive, Independent Director Occupation: Former Chief Justice, Allahabad High Court DIN: 00254792

76 House No.51, Sector-9, Chandigarh 160 009, India.

Mr. Rajan Kashyap S/o Mr. Madan Gopal Singh Designation: Non-Executive, Independent Director Occupation: Retired from Government service DIN: 00561076

66 House No.131, Sector 10A, Chandigarh 160 011, India.

Lt. General Tejinder Singh Shergill (PVSM) S/o Late Major General Rajinder Singh (‘Sparrow MVC’ and ‘Bar’) Designation: Non-Executive, Independent Director Occupation: Service DIN: 00940392

65 God’s Palm, Village Chauki Dhaulas, Via Ganghora, Dehradun 248 141, India.

Dr. P.S. Joshi S/o Late Justice Mohinder Singh Joshi Designation: Non-Executive, Independent Director Occupation: Medical Professional DIN: 00109974

61 C/o Maharaj Sawan Singh Charitable Hospital, Beas, Amritsar 143 201, India.

Mr. Sunil Godhwani S/o Mr. Naraindas Phatumal Godhwani Designation: Non-Executive Director Occupation: Business Executive DIN: 00174831

48

A-2, Inayat Farm, Asola, Fatehpur Beri, PO Mehrauli, New Delhi 110 030, India.

Mr. Balinder Singh Dhillon S/o Mr. Gurmukh Singh Dhillon Designation: Non-Executive, Independent Director DIN: 02500621

42

House No. 139, Sector 8A, Chandigarh 160 018, India.

For further details of the Directors, see the section titled “Our Management” beginning on page 191 of this Letter of Offer.

21

Company Secretary and Compliance Officer

Ms. Ruchi Mahajan Fortis Healthcare Limited Escorts Heart Institute And Research Centre Okhla Road New Delhi 110 025 India Tel: +91 11 4713 4729 Fax: +91 11 4162 8435 E-mail: fortis.rights@fortishealthcare.com Lead Manager Enam Securities Private Limited 801/802, Dalamal Towers Nariman Point Mumbai 400 021 India Tel: +91 22 6638 1800 Fax: +91 22 2284 6824 E-mail: fortis.rights@enam.com Investor Grievance E-mail: complaints@enam.com Contact Person: Ms. Kanika Sarawgi Website: www.enam.com SEBI Registration Number: INM000006856 Self Certified Syndicate Banks The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process and details of the Designated Branches of SCSBs which shall collect the CAFs of ASBA Applicants are available at http://www.sebi.gov.in. Legal Counsel to the Company S&R Associates 64, Okhla Industrial Estate Phase III New Delhi 110 020 India Tel: +91 11 4069 8000 Fax: +91 11 4069 8001 Auditors of the Company S.R. Batliboi & Co., Chartered Accountants Golf View Corporate Tower B Sector 42, Sector Road Gurgaon 122 002, Haryana India Tel: +91 124 464 4000 Fax: +91 124 464 4050 E-mail: pankaj.chadha@in.ey.com

22

Monitoring Agency

Rural Electrification Corporation Limited Core-4, Scope Complex 7, Lodi Road New Delhi 110 003 India Tel: +91 11 4175 7036 Fax: +91 11 2436 2032 E-mail: dsahluwalia@recl.nic.in Contact Person: Mr. D.S. Ahluwalia Website: www.recindia.nic.in

Since the Issue size exceeds Rs.5,000 million, the Monitory Agency has been appointed pursuant to Regulation 16 of the SEBI Regulations.

Registrar to the Issue

Link Intime India Private Limited (formerly, Intime Spectrum Registry Limited) C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Mumbai 400 078 India Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 E-mail: fortis.rights@linkintime.co.in Contact Person: Ms. Deepali More Website: www.linkintime.co.in SEBI Registration Number: INR000004058

Note: Investors are advised to contact the Registrar to the Issue or the Company Secretary and Compliance Officer in case of any pre-Issue or post-Issue related problems such as non-receipt of the Letter of Offer, refund orders, letters of allotment/allotment advice or Consolidated Certificates.

Bankers to the Issue

Standard Chartered Bank 270, D.N. Road Fort, Mumbai 400 001 India Tel: +91 22 2268 3955/2201 8883 Fax: +91 22 2209 2216 E-mail: joseph.george@standardchartered.com Contact Person: Mr. Joseph George Website: www.standardchartered.co.in SEBI Registration Number: INBI00000885

YES Bank Limited 9th Floor, Nehru Center Discovery of India Building, Dr. A.B. Road Mumbai 400 018, India Tel: +91 22 6622 9232 Fax: +91 22 2497 4875 E-mail: dlbtiservices@yesbank.in Contact Person: Mr. Mahesh Shirali Website: www.yesbank.in SEBI Registration Number: INBI00000935

The Hongkong and Shanghai Banking Corporation Limited 1st Floor, JMD Regent Square, DLF Phase II Gurgaon Mehrauli Road Gurgaon 122 002, India Tel: +91 98100 89774 Fax: +91 22 4035 7657 E-mail: manupratapverma@hsbc.co.in Contact Person: Mr. Manu Pratap Website: www.hsbc.co.in SEBI Registration Number: INBI00000027

Axis Bank Limited Statesman House, 2nd Floor 148, Barakhamba Road New Delhi 110 001, India Tel: +91 11 2231 1013 (Extn. 119/118) Fax: +91 11 2331 1054 E-mail: amit.mishra@axisbank.com/masum.farid@axisbank.com Contact Person: Mr. Amit Mishra/Mr. Masum Farid Website: www.axisbank.com SEBI Registration Number: INBI00000017

23

Bankers to the Company

ABN Amro Bank N.V. “Hansalaya Building” 15, Barakhamba Road New Delhi 110 001, India Tel: +91 11 4212 1611 Fax: +91 11 4212 1213 E-mail: lovnesh.puri@in.abnamro.com; chaitali.nandi@abnamro.com Contact Person: Mr. Lovnesh Puri/Mrs. Chaitali Nandi Website: www.abnamro.co.in

Axis Bank Limited Statesman House, 2nd Floor 148, Barakhamba Road New Delhi 110 001, India Tel: +91 11 4368 2406 Fax: +91 11 4368 2447 E-mail: amit.mathur@axisbank.com Contact Person: Mr. Amit Mathur Website: www.axisbank.com

IDBI Bank Limited 12th Floor, IFCI Tower 61, Nehru Place New Delhi 110 019, India Tel: +91 11 4130 6641-45 Fax: +91 11 4130 6650 E-mail: manu.jaitly@idbi.co.in; k.butola@idbi.co.in Contact Person: Mr. Manu Jaitly/Ms. Kiran Butola Website: www.idbibank.com

IndusInd Bank Limited Dr. Gopal Das Bhawan 28, Barakhamba Road New Delhi 110 001, India Tel: +91 98730 99875 Fax: +91 124 474 9597 E-mail: unnyn@indusind.com Contact Person: Mr. Unny Narayanan Website: www.indusind.com

Standard Chartered Bank 3rd Floor, DLF Building No. 7A Sector 24, 25 & 25A, DLF Cyber City Gurgaon 122 022, India Tel: +91 124 487 6445 Fax: +91 124 487 6207 E-mail: sharad.asthana@standardchartered.com Contact Person: Mr. Sharad Asthana Website: www.standardchartered.com

The Hongkong and Shanghai Banking Corporation Limited 1st Floor, JMD Regent Square, DLF Phase II Gurgaon Mehrauli Road Gurgaon 122 002, India Tel: +91 124 418 2104 Fax: +91 124 405 8974 E-mail: mohitagarwal@hsbc.co.in Contact Person: Mr. Mohit Agarwal Website: www.hsbc.co.in

YES Bank Limited 48, Nyaya Marg Chanakya Puri New Delhi 110 021, India Tel: +91 11 6656 9071 Fax: +91 11 4168 0144 E-mail: ashish.mehta@yesbank.in Contact Person: Mr. Ashish Mehta Website: www.yesbank.in

Credit Rating As the Issue is of Equity Shares with Detachable Warrants, a credit rating is not required. Allocation of Responsibilities Since Enam Securities Private Limited is the sole Lead Manager for the Issue, it shall be responsible for and shall coordinate the following activities in relation to the Issue:

24

S.No.

Activities

1. Capital structuring with relative components and formalities such as composition of debt and equity, type of instruments, etc.

2. Drafting and design of the Letter of Offer and of advertisement/publicity material including newspaper advertisements and brochure/memorandum containing salient features of the Letter of Offer. To ensure compliance with the SEBI Regulations and other stipulated requirements and completion of prescribed formalities with the Stock Exchanges, Registrar of Companies and SEBI.

3. Retail/non institutional marketing strategy, which will cover, inter alia, formulating marketing strategies; preparation of publicity budget; arrangements for selection of (i) ad-media, (ii) centers of holding conferences of brokers, investors, etc., (iii) bankers to the Issue, (iv) collection centers and (v) brokers to the Issue; distribution of publicity and Issue material including the composite application form and the abridged letter of offer and draft letter of offer to the extent applicable; and deciding on the quantum of Issue material.

4. Institutional marketing strategy to the extent applicable.

5. Selection of various agencies connected with the Issue, namely the Registrar to the Issue, printers, bankers and advertisement agencies.

6. Follow-up with bankers to the Issue to get estimates of collection and advising the Company about closure of the Issue, based on the correct figures.

7. The post-Issue activities will involve essential follow-up steps, which must include finalization of the basis of allotment/weeding out of multiple applications, listing of instruments and dispatch of certificates and refunds, with the various agencies connected with the work such as the Registrar to the Issue, bankers to the Issue, and the bank handling refund business. In respect of certain post-Issue activities to be handled by other intermediaries, the Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and enable such agencies to discharge their responsibilities through suitable agreements with the Company.

Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90%, excluding the amount upon exercise of the Detachable Warrants, after the Issue Closing Date on account of cheques being returned unpaid or withdrawal of applications, the Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more than eight days after the Company becomes liable to pay the subscription amount (i.e.,15 days after the Issue Closing Date), the Company will pay interest for the delayed period, as prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act. Subscription to the Issue by the Promoters and the Promoter Group The Promoters and the members of the Promoter Group collectively hold 155,164,241 Equity Shares representing approximately 68.45% of the issued and outstanding Equity Share capital as on September 11, 2009. The Promoters and the members of the Promoter Group holding Equity Shares in the Company have undertaken to fully subscribe for their Rights Entitlement. They reserve the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including by subscribing for Equity Shares with Detachable Warrants pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. They have also undertaken to apply for the Equity Shares with Detachable Warrants in addition to their Rights Entitlement to the extent of any undersubscribed portion of the Issue, subject to obtaining any approvals required under applicable law, to ensure that at least 90% of the Issue is subscribed. Such subscription for Equity Shares with Detachable Warrants over and above their Rights Entitlement, if allotted, may result in an increase in their percentage shareholding above their current percentage shareholding. Such acquisition by them of additional Equity Shares with Detachable Warrants shall (i) not result in a change of control of the management of the Company; and (ii) be exempt from the applicability of Regulations 11 and 12 of the Takeover Code in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. In connection with Detachable Warrants issued and allotted by the Company in the Issue, the Promoters and members of the Promoter Group shall only apply for the issue of such Equity Shares as may arise from the exercise of the Detachable Warrants issued and allotted to them in the Issue and such exercise shall (i) not result in a change of control of the management of the Company; and (ii) be exempt from the applicability of Regulations 11 and 12 of the Takeover Code in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. The subscription by the Promoters and/or members of the Promoter Group for the Equity Shares with Detachable Warrants in the Issue and the allotment of the Equity Shares pursuant to the exercise of the Detachable Warrants will be in continuous

25

compliance with the minimum public shareholding requirement specified under Clause 40A of the Listing Agreements and the Company will take such steps as may be necessary to ensure compliance with Clause 40A of the Listing Agreements. In order to meet the Company’s interim financing requirements, on August 18, 2009, the Company received Rs.4,200 million as advance share application money (“Advance Share Application Money”) from FHHL towards FHHL’s Rights Entitlement. For details of the utilization of the Advance Share Application Money, see the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer. Underwriting The Company has not currently entered into any standby underwriting arrangement.

26

CAPITAL STRUCTURE

The Company’s share capital as on the date of filing of this Letter of Offer with the Stock Exchanges, prior to and after the proposed Issue, is set forth below:

Aggregate Nominal

Value (Rs. in million)

Aggregate value at Issue

Price (Rs. in million)

Authorized Share Capital

600,000,000 Equity Shares of Rs.10 each 200 Preference Shares (Class A) of Rs.100,000 each 11,498,846 Preference Shares (Class B) of Rs.10 each 64,501,154 Preference Shares (Class C) of Rs.10 each

6,000.00 20.00

114.99 645.01

Issued Share Capital 226,666,533 Equity Shares of Rs.10 each 5,056,000 Preference Shares (Class C) of Rs.10 each++

2,266.66 47.46+

Subscribed and Paid-up Share Capital* 226,666,533 Equity Shares of Rs.10 each 4,906,000 Preference Shares (Class C) of Rs.10 each

2,266.66 45.86+

Present Issue in terms of this Letter of Offer 90,646,936 Equity Shares with Detachable Warrants, at an Issue Price of Rs.110 per Equity Share with Detachable Warrants For every Equity Share allotted in the Issue, one Detachable Warrant will be issued and allotted

906.47 9,971.16

Paid-up Equity Share Capital after the Issue (after the allotment of the Equity Shares but before the exercise of the Detachable

Warrants, assuming full subscription for and allotment of the Rights Entitlement) 317,313,469 Equity Shares of Rs.10 each 3,173.13 Paid-up Equity Share Capital after the exercise of the Detachable Warrants (assuming full exercise of

the Detachable Warrants)

407,960,405 Equity Shares of Rs.10 each 4,079.60 -*** Securities Premium Account Securities Premium Account before the Issue Rs.7,497.51 million Securities Premium Account after the allotment of the Equity Shares but before the exercise of the Detachable Warrants (assuming full subscription for and allotment of the Rights Entitlement)

Rs.16,562.21 million

Securities Premium Account after the exercise of the Detachable Warrants (assuming full exercise of the Detachable Warrants)**

-***

______________

+ On October 18, 2008, Rs.11,600,000 of the aggregate redemption amount in respect of 11,600,000 Preference Shares (Class C) was paid

towards the face value of such Preference Shares (Class C) (at the rate of Re.1 per Preference Share (Class C)). On August 18, 2009, of

the 11,600,000 Preference Shares (Class C), the Company redeemed 8,404,000 Preference Shares (Class C) in full to the extent of Rs.9

each. The Company also redeemed 150,000 Preference Shares (Class C) in full on August 18, 2009 from the proceeds of the issue of

260,000 Preference Shares (Class C). For details of the issue and redemption of Preference Shares (Class C), see “—Preference Share

Capital” below under this section titled “Capital Structure” beginning on page 26 of this Letter of Offer. The issued share capital and

the subscribed and paid-up share capital takes into account the abovementioned redemption.

* Of the 1,255,700 stock options granted under the Fortis Employee Stock Option Plan 2007 (“ESOP 2007”), on February 13, 2009,

72,000 stock options had vested, of which 24,300 options had lapsed. The currently valid options may be exercised during the period

commencing from the date of vesting and ending on the date after which such options cannot be exercised under the ESOP 2007. For

further details of the ESOP 2007, see “—Particulars of the ESOP 2007” below under this section titled “Capital Structure” beginning

on page 26 of this Letter of Offer. The subscribed and paid-up share capital does not take into account the Equity Shares arising as a

result of any exercise of the vested stock options.

++ The Board authorized the issue of up to 300,000 Preference Shares (Class C) at its meeting held on October 29, 2007, out of which

150,000 Preference Shares (Class C) were allotted on June 30, 2008.

** The securities premium received pursuant to the allotment of the Equity Shares upon the exercise of the Detachable Warrants cannot be

determined until the date of determination of the Warrant Exercise Price as per the specified formula. For details of the determination of

the Warrant Exercise Price, see the section titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer.

*** The Warrant Exercise Price will not be determined as on the date of filing of this Letter of Offer.

27

Details of Increase in the Authorized Share Capital since Incorporation

S.

No.

Particulars of Increase

Date of the Shareholders’

Resolution

1. The authorized share capital of the Company was increased from Rs.10 million to Rs.150 million (divided into 10,000,000 Equity Shares and 500,000 redeemable preference shares of Rs.100 each).

November 9, 1998

2. The authorized share capital of the Company was increased from Rs.150 million to Rs.550 million (divided into 50,000,000 Equity Shares and 500,000 redeemable preference shares of Rs.100 each).

June 28, 2000

3. The authorized share capital of the Company was increased from Rs.550 million to Rs.750 million (divided into 70,000,000 Equity Shares and 500,000 redeemable preference shares of Rs.100 each).

July 10, 2001

4. The authorized share capital of the Company was increased from Rs.750 million to Rs.775 million (divided into 77,500,000 Equity Shares, with the 500,000 unissued redeemable preference shares of Rs.100 each being re-classified as 5,000,000 Equity Shares).

September 27, 2002

5. The authorized share capital of the Company was increased from Rs.775 million to Rs.890 million (divided into 87,000,000 Equity Shares and 200 Preference Shares (Class A)).

September 30, 2004

6. The authorized share capital of the Company was increased from Rs.890 million to Rs.2,000 million (divided into 198,000,000 Equity Shares and 200 Preference Shares (Class A)).

March 8, 2006

7. The authorized share capital of the Company was increased from Rs.2,000 million to Rs.3,000 million (divided into 298,000,000 Equity Shares and 200 Preference Shares (Class A)).

August 30, 2006

8. The authorized share capital of the Company was re-classified as Rs.3,000 million (divided into 272,000,000 Equity Shares, 200 Preference Shares (Class A) and 26,000,000 Preference Shares (Class B)).

September 25, 2006

9. The authorized share capital of the Company was increased from Rs.3,000 million to Rs.4,000 million (divided into 322,000,000 Equity Shares, 200 Preference Shares (Class A), 11,498,846 Preference Shares (Class B) and 64,501,154 Preference Shares (Class C)).

September 27, 2007

10. The authorized share capital of the Company was increased from Rs.4,000 million to Rs.6,780 million (divided into 600,000,000 Equity Shares, 200 Preference Shares (Class A), 11,498,846 Preference Shares (Class B) and 64,501,154 Preference Shares (Class C)).

February 11, 2009

Notes to the Capital Structure

1. Share Capital History (a) Equity Share Capital

The following is the history of the Equity Share capital of the Company:

Date of Allotment

and when made

fully paid-up

Number of

Equity

Shares

Face

value

per

Equity

Share

(Rs.)

Issue

Price

per

Equity

Share

(Rs.)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of allotment

Cumulative

paid-up

Equity Share

capital (Rs.)

Cumulative

share

premium

(Rs.)

March 27, 1996 700 10 10 Cash Subscription on signing of the Memorandum of Association

7,000 -

March 17, 1997 10,000 10 10 Cash Preferential allotment 107,000 - June 9, 1999 2,845,300 10 10 Cash Preferential allotment 28,560,000 - September 6, 2000 4,340,000 10 10 Cash Preferential allotment 71,960,000 - September 6, 2000 1,520,000 10 10 Cash Preferential allotment 87,160,000 - November 27, 2000 28,035,800 10 10 Cash Preferential allotment 367,518,000 - May 21, 2001 6,838,200 10 10 Cash Preferential allotment 435,900,000 - August 30, 2001 6,410,000 10 10 Cash Preferential allotment 500,000,000 - December 28, 2001 10,698,200 10 10 Cash Preferential allotment 606,982,000 - May 21, 2002 9,301,800 10 10 Cash Preferential allotment 700,000,000 - December 27, 2002 3,953,360 10 10 Cash Preferential allotment 739,533,600 - June 25, 2003 904,540 10 10 Cash Preferential allotment 748,579,000 - January 10, 2004 47,000 10 10 Cash Preferential allotment 749,049,000 - December 20, 2004 9,229,500 10 10 Cash Preferential allotment 841,344,000 - April 21, 2005 145,500 10 10 Cash Preferential allotment 842,799,000 - February 10, 2006 520,000 10 - Other than cash Allotment to the

shareholders of the erstwhile Fortis Medical Centre

847,999,000 -

28

Date of Allotment

and when made

fully paid-up

Number of

Equity

Shares

Face

value

per

Equity

Share

(Rs.)

Issue

Price

per

Equity

Share

(Rs.)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of allotment

Cumulative

paid-up

Equity Share

capital (Rs.)

Cumulative

share

premium

(Rs.)

Holdings Limited (“FMCHL”) pursuant to an order of the Delhi High Court dated October 7, 2005*

March 31, 2006 85,200,000 10 10 Cash Preferential allotment 1,699,999,000 - January 5, 2007 2,000,000 10 135 Cash Preferential allotment 1,719,999,000 250,000,000 January 12, 2007 2,000,000 10 145 Cash Preferential allotment 1,739,999,000 520,000,000 March 20, 2007 6,000,000 10 145 Cash Preferential allotment 1,799,999,000 1,330,000,000 March 20, 2007 670,194 10 159.50 Cash Preferential allotment 1,806,700,940 1,430,194,003 April 30, 2007 45,996,439 10 108 Cash Initial public offer 2,266,665,330 5,937,845,025

______________

* Pursuant to the order of the High Court of Delhi dated October 7, 2005 (C.P. No. 240/2005 and 241/2005) sanctioning the scheme of

amalgamation between the Company and FMCHL, the certificate of registration in respect of which was received from the RoC on

January 5, 2006, the Company allotted 520,000 Equity Shares to the 10 equity shareholders of the erstwhile FMCHL in the ratio of 1:4

(i.e., one Equity Share for every four equity shares of the erstwhile FMCHL). For further details of the scheme of amalgamation, see the

section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer.

(b) Preference Share Capital

(i) The history of the Preference Share (Class A) capital of the Company is as follows:

Date of allotment

and when made

fully paid-up

Number of

Preference

Shares

(Class A)

Face value

per

Preference

Share

(Class A)

(Rs.)

Issue price

per

Preference

Share

(Class A)

(Rs.)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of

allotment

Cumulative

paid-up

Preference

Share

(Class A)

capital (Rs.)

Cumulative

share

premium

(Rs.)

August 4, 2005 100 100,000 100,000 Cash Preferential

allotment 10,000,000 -

100 Preference Shares (Class A) were redeemed on December 19, 2007, at par* Nil - ______________ * The Preference Shares (Class A) were redeemed out of the proceeds of a preferential allotment of 100,000 Preference Shares (Class C)

made on December 19, 2007.

(ii) The history of the Preference Share (Class B) capital of the Company is as follows:

Date of allotment

and when made

fully paid-up

Number of

Preference

Shares

(Class B)

Face value

per

Preference

Share

(Class B)

(Rs.)

Issue price

per

Preference

Share

(Class B)

(Rs.)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of

allotment

Cumulative

paid-up

Preference

Share

(Class B)

capital (Rs.)

Cumulative

share

premium

(Rs.)

September 25, 2006

26,000,000 10 100 Cash Preferential allotment

260,000,000 2,340,000,000

14,501,154 Preference Shares (Class B) were redeemed at Rs.100 per Preference Share (Class B) (i.e., at a premium of Rs.90 per Preference Share (Class B)) on May 8, 2007*

114,988,460 1,034,896,140

11,498,846 Preference Shares (Class B) were redeemed at Rs.100 per Preference Share (Class B) (i.e., at a premium of Rs.90 per Preference Share (Class B)) on October 18, 2007**

Nil Nil

______________ * The 14,501,154 Preference Shares (Class B) were redeemed out of the net proceeds of the initial public offering of the Company

completed in Fiscal 2008.

** The 11,498,846 Preference Shares (Class B) were redeemed out of the proceeds of a preferential allotment of 11,500,000 Preference

Shares (Class C) made on October 19, 2007.

(iii) The history of the Preference Share (Class C) capital of the Company is as follows:

29

Date of allotment

and when made

fully paid-up

Number of

Preference

Shares

(Class C)

Face value

per

Preference

Share

(Class C)

(Rs.)

Issue price

per

Preference

Share

(Class C)

(Rs.)

Consideration

(cash, bonus,

consideration

other than

cash)

Nature of

allotment

Cumulative

paid-up

Preference

Share

(Class C)

capital (Rs.)

Cumulative

share

premium (Rs.)

October 19, 2007* 11,500,000 10 100 Cash Preferential

allotment 115,000,000 1,035,000,000

On August 18, 2009, 8,304,000 Preference Shares (Class C) were redeemed in full to the extent of Rs.9 each at Rs.107.50 per Preference Shares (Class C)*** December 19, 2007**

100,000 10 100 Cash Preferential allotment

116,000,000 1,044,000,000

On August 18, 2009, 100,000 Preference Shares (Class C) were redeemed full to the extent of Rs.9 each at Rs.107.35 per Preference Shares (Class C)*** June 30, 2008+ 150,000 10 10,000 Cash Preferential

allotment 117,500,000 2,542,500,000

On August 18, 2009, 150,000 Preference Shares (Class C) were redeemed in full at Rs.11,941.78 per Preference Shares (Class C)*** October 18, 2008+ 1,450,000 10 100 Cash Preferential

allotment 132,000,000 2,673,000,000

August 18, 2009 260,000 10 10,000 Cash Preferential allotment

45,864,000 2,519,264,960

______________ * On October 18, 2008, as per the terms of the issue of the 11,500,000 Preference Shares (Class C), of the total redemption amount of

Rs.175 per Preference Share (Class C), an amount of Rs.12.50 per Preference Share (Class C) aggregating Rs.143,750,000 (the “Part

Redemption Amount”) was paid towards part satisfaction of the total redemption amount. Of the Part Redemption Amount,

Rs.11,500,000 (at the rate of Re.1 per Preference Share (Class C)) was paid towards the face value of each redeemed Preference Share

(Class C) from the proceeds of a preferential allotment of 1,450,000 Preference Shares (Class C) on October 18, 2008. The balance

Rs.132,250,000 (at the rate of Rs.11.50 per Preference Share (Class C)) was paid towards the share premium on each redeemed

Preference Share (Class C) from the amount outstanding in the securities premium account.

** On December 19, 2008, as per the terms of the issue of the 100,000 Preference Shares (Class C), of the total redemption amount of

Rs.176.05 per Preference Share (Class C), an amount of Rs.13.55 per Preference Share (Class C) aggregating Rs.1,355,000 (the “Part

Redemption Amount”) was paid towards part satisfaction of the total redemption amount. Of the Part Redemption Amount, Rs.100,000

(at the rate of Re.1 per Preference Share (Class C)) was paid towards the face value of each redeemed Preference Share (Class C) from

the proceeds of a preferential allotment of 1,450,000 Preference Shares (Class C) on October 18, 2008. The balance of Rs.1,255,000 (at

the rate of Rs.12.55 per Preference Share (Class C)) was paid towards the share premium on each redeemed Preference Share (Class C)

from the amount outstanding in the securities premium account.

*** The Preference Shares (Class C) were redeemed to the extent of Rs.2,600 million out of the proceeds of a preferential allotment of

260,000 Preference Shares (Class C) on August 18, 2009. The balance Rs.94,761,789 was redeemed from the amount outstanding in the

securities premium account.

+ The 1,450,000 Preference Shares (Class C) are to be redeemed on October 18, 2010 at a premium of Rs.117.69 per Preference Share

(Class C). The Company has accrued the redemption premium in respect of the 1,450,000 Preference Shares (Class C), which has been

debited to the securities premium account.

2. Shareholding Pattern of the Company

The table below represents the shareholding pattern of the Company as on September 19, 2009:

Total shareholding as a

percentage of total

number of Equity Shares

Equity Shares pledged or

otherwise encumbered

Category of Shareholder

Number

of Share-

holders

Total

number of

Equity

Shares of

Rs.10 each

Total number

of Equity

Shares held in

dematerialized

form

As a % of

(A+B)

As a % of

(A+B+C)

Number of

Equity

Shares

As a

percentage

of total

number of

Equity

Shares

(A) Shareholding of

Promoter and Promoter

Group

(1) Indian

30

Total shareholding as a

percentage of total

number of Equity Shares

Equity Shares pledged or

otherwise encumbered

Category of Shareholder

Number

of Share-

holders

Total

number of

Equity

Shares of

Rs.10 each

Total number

of Equity

Shares held in

dematerialized

form

As a % of

(A+B)

As a % of

(A+B+C)

Number of

Equity

Shares

As a

percentage

of total

number of

Equity

Shares

Individuals / Hindu Undivided Family

8 113,791 52,288 0.05 0.05 - -

Bodies Corporate 3 155,050,150 155,050,150 68.40 68.40 39,340,500 25.37 Sub Total 11 155,163,941 155,102,438 68.45 68.45 39,340,500 25.35

(2) Foreign Individuals (Non-Residents Individuals / Foreign Individuals)

1 300 300 - - - -

Sub Total 1 300 300 - - - -

Total shareholding of

Promoter and Promoter

Group (A)

12 155,164,241 155,102,738 68.45 68.45 39,340,500 25.35

(B) Public Shareholding

(1) Institutions Mutual Funds / UTI 5 3,245,488

3,245,488 1.43 1.43 - -

Financial Institutions / Banks

5 2,262,625

2,262,625

1.00 1.00 - -

Foreign Institutional Investors

20 9,044,647

9,044,647

3.99 3.99 - -

Sub Total 30 14,552,760 14,552,760 6.42 6.42 - -

(2) Non-Institutions Bodies Corporate 1,291 20,031,170 5,928,510 8.84 8.84 - - Individuals - -

Individual shareholders holding nominal share capital up to Rs.100,000

95,162 18,335,065

18,145,490 8.09 8.09 - -

Individual shareholders holding nominal share capital in excess of Rs.100,000

100 5,530,340 5,426,340 2.44 2.44 - -

Any Others (Specify)

Trusts 9 7,325 7,325 0.00 0.00 - - Directors & their Relatives & Friends

13 154,302 119,200 0.07 0.07 - -

Foreign Nationals 2 55,000 - 0.02 0.02 - - Non Resident Indians 883 2,722,224 2,709,724 1.20 1.20 - - Clearing Members 284 225,036 225,036 0.10 0.10 - - Hindu Undivided Families

2,586 1,099,573 1,099,573 0.49 0.49 - -

Overseas Corporate Bodies

2 8,670,194 - 3.83 3.83 - -

Office Bearer 14 119,303 62,303 0.05 0.05 - - Sub Total 100,346 56,949,532 33,723,501 25.12 25.12 - -

Total Public shareholding

(B) 100,376 71,502,292 48,276,261 31.55 31.55 - -

Total (A)+(B) 100,388 226,666,533 203,378,999 100.00 100.00 39,340,500 17.36 (C) Shares held by

Custodians and against

which Depository Receipts

have been issued

- - - - - - -

Total (A)+(B)+(C) 100,388 226,666,533 203,378,999 100.00 100.00 39,340,500 17.36

31

The table below represents the shareholding pattern of the Company as on the Record Date, as adjusted for the Issue:

Shareholders

Number of Equity Shares

assuming full subscription for

and allotment of the Rights

Entitlement and before the

exercise of the Detachable

Warrants

Percentage of Equity Share

capital assuming full

subscription for and allotment

of the Rights Entitlement and

before the exercise of the

Detachable Warrants (%)

Number of Equity

Shares assuming

full exercise of the

Detachable

Warrants

Percentage of

Equity Share capital

assuming full

exercise of the

Detachable

Warrants (%)

(A) Shareholding of Promoters and Promoter Group

Indian Individuals/Hindu Undivided Family

166,306 0.05 213,821 0.05

Bodies Corporate 217,070,210 68.41 279,090,270 68.41 Sub-Total 217,236,516 68.46 279,304,091 68.46 Foreign Individuals (Non-Resident Individuals/ Foreign Individuals)

420 0.00 540 0.00

Sub-Total 420 0.00 540 0.00 Total shareholding of

Promoters and

Promoter Group (A)

217,236,936 68.46 279,304,631 68.46

(B) Public Shareholding (I) Institutions Mutual Funds (including UTI)

4,509,607 1.42 5,798,065 1.42

Financial Institutions/Banks

3,164,055 1.00 4,068,070 1.00

Foreign Institutional Investors

11,565,643 3.64 14,870,108 3.64

Sub-Total 19,239,305 6.06 24,736,243 6.06 (II) Non-Institutions

Bodies Corporate

28,369,070 8.94 36,474,432 8.94

Individuals

Individual shareholders holding nominal share capital up to Rs.100,000

26,462,001 8.34 34,040,521 8.34

Individual shareholders holding nominal share capital in excess of Rs.100,000

7,314,793 2.31 19,404,724 2.31

Any Others

Trusts 11,382 0.00 14,634 0.00 Directors and their relatives and friends

212,262 0.07 272,022 0.07

Foreign Nationals 77,000 0.02 99,000 0.02 Non Resident Indians 3,830,026 1.21 4,924,274 1.21 Clearing Members 12,138,271 3.83 15,606,348 3.83 Hindu Undivided Families

1,438,384 0.45 1,849,977 0.45

Foreign Corporate Bodies

810,255 0.26 1,041,734 0.26

Office Bearer 173,784 0.05 227,865 0.06 Sub-Total 80,837,228 25.48 103,919,531 25.47 Total Public

Shareholding (B)

100,076,533 31.54 128,655,774 31.54

Total (A)+(B) 317,313,469 100.00 407,960,405 100.00

32

Shareholders

Number of Equity Shares

assuming full subscription for

and allotment of the Rights

Entitlement and before the

exercise of the Detachable

Warrants

Percentage of Equity Share

capital assuming full

subscription for and allotment

of the Rights Entitlement and

before the exercise of the

Detachable Warrants (%)

Number of Equity

Shares assuming

full exercise of the

Detachable

Warrants

Percentage of

Equity Share capital

assuming full

exercise of the

Detachable

Warrants (%)

(C) Shares held by

Custodians and

against which

Depository Receipts

have been issued

- - - -

Total (A) + (B) + (C) 317,313,469 100.00 407,960,405 100.00

If the Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90%, excluding the amount upon exercise of the Detachable Warrants, after the Issue Closing Date on account of cheques being returned unpaid or withdrawal of applications, the Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more than eight days after the Company becomes liable to pay the subscription amount (i.e.,15 days after the Issue Closing Date), the Company will pay interest for the delayed period, as prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act. The Promoters and the members of the Promoter Group holding Equity Shares in the Company have undertaken to fully subscribe for their Rights Entitlement. They reserve the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including by subscribing for Equity Shares with Detachable Warrants pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. They have also undertaken to apply for Equity Shares with Detachable Warrants in addition to their Rights Entitlement to the extent of any undersubscribed portion of the Issue, subject to obtaining any approvals required under applicable law, to ensure that at least 90% of the Issue is subscribed. Such subscription for Equity Shares with Detachable Warrants over and above their Rights Entitlement, if allotted, may result in an increase in their percentage shareholding above their current percentage shareholding. Such acquisition by them of additional Equity Shares with Detachable Warrants shall (i) not result in a change of control of the management of the Company; and (ii) be exempt from the applicability of Regulations 11 and 12 of the Takeover Code in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. In connection with Detachable Warrants issued and allotted by the Company in the Issue, the Promoters and members of the Promoter Group shall only apply for the issue of such Equity Shares as may arise from the exercise of the Detachable Warrants issued and allotted to them in the Issue and such exercise shall (i) not result in a change of control of the management of the Company; and (ii) be exempt from the applicability of Regulations 11 and 12 of the Takeover Code in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. The subscription by the Promoters and/or members of the Promoter Group for the Equity Shares with Detachable Warrants in the Issue and the allotment of the Equity Shares pursuant to the exercise of the Detachable Warrants will be in continuous compliance with the minimum public shareholding requirement specified under Clause 40A of the Listing Agreements and the Company will take such steps as may be necessary to ensure compliance with Clause 40A of the Listing Agreements. As such, other than meeting the requirements indicated in the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer, there is no other intention or purpose for the Issue, including any intention to delist the Company, even if, as a result of any allotment in the Issue to the Promoters and/or members of the Promoter Group, the shareholding of the Promoters and/or Promoter Group in the Company exceeds the current shareholding. The Promoters and/or members of the Promoter Group intend to subscribe for any undersubscribed portion as per the provisions of applicable law. For further details of undersubscription and allotment to the Promoters and Promoter Group, see the section titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer. 3. Build-up of the Shareholding of the Promoters and Promoter Group in the Company: The following is the history of Equity Shares held by the Promoters and certain members of the Promoter Group in the Company:

33

Name of

Promoter/

member of the

Promoter

Group

Date of

allotment/

acquisition/

transfer

Consideration

(cash, bonus,

consideration

other than

cash)

Issue/

acquisition

price per

Equity

Share (Rs.)

Nature of

allotment/

Acquisition

Number of

Equity

Shares

Percentage

of Pre-

Issue

Equity

Share

capital (%)

Percentage of

Post-Issue Equity

Share capital

assuming full

subscription for

and allotment of

the Rights

Entitlement and before the

exercise of the

Detachable

Warrants (%)

Percentage of

Post-Issue

Equity Share

capital

assuming full

exercise of the

Detachable

Warrants (%)

Mr. Malvinder Mohan Singh

March 27, 1996 Cash 10 Subscription to the Memorandum of Association

100 0.00

January 10, 2003

- - Transmission of Equity Shares held by Late Dr. Parvinder Singh

50 0.00

February 10, 2006

- - Allotment to the shareholders of the erstwhile FMCHL pursuant to an order of the High Court of Delhi dated October 7, 2005

6,244 0.00

May 23, 2008 Cash 78 Purchase from FHHL 32,725 0.00 May 23, 2008 - - Gifted (32,725) 0.00 Total 6,394 0.00 0.00 0.00

Mr. Shivinder Mohan Singh

March 27, 1996 Cash 10 Subscription to the Memorandum of Association

100 0.00

January 10, 2003

- - Transmission of Equity Shares held by Late Dr. Parvinder Singh

50 0.00

February 10, 2006

- - Allotment to the shareholders of the erstwhile FMCHL pursuant to an order of the High Court of Delhi dated October 7, 2005

6,244 0.00

May 23, 2008 Cash 78 Purchase from FHHL 32,725 0.00 May 23, 2008 - - Gifted (32,725) 0.00 Total 6,394 0.00 0.00 0.00

FHHL May 13, 2002 Cash 10 Purchase from Mr. G.S. Dhillon

324,300 0.14

May 17, 2002 Cash 10 Purchase from RHC Holding Private Limited

18,313,200 8.08

September 18, 2002

Cash 10 Purchase from RHC Holding Private Limited

3,900 0.00

October 4, 2002

Cash 10 Purchase of Equity Shares from Shivi Holdings Private Limited and Malav Holdings Private Limited

15,658,600 6.91

December 20, 2004

Cash 10 Preferential allotment 7,661,300 3.38

August 30, 2005

Cash 10 Purchase from Shivi Holdings Private Limited, Malav Holdings Private Limited and RHC Holding Private Limited

20,913,140 9.23

November 9, 2005

Cash 25 Purchase from Oscar Investments Limited

6,000,000 2.65

February 10, 2006

- - Allotment to the shareholders of the erstwhile FMCHL

252,500 0.11

34

Name of

Promoter/

member of the

Promoter

Group

Date of

allotment/

acquisition/

transfer

Consideration

(cash, bonus,

consideration

other than

cash)

Issue/

acquisition

price per

Equity

Share (Rs.)

Nature of

allotment/

Acquisition

Number of

Equity

Shares

Percentage

of Pre-

Issue

Equity

Share

capital (%)

Percentage of

Post-Issue Equity

Share capital

assuming full

subscription for

and allotment of

the Rights

Entitlement and before the

exercise of the

Detachable

Warrants (%)

Percentage of

Post-Issue

Equity Share

capital

assuming full

exercise of the

Detachable

Warrants (%)

pursuant to an order of the High Court of Delhi dated October 7, 2005

March 31, 2006 Cash 10 Preferential allotment 85,200,000 37.59 May 1, 2007 Cash 108 Allotment in the

initial public offering of the Company*

57,034 0.00

May 23, 2008 Cash 78 Sale to Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh

(65,450) 0.00

November 28, 2008

Cash 60 Market purchase 2,735 0.00

December 1, 2008

Cash 59.87 Market purchase 36,112 0.00

December 2, 2008

Cash 58.96 Market purchase 27,982 0.00

December 4, 2008

Cash 59.96 Market purchase 3,204 0.00

December 10, 2008

Cash 62.45 Market purchase 26,337 0.00

December 11, 2008

Cash 62.24 Market purchase 39,928 0.00

December 12, 2008

Cash 61.48 Market purchase 26,284 0.00

February 2, 2009

Cash 63.95 Market purchase 9,151 0.00

February 2, 2009

Cash 63.83 Market purchase 20,806 0.00

February 2, 2009

Cash 63.99 Market purchase 39,304 0.00

February 2, 2009

Cash 64.00 Market purchase 7,512 0.00

February 2, 2009

Cash 69.35 Market purchase 237,271 0.11

Total 154,795,150 68.29 68.29 68.29

Malav Holdings Private Limited

March 27, 2000 Cash 10 Purchase from Delta Aromatics Private Limited

2,000 0.00

November 27, 2000

Cash 10 Preferential allotment 7,330,000 3.23

May 21, 2001 Cash 10 Preferential allotment 1,000,000 0.44 August 30,

2001 Cash 10 Preferential allotment 1,466,000 0.65

May 21, 2002 Cash 10 Preferential allotment 2,111,300 0.93 October 4,

2002 Cash 10 Sale to FHHL (7,829,300) 3.45

January 10, 2004

Cash 10 Preferential allotment 47,000 0.02

August 30, 2005

Cash 10 Sale to FHHL (4,127,000) 1.82

February 10, 2006

- - Allotment to the shareholders of the erstwhile FMCHL pursuant to an order of the High Court of Delhi dated October 7, 2005

133,750 0.06

Total 133,750 0.06 0.06 0.06

RHC Holding January 14, Cash 17.86 Purchase from 1,428,000 0.63

35

Name of

Promoter/

member of the

Promoter

Group

Date of

allotment/

acquisition/

transfer

Consideration

(cash, bonus,

consideration

other than

cash)

Issue/

acquisition

price per

Equity

Share (Rs.)

Nature of

allotment/

Acquisition

Number of

Equity

Shares

Percentage

of Pre-

Issue

Equity

Share

capital (%)

Percentage of

Post-Issue Equity

Share capital

assuming full

subscription for

and allotment of

the Rights

Entitlement and before the

exercise of the

Detachable

Warrants (%)

Percentage of

Post-Issue

Equity Share

capital

assuming full

exercise of the

Detachable

Warrants (%)

Private Limited 2000 Infrastructure Leasing and Financial Services Limited

September 6, 2000

Cash 10 Preferential allotment 1,520,000 0.67

November 27, 2000

Cash 10 Preferential allotment 12,082,600 5.33

May 21, 2001 Cash 10 Preferential allotment 2,000,000 0.88 August 30,

2001 Cash 10 Preferential allotment 3,153,700 1.39

December 28, 2001

Cash 10 Preferential allotment 9,164,300 4.04

April 23, 2002 Cash 10 Sale to Jaguar Estates Private Limited

(1,500,000) 0.66

May 2, 2002 Cash 10 Sale to Luminous Holding Private Limited

(2,500,000) 1.10

May 7, 2002 Cash 10 Sale to Jaguar Estates Private Limited

(1,000,000) 0.44

May 17, 2002 Cash 10 Sale to FHHL (18,313,200) 8.08 May 21, 2002 Cash 10 Preferential allotment 5,079,200 2.24 June 5, 2002 Cash 10 Sale to Luminous

Holding Private Limited

(500,000) 0.22

September 13, 2002

Cash 10 Purchase from Oscar Holdings Private Limited

2,000 0.00

September 18, 2002

Cash 10 Sale to FHHL (3,900) 0.00

December 27, 2002

Cash 10 Preferential allotment 1,423,900 0.63

April 26, 2003 Cash 10 Sale to Prime Trust (235,000) 0.10 June 25, 2003 Cash 10 Preferential allotment 904,540 0.40 August 30,

2005 Cash 10 Sale to FHHL (12,706,140) 5.61

February 10, 2006

- - Allotment to the shareholders of the erstwhile FMCHL pursuant to an order of the High Court of Delhi dated October 7, 2005

121,250 0.05

Total 121,250 0.05 0.05 0.05

Ms. Raj Shree Singh

November 27, 2000

Cash 10 Preferential allotment 7,500** 0.00

May 14, 2007 Cash 101.83 Market purchase 19,000 0.01 August 26,

2009 - 117.25 Market sale (5,000) 0.00

Total 26,500 0.01 0.01 0.01

Mr. Abhishek Singh

November 18, 2008

Cash 62.12 Market purchase 300 0.00

December 1, 2008

Cash 10 Transmission of Equity Shares held by Late Mrs. Pratibha Singh

10,000 0.00

Total 10,300 0.00 0.00 0.00

Mr. Harpal Singh

November 27, 2000

Cash 10 Preferential allotment 50,000 0.00

February 10, 2006

- - Allotment to the shareholders of the erstwhile FMCHL

3 0.00

36

Name of

Promoter/

member of the

Promoter

Group

Date of

allotment/

acquisition/

transfer

Consideration

(cash, bonus,

consideration

other than

cash)

Issue/

acquisition

price per

Equity

Share (Rs.)

Nature of

allotment/

Acquisition

Number of

Equity

Shares

Percentage

of Pre-

Issue

Equity

Share

capital (%)

Percentage of

Post-Issue Equity

Share capital

assuming full

subscription for

and allotment of

the Rights

Entitlement and before the

exercise of the

Detachable

Warrants (%)

Percentage of

Post-Issue

Equity Share

capital

assuming full

exercise of the

Detachable

Warrants (%)

pursuant to an order of the High Court of Delhi dated October 7, 2005

May 1, 2007 Cash 108 Allotment in the initial public offering of the Company

8,000*** 0.00

Total 58,003 0.00 0.00 0.00

Ms. Arundhati Khanna

November 27, 2000

Cash 10 Preferential Allotment

11,500**** 0.00

Total 11,500 0.00 0.00 0.00

____________

* In accordance with Clause 8.5(e) of the SEBI Guidelines, 57,034 Equity Shares were allotted to FHHL under the firm allotment portion for

eligible employees of the Company in the initial public offering of the Company in Fiscal 2008.

** Jointly with Mr. Abhishek Singh.

*** Jointly with Mrs. Sunit H. Singh.

**** Jointly with Mr. Karan Khanna.

4. Except as set forth below, none of the Directors or key managerial employees hold Equity Shares in the

Company:

Name of the Director/Key Managerial

Employee

Number of Equity Shares

Percentage of pre-Issue Equity

Share capital (%)

Mr. Harpal Singh 58,003 0.00 Mr. Sunil Godhwani 38,500 0.00 Dr. P.S. Joshi 33,000 0.00 Mr. Balinder Singh Dhillon 22,000 0.00 Lt. General Tejinder Singh Shergill 16,000 0.00 Mr. Daljit Singh 15,900 0.00 Mr. V.M. Bhutani 10,102 0.00 Mr. Gurcharan Das 10,000 0.00 Mr. Malvinder Mohan Singh 6,394 0.00 Mr. Shivinder Mohan Singh 6,394 0.00 Justice S.S. Sodhi 4,000 0.00 Mr. Rajan Kashyap 1,800 0.00 Mr. Ramesh L. Adige 800 0.00

5. Transactions in Equity Shares by the Promoters, the directors of the corporate Promoter, the

Promoter Group entities, the Directors and their immediate relatives (i.e., the spouse of the Director, or any parent, brother, sister or child of the Director or of the spouse of such Director) in the last six months:

Name of the Equity

Shareholder

Date of

Transaction

Details of the

Transaction

Number of

Equity

Shares

Acquisition

Price per

Equity Share

(Rs.)

Aggregate

Price (Rs. in

million)

Ms. Raj Shree Singh August 26, 2009 Market Sale 5,000 117.25 0.59

37

6. Top 10 Shareholders (a) The top 10 shareholders of the Company as on September 19, 2009 were as follows:

Name of the Equity Shareholder

Number of

Equity

Shares

Percentage of

pre-Issue

Equity Share

capital (%)

Mode of Acquisition of Equity

Shares (initial public offering

(including, the pre-IPO

placement)/firm allotment/

private placement)

FHHL 154,795,150 68.29 Private placement; IPO*

Ranbaxy Laboratories Limited 14,097,660 6.22 Private placement

Trinity Capital (Eight) Limited 8,000,000 3.53 Pre-IPO placement

Carlson Fund – Asian Small Cap 2,876,846 1.27 -**

Life Insurance Corporation of India 2,197,637 0.97 -**

DSP Blackrock Equity Fund 1,432,785 0.63 -**

AXA World Funds- Talents 1,388,631 0.61 -**

Malvinder Mohan Singh*** 1,299,611 0.57 -**

Norges Bank A/c Government Petroleum Fund 1,257,639 0.55 -**

DSP Blackrock Small and Mid Cap Fund 1,251,937 0.55 -**

______________

* In accordance with Clause 8.5(e) of the SEBI Guidelines, 57,034 Equity Shares were allotted to FHHL under the firm allotment

portion for eligible employees of the Company in the initial public offering of the Company in Fiscal 2008. Some of the Equity

Shares were also acquired through market purchases. For further details, see “—Transactions in Equity Shares by the Promoters,

the directors of the corporate Promoter, and the Promoter Group entities in the last six months” under this section titled “Capital

Structure” beginning on page 26 of this Letter of Offer.

** The Equity Shares were acquired through market purchases.

*** As the trustee for Ranbaxy Management Employees Welfare Fund Trust.

(b) The top 10 shareholders of the Company as on September 12, 2009 (i.e., 10 days prior to the date of filing of

this Letter of Offer) were as follows:

Name of the Equity Shareholder

Number of

Equity

Shares

Percentage of

pre-Issue

Equity Share

capital (%)

Mode of Acquisition of Equity

Shares (initial public offering

(including, the pre-IPO

placement)/firm allotment/

private placement)

FHHL 154,795,150 68.29 Private placement; IPO*

Ranbaxy Laboratories Limited 14,097,660 6.22 Private placement

Trinity Capital (Eight) Limited 8,000,000 3.53 Pre-IPO placement

Carlson Fund – Asian Small Cap 2,676,796 1.18 -**

Life Insurance Corporation of India 2,197,637 0.97 -**

DSP Blackrock Equity Fund 1,432,785 0.63 -**

AXA World Funds- Talents 1,388,631 0.61 -**

Malvinder Mohan Singh*** 1,299,611 0.57 -**

Norges Bank A/c Government Petroleum Fund 1,257,639 0.55 -**

DSP Blackrock Small and Mid Cap Fund 1,251,937 0.55 -**

__________

* Some of the Equity Shares were also acquired through market purchases.

** The Equity Shares were acquired through market purchases.

*** Mr. Malvinder Mohan Singh holds shares as Trustee - Ranbaxy Management Employees Welfare Fund Trust

(c) The top 10 shareholders of the Company as on September 22, 2007 (i.e., two years prior to the date of filing of this Letter of Offer) were as follows:

Name of the Equity Shareholder

Number of Equity

Shares

Percentage of pre-Issue Equity

Share capital (%)

FHHL 154,383,974 68.11 Ranbaxy Laboratories Limited 14,097,660 6.22 Trinity Capital (Eight) Limited 8,000,000 3.53

38

Name of the Equity Shareholder

Number of Equity

Shares

Percentage of pre-Issue Equity

Share capital (%)

AXA World Funds – Talents 4,590,000 2.03 Citigroup Global Markets Mauritius Private Limited 3,615,200 1.59 Stichting Pensioenfonds ABP 2,082,399 0.92 AXA World Funds - Talents Brick 1,762,708 0.78 Abu Dhabi Investment Authority - Light 1,448,995 0.64 Sundaram BNP Paribas Mutual Fund A/c Sundaram 1,364,836 0.60 Mr. Rajkumar Bagri 1,000,000 0.44 Mr. Apurv Bagri 1,000,000 0.44

7. On September 27, 2007, the Company’s shareholders authorized the Remuneration Committee to adopt the

ESOP 2007 under which a permanent employee of the Company or its Subsidiaries, whether working in India or abroad and a director of the Company or its Subsidiaries, whether whole-time or not, will be eligible for stock options. However, an employee who is a Promoter or a member of the Promoter Group or a Director, who either by himself or through his relatives or through a body corporate, directly or indirectly holds more than 10% of the outstanding Equity Shares, will be excluded. The exercise period for the options commences on the date such options are vested until the date after which such options cannot be exercised under the ESOP 2007. The grant of options to eligible employees of the Company shall not exceed 1% of the issued and subscribed Equity Share capital at the time of the grant of the options.

On February 13, 2008, the Remuneration Committee approved the grant of 458,500 stock options to 98 eligible employees of the Company and its Subsidiaries pursuant to the ESOP 2007 at an exercise price of Rs.71. On October 13, 2008, the Remuneration Committee approved the grant of 33,500 stock options to eight eligible employees of the Company and its Subsidiaries at an exercise price of Rs.50. Further, on July 14, 2009, the Remuneration Committee approved the grant of 763,700 stock options to 63 eligible employees of the Company and its Subsidiaries at an exercise price of Rs.77. A total of 1,255,700 options have been granted under the ESOP 2007, of which 111,500 options had lapsed as on March 31, 2009 and 29,000 additional options had lapsed after March 31, 2009. Of the 458,500 stock options granted on February 13, 2008, 72,000 valid options had vested on February 13, 2009, of which 24,300 options have lapsed. The ESOP 2007 will be administered through the Remuneration Committee and will be in compliance with applicable law. Grants made under the ESOP 2007 are subject to adjustment as to number and price, at the discretion of the Remuneration Committee, if there are changes in capital structure or corporate action leading to a merger/demerger, spin-off, consolidation, amalgamation and other reorganization of the Company (except to a Subsidiary) in which all the Equity Shares are converted into or exchanged for a different class of securities of the Company or any securities of any other issuer, or cash and/or other property.

The Equity Share capital of the Company upon completion of the Issue and before the exercise of the Detachable Warrants, assuming full exercise of the options currently vested under the ESOP 2007 will comprise 317,361,169 Equity Shares.

Particulars of the ESOP 2007:

Details

Particulars

Date of

Grant

Number

of options

granted

Exercise

price

Date of

grant

Number

of options

granted

Exercise

Price

Date of

Grant

Number

of

options

granted

Exercise

price

The total number of options granted is 1,255,700*

February 13, 2008

458,500 Rs.71 October 13, 2008

33,500 Rs.50 July 14, 2009

763,700 Rs.77

Total number of options vested 72,000 valid options were vested on February 13, 2009, of which 24,300 options have lapsed

None of the options have vested as on the date of filing of this Letter of Offer. The first vesting of options shall be on October 13, 2009

None of the options have vested as on the date of filing of this Letter of Offer. The first vesting of options shall be on July 14, 2010

39

Details

Particulars

Date of

Grant

Number

of options

granted

Exercise

price

Date of

grant

Number

of options

granted

Exercise

Price

Date of

Grant

Number

of

options

granted

Exercise

price

Total number of options exercised Nil Nil Nil Total number of options lapsed/forfeited/cancelled

120,000 20,500 Nil

Total number of Equity Shares arising as a result of the exercise of the options (assuming vesting of the valid options and exercise of all the valid options vested)

338,500 13,000 763,700

Total number of options in force 338,500 13,000 763,700 Variation in the terms of the options Nil Nil Nil Money realized by exercise of the options Nil Nil Nil Person-wise details of options granted to:

(a) Directors and key managerial employees 21,800** Nil 188,600** (b) Any other employee who received a grant

in any one year of options amounting to 5% or more of the options granted during that year

Nil Mr. Ashish Ranjan Banerji: 4,000 Mr. Jim Dockins^: 6,500 Mr. Sumanjeet Chaudhary: 3,000 Mr. Sabhyasachi Bal^: 3,500 Col (Retd.) H.S. Chebal: 2,000 Mr. Anup Sethi^: 4,000 Mr. Krish Ramesh: 4,000 Mr. Pankaj Mittal^: 6,500

Dr. Ashok Rajgopal: 1,00,000 Mr. Ashish Bhatia: 50,000 Mr. Yogesh Sareen: 75,000 Mr. Bhavdeep Singh: 1,00,000 Dr. Ashok Seth: 1,00,000

(c) Identified employees who were granted options during any one year equal to or exceeding 1% of the issued Equity Share capital (excluding Equity Shares arising on exercise of the Detachable Warrants) at the time of grant

Nil Nil Nil

Diluted Earnings Per Share (EPS), as reported on unconsolidated basis, pursuant to the issue of Equity Shares on exercise of the options calculated in accordance with AS 20 for the year ended March 31, 2009

Rs.(0.32)

Vesting schedule Except in cases of death and disability and subject to the right of the Remuneration Committee to, in its absolute discretion, vary or alter the vesting date for an employee or a class of employees, the options will vest in the ratio of 20% each at the end of the first, second, third, fourth and fifth years from the date of grant

Lock-in Not applicable Impact on profits and EPS of the last three years

Nil Nil Nil

Difference, if any, between employee compensation cost calculated using the intrinsic value of stock options and the employee compensation cost calculated on the basis of fair value of stock options for the year ended March 31, 2009

Employee compensation cost on the basis of the intrinsic value of stock options is zero while on the basis of the fair value of stock options is Rs.1.86 million

Employee compensation cost on the basis of the intrinsic value of stock options is zero while on the basis of the fair value of stock options is Rs.0.05 million

Employee compensation cost on the basis of the intrinsic value of stock options is zero while on the basis of the fair value of stock options is Rs.1.91 million

Impact on profits of the Company and on the EPS arising due to difference in the accounting treatment and for calculation of the employee compensation cost (i.e., difference of the fair value of stock options over the intrinsic value of the stock options) for the year ended March 31, 2009

Impact on profits: Rs.1.86 million Impact on EPS: Negligible

Impact on profits: Rs.0.05 million Impact on EPS: Negligible

Impact on profits: Rs.1.91 million Impact on EPS: Negligible

Weighted average exercise price and weighted average fair value of options whose exercise price either equals or exceeds or is less than the market price of the stock

Weighted average exercise price: Rs.69.34 Weighted average fair value: Rs.25.86

A description of the method and significant assumptions used during the year to estimate the fair value of the options, including the following weighted-

average information:

Method used The Company has used the intrinsic value method. However, for estimating the fair value of the options granted, the Black Scholes Option Valuation Model (“Black Scholes Model”) has been used

• Risk free interest rate 10 year zero coupon treasury rate has been utilized as the risk free rate applied to the Black Scholes Model • Expected life The expected life of the options granted to the eligible employees is 5.5, 6.5, 7.5, 8.5 and 9.5 years from the date

of grant for each round of vested options, respectively. This is based on various schemes launched by various organizations in the country

• Expected volatility Volatility is calculated on the movement of the Company’s (and comparable companies’) share price on the BSE

40

Details

Particulars

Date of

Grant

Number

of options

granted

Exercise

price

Date of

grant

Number

of options

granted

Exercise

Price

Date of

Grant

Number

of

options

granted

Exercise

price

in the past one year, and works out to 34%. The same volatility is applicable to the Black Scholes Model • Expected dividends No dividend has been paid as yet • The price of the underlying share in the

market at the time of option grant Rs.70.95 on the NSE on February 12, 2008

Rs.49.05 on the NSE on October 10, 2008

Rs.76.95 on the NSE on July 14, 2009

______________

* As per the provisions of the ESOP 2007, the Remuneration Committee shall formulate the procedure for making a fair and reasonable

adjustment to the number of options and to the exercise price in case of corporate actions such as a rights issue, bonus issue, merger or

sale of division. In this regard, the Remuneration Committee shall take into consideration the following: (i) the number and the price of

the stock options shall be adjusted in a manner such that total value of the stock options remains the same after the corporate action; (ii)

for this purpose, the global best practices in this area, including the procedures followed by the derivatives markets in India and abroad,

shall be considered; and (iii) the vesting period and the life of the options shall be left unaltered as far as possible to protect the rights of

the option holders.

** Directors and key managerial employees to whom stock options have been granted:

Directors/key

managerial

employees

Number of

options

granted on

February

13, 2008

Number of

options

accepted

Number of

options

exercised

Number of

options

granted on

October

13, 2008

Number of

options

accepted

Number of

options

exercised

Number of

options

granted on

July 14,

2009

Number of

options

accepted

Number of

options

exercised

Mr. Yogesh Kumar Sareen

10,000 10,000 Nil Nil Nil Nil 75,000 75,000 Nil

Mr. Daljit Singh 6,800 6,800 Nil Nil Nil Nil 6,800 6,800 Nil Dr. Narottam Puri 5,000 5,000 Nil Nil Nil Nil 6,800 6,800 Nil Mr. Bhavdeep Singh Nil - - Nil - - 100,000 100,000 Nil

^ These options have lapsed.

The Company undertakes to conform to the accounting policies specified in Schedule I to the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended.

8. The Company has completed an initial public offering of 45,996,439 Equity Shares in Fiscal 2007 at a price

of Rs.108 per Equity Share. Apart from this, the Company has not made any public issue in the two years immediately preceding the date of filing this Letter of Offer.

9. The Issue being a rights issue, under Regulation 34(c) of the SEBI Regulations, the requirement of

Promoters’ contribution and lock-in are not applicable. 45,333,307 Equity Shares held by FHHL have been locked in as minimum Promoter’s contribution for a period of three years from the date of allotment of the Equity Shares in the initial public offering of the Company, i.e., May 1, 2007.

10. As on September 19, 2009, the total number of members of the Company was 100,388. 11. The Company has not availed of any bridge loan to be repaid from the proceeds of the Issue. However,

FHTL, a Subsidiary, has availed of bridge loans from YES Bank, Oscar Investments Limited (“OIL”), RHC Holding Private Limited (“RHCHPL”) and the Company. There is currently no amount outstanding in respect of the YES Bank, OIL and RHCHPL facilities. Rs.500 million, Rs.400 million and Rs.33.50 million, respectively, in respect of the YES Bank, OIL and RHCHPL facilities was repaid from the advance share application money received from FHHL towards FHHL’s Rights Entitlement. For further details, see the sections titled “Objects of the Issue” and “Financial Indebtedness” beginning on pages 43 and 305, respectively, of this Letter of Offer.

12. The Company, the Directors, the Promoters, the members of the Promoter Group, their respective directors

and the Lead Manager to the Issue have not entered into any buy-back, standby or similar arrangements for the purchase of the Equity Shares with Detachable Warrants.

41

13. At any given time, there shall be only one denomination of Equity Shares and the Company shall comply

with such disclosure and accounting norms as may be prescribed by SEBI. 14. Except as disclosed in Note 7 of the “Notes to the Capital Structure” above under this section titled “Capital

Structure” beginning on page 26 of this Letter of Offer, the Equity Shareholders do not hold any warrants, options or convertible loans or debentures, which would entitle them to acquire further Equity Shares in the Company. Further, except as disclosed in Note 5 of the “Notes to the Capital Structure” above under this section titled “Capital Structure” beginning on page 26 of this Letter of Offer, there have been no transfers of Equity Shares by the Directors, the Promoters and the members of the Promoter Group within the last six months preceding the date on which this Letter of Offer is filed with the Stock Exchanges.

15. Other than the issue and allotment of Equity Shares on exercise of the existing stock options, no further issue

of capital by way of issue of bonus shares, preferential allotment, rights issue or public issue or qualified institutions placement or in any other manner which will affect the Equity Share capital of the Company, shall be made during the period commencing from the filing of the Draft Letter of Offer with SEBI and the date on which the securities issued under this Letter of Offer are listed or the Application Money is refunded on account of the failure of the Issue. Further, other than as disclosed in this Letter of Offer, or as may be required under applicable law, presently the Company neither has any proposal or intention nor is it negotiating or considering to alter its capital structure by way of a split or consolidation of the denomination of its shares or the issue of its shares on a preferential basis or issue of bonus shares or a rights or further public issue of shares or a qualified institutions placement or in any other manner within a period of six months from the Issue Opening Date.

16. The Equity Shares are fully paid-up and as on the date of filing of this Letter of Offer, there are no partly

paid-up Equity Shares. 17. The requirement of minimum subscription shall not be applicable to the amounts receivable on the exercise of

the Detachable Warrants into Equity Shares on payment of the Warrant Exercise Price. 18. The Issue will remain open for at least 15 days. The Board or a duly authorized committee thereof will have

the right to extend the Issue period as it may determine from time to time, provided that the Issue will not be kept open in excess of 30 days from the Issue Opening Date.

19. The Company has not issued any Equity Shares out of revaluation reserves. 20. The Lead Manager and/or its associates do not hold any Equity Shares or Preference Shares in the Company. 21. 39,340,500 Equity Shares held by FHHL, a Promoter, have been pledged in favor of certain lenders to secure

certain loans taken by the Company and HHPL:

Lender

Borrower

Number of Equity Shares pledged in

favor of the lender

L&T Infrastructure Finance Company Limited FHL 22,000,000 Axis Bank FHL 10,417,000 IDBI Bank HHPL 6,923,500

Total 39,340,500

For further details, see the section titled “Financial Indebtedness” beginning on page 305 of this Letter of Offer.

22. The terms of issue to Non Resident Equity Shareholders or applicants have been presented under the section

titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer. 23. Neither the Company nor the Promoters shall make any payments, direct or indirect, such as discounts,

commissions, allowances or otherwise under the Issue.

42

24. There are restrictive covenants in the agreements entered into by the Company with certain lenders for short-term and long-term borrowings. For further details, see the section titled “Financial Indebtedness” beginning on page 305 of this Letter of Offer.

25. Other than allotment of Equity Shares to the shareholders of the erstwhile FMCHL pursuant to an order of the

High Court of Delhi dated October 7, 2005, there has been no allotment of Equity Shares for consideration other than cash.

26. In order to meet the Company’s interim financing requirements, on August 18, 2009, the Company received

Rs.4,200 million as advance share application money (“Advance Share Application Money”) from FHHL towards FHHL’s Rights Entitlement. For details of the utilization of the Advance Share Application Money, see the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer. In case of any shortfall in the subscription money towards the Rights Entitlement of FHHL, such shortfall shall be brought in prior to the Issue Closing Date. No interest is payable to FHHL in respect of the Advance Share Application Money.

43

OBJECTS OF THE ISSUE The Company intends to utilize the Issue proceeds, after deducting the Issue management fees and other expenses associated with the Issue (the “Net Proceeds”) for the following objects: 1. Investment in FHTL, a wholly owned Subsidiary, to finance the construction and development by FHTL

of a greenfield hospital project in Gurgaon, Haryana; 2. Acquisitions and other strategic initiatives; 3. Redemption of Preference Shares (Class C), along with the premium on such redemption; 4. Repayment and prepayment of existing short term loans of the Company; and 5. General corporate purposes. The main objects clause of the Memorandum of Association enables the Company to undertake the activities for which the funds are being raised pursuant to the Issue. The existing activities of the Company are within the ambit of the objects clause of the Memorandum of Association. The fund requirements described below are based on management estimates and the Company’s current business plan and have not been appraised by any bank or financial institution or any other independent agency. In view of the dynamic nature of the healthcare industry and on account of new projects that the Company may pursue, including potential merger and acquisition opportunities for existing hospitals or hospitals under development, variations in the cost structure, changes in estimates, exchange rate fluctuations and external factors, which may not be within the control of the management of the Company, the Company may have to revise its capital expenditure requirements. This may entail rescheduling or revising the planned capital expenditure and increasing or decreasing the capital expenditure for a particular purpose from its planned expenditure at the discretion of the Company’s management. In case of any variation in the actual utilization of funds earmarked for the activities specified above, increased fund deployment for a particular activity will be met from surplus funds, if any, available from the other activities, or internal accruals, or debt. In case of a shortfall in the Net Proceeds to meet the aforesaid objects of the Issue, we propose to meet the same through internal accruals, debt and/or further issue of capital. Requirement of Funds and Means of Finance The details of the proceeds of the Issue are summarized in the following table:

(Rs. in million)

Description

Amount

Gross proceeds of the Issue 9,971.16 Issue expenses 130.00 Net Proceeds 9,841.16

The intended use of the Net Proceeds and the financing plan for each of the objects is set forth in the table below:

(Rs. in million)

Means of Finance

S.

No. Particulars

Estimated Total

Cost

Net Proceeds

Debt

1. Investment in FHTL to finance the construction and development by FHTL of a greenfield hospital project in Gurgaon, Haryana

4,500.00 2,000.00 2,500.00

2. Acquisitions and other strategic initiatives 2,000.00* 2,000.00 -** 3. Redemption of Preference Shares (Class C), along with the

premium on such redemption 2,600.00 2,600.00 -

4. Repayment and prepayment of existing short term loans of the 1,709.99 1,709.99 -

44

Means of Finance

S.

No. Particulars

Estimated Total

Cost

Net Proceeds

Debt

Company

5. General corporate purposes - 1,531.17*** - Total 10,809.99 9,841.16 2,500.00

___________ * The Company, through FHSL, proposes to acquire the business division of Wockhardt Hospitals Limited relating to certain hospitals,

nursing schools and other ancillary premises (“Wockhardt Hospitals Acquisition”) and has entered into a Business Transfer Agreement

in connection with such acquisition. If the Wockhardt Hospitals Acquisition is completed, the aggregate consideration that will be

payable under the Business Transfer Agreement will be Rs.9,090 million, of which Rs.2,000 million will be invested from the Net

Proceeds of the Issue. The completion of the Wockhardt Hospitals Acquisition is subject to the fulfillment of certain closing conditions.

** If the Wockhardt Hospitals Acquisition is completed, it is proposed that Rs.5,590 million will be raised as debt funding, of which

Rs.5,000 million has been tied-up.

*** If the Wockhardt Hospitals Acquisition is completed, it is proposed that Rs.1,500 million of the amount from the Net Proceeds deployed

in respect of general corporate purposes will be utilized for such acquisition.

On August 18, 2009, the Company received Rs.4,200 million from FHHL, a Promoter company, as advance share application money towards FHHL’s Rights Entitlement (the “Advance Share Application Money”). Of the Advance Share Application Money (i) Rs.2,000 million has been deployed towards investment by the Company in its Subsidiary, FHTL, for the construction and development by FHTL of a greenfield hospital project in Gurgaon, Haryana; (ii) Rs.1,460 million has been deployed towards the repayment and prepayment of certain short term loans availed by the Company from HSBC Limited, RHCHPL, OIL and IndusInd Bank and (iii) Rs.740 million has, pending utilization, been deployed towards temporary investment in interest bearing liquid investments and instruments. By a certificate dated August 27, 2009, S.R. Batliboi & Co., Chartered Accountants, the statutory auditors of the Company, have certified a cash flow statement in relation to the receipt and deployment of the Advance Share Application Money from August 18, 2009 up to August 20, 2009, the details of which are set out below:

(Rs. in million) Particulars

Amount

Cash flows from financial activities: Advance amount brought in by Fortis Healthcare Holding Limited 4,200 Less: Repayment of debt owed by our Company (A) IndusInd Bank (500) (B) Hong Kong & Shanghai Banking Corporation Limited (HSBC) (250) (C) Oscar Investment Limited (610) (D) RHC Holding Private Limited (100) Sub-total (1,460)

Net cash generated from financing activities (A) 2,740

Cash flows from investing activities:

Share application money in Fortis Hospotel Limited for proposed equity investment (2,000) Net cash used in investing activities (B) (2,000)

Net changes in cash and cash equivalents (A+B) 740

Cash and cash equivalents at the end as of August 20, 2009 Investing in mutual fund units 740

1. Investment in FHTL to finance the construction and development by FHTL of a greenfield hospital

project, Gurgaon, Haryana (the “Greenfield Hospital Project”) The Company proposes to invest Rs.2,000 million of the Net Proceeds in its Subsidiary, FHTL, for the construction and development by FHTL of the Greenfield Hospital Project. The Greenfield Hospital Project comprises the construction of a 350 bed hospital along with other modern infrastructure and facilities and is expected to be completed during the third quarter of Fiscal 2011. The hospital is proposed to be set up over 10.81 acres of land and it is proposed that the hospital will provide healthcare services to patients with “Centers of Excellence” in oncology, trauma, pediatrics, mother and child care, cosmetology, cardiac sciences, gastroenterology, neuro-sciences and renal care.

45

In connection with the investment by the Company in FHTL from the Net Proceeds, it is proposed that FHTL will issue equity shares to the Company. Although the Company is not assured of dividends pursuant to such investment, the Company believes that such investment is in line with its strategy of expansion. For details of FHTL’s restated summary financial statements on an unconsolidated basis, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. A. Project Cost As per management estimates, the cost of the Greenfield Hospital Project is Rs.4,500 million. A detailed break-down of the cost is set forth in the following table:

(Rs. in million) Particulars

Amount

Land and related costs 185.82 Civil works, interiors, site development and consultancy fees 1,482.38 Engineering services 569.30 Hospital engineering and support services 221.80 Information technology 27.00 Telemedicine facility 1.80 Vehicles (including ambulances and staff transport vehicles) 6.90 Pre-operative and preliminary expenses 90.80 Medical equipment 640.00 Finance cost, margin money and cash losses 1,274.20 Total 4,500.00

Pursuant to a letter of allotment dated December 17, 2004, the Haryana Urban Development Authority (the “HUDA”) allotted land measuring 10.81 acres on a freehold basis to Fortis Heart & Multi Speciality Hospital - Mohali for a consideration of Rs.185.82 million for the Greenfield Hospital Project. Subsequently, pursuant to a letter dated January 3, 2006, the HUDA permitted a change of ownership of the land in favor of FHTL (previously, Oscar Bio-Tech Private Limited). The possession certificate dated May 28, 2007 issued by the HUDA is in the name of FHTL. In connection with the civil works and site development works, FHTL has executed: (i) an agreement dated January 20, 2006, with Rajinder Kumar Associates appointing them as architects for the Greenfield Hospital Project to provide architectural, structural, interior and landscaping and engineering services for a fee of Rs.87.10 million and (ii) an agreement dated February 15, 2008 with Bhayana Builders Private Limited for their appointment as the contractors for the execution of the civil work for the structure and external landscape for a sum of Rs.651.75 million. In connection with the interiors for the hospital, FHTL has executed (i) a letter of intent dated June 25, 2009 with Shah Granites Private Limited for the stone works for the lower and upper ground floors of the hospital for a fee of Rs.53.60 million; (ii) a letter of intent dated June 25, 2009 with M.S. Decorators Private Limited for the interiors, other than stone works, for the lower and upper ground floors of the hospital for a fee of Rs.54.09 million; (iii) a letter of intent dated July 27, 2009 with ASG & Co. for the façade works for the hospital for a fee of Rs.26.17 million and (iv) a letter of intent dated August 1, 2009 with M.S. Engineers (India) Limited for the facade works for the hospital, including aluminium windows and curtain glazing, for a fee of Rs.50 million. The Company has entered into a consultancy services agreement dated January 29, 2007 along with an addendum dated January 18, 2008 with McKinsey & Company, Inc., for the provision of advisory and consulting services, including in respect of the Greenfield Hospital Project. FHTL has executed a contract dated February 11, 2008 with Fairwood Project Management and Consultancy Services Private Limited for the provision of project management services to the Greenfield Hospital Project for a fee of Rs.23.60 million. In connection with the engineering works, FHTL has executed: (i) a letter of intent and notice to proceed dated November 14, 2008 with Blue Star Limited for the supply, installation, testing and commissioning of heating, ventilation, air conditioning and electrical systems for a fee of Rs.379.50 million and (ii) a letter of intent dated November 14, 2008 with D.S. Gupta Construction Private Limited for the supply, installation, testing and commissioning of the plumbing and fire fighting works for a fee of Rs.197.90 million.

46

As on date, FHTL has not obtained any quotation or placed orders for any machinery, medical and other equipment for the Greenfield Hospital Project, other than in relation to escalators and elevators. The medical equipment proposed to be purchased for the Greenfield Hospital Project and the cost of such medical equipment, as estimated by the Company’s management, is set out below:

(Rs. in million) Particulars of Medical Equipment (Department-wise)

Estimated Cost

Radiology and imaging (e.g., x-ray, CT scan, ultrasound, mammography) 222.40 Critical care (e.g., monitors, ventilators, image archiving monitors) 77.90 Cardiac sciences (e.g., cath lab, echo, ECG TMT, holter) 41.00 Operation Theater complex (e.g., OT light, OT table, anesthesia machine system, heart lung machine, operating microscope, endoscopy system, laproscopy system, harmonic scalpel, stereotactic frame, arthroscopy system, infusion pump, bronchoscope, fluid warming system, patient warming system)

224.10

Birthing center (e.g., delivery light, infant warmer, phototherapy, warming blankets, incubator) 8.50 Surgical instruments (e.g., cardiac, neurology, urology, orthopedic, plastic surgery, gynecology) 29.30 Organ function lab (e.g., EEG, EMG, Uro Dynamic System) 6.25 Others (e.g., lab, blood bank, physiotherapy, dialysis-RO system, dialysis machines, dental, ENT, metabolic disease)

30.5

Total 640.00

No second-hand equipment and machinery is proposed to be purchased from the Net Proceeds. For details of the approvals received in relation to the Greenfield Hospital Project, see the section titled “Government and Other Approvals” beginning on page 384 of this Letter of Offer. B. Means of Finance The estimated total cost of the Greenfield Hospital Project is Rs.4,500 million, of which Rs.2,500 million is proposed to be financed through debt and Rs.2,000 million is proposed to be financed from the Net Proceeds through equity investment by the Company in FHTL. In respect of the debt funding for the Greenfield Hospital Project, we have received a final sanction letter dated February 11, 2009 from RHC Holding Private Limited (“RHCHPL”), an NBFC registered with the RBI, for an amount of Rs.2,000 million. The terms and conditions of the abovementioned sanction letter are set out below:

Rate of Interest 1.50% above the State Bank of India BPLR, with monthly resets and interest spread reset option every 12 months. The first such reset will take place on the expiry of 24 months from the first disbursement

Security • First mortgage or charge on the entire fixed assets of the Greenfield Hospital Project, including mortgage of land

• First charge on all the bank accounts of the Greenfield Hospital Project, including the Project Revenue Account

• First charge on all cash receivables, present and future, of the Greenfield Hospital Project • Corporate guarantee of the Company

Pre-disbursement

Conditions • FHTL will create the security specified above • FHTL will bring in 50% of the equity funding • FHTL shall obtain the requisite approvals/permissions from the respective local authorities for the

building plans, land conversion, environmental impact assessment, etc., as applicable, required to commence construction and submit copies of such approvals/permissions

• The Company shall submit an undertaking to the effect that in case of cost overruns in the Greenfield Hospital Project, the Company shall bring in additional funds to meet the shortfall, in a form and manner acceptable to RHCHPL

Tenor and Repayment

Schedule

The tenor of the facility will be seven years The facility will be repaid in quarterly installments commencing from the third quarter of 2012 and ending in the last quarter of 2016 such that Rs.160 million, Rs.360 million, Rs.440 million, Rs.480 million and Rs.560 million shall be repaid by 2012, 2013, 2014, 2015 and 2016, respectively

Debt Service Reserve

Account (DSRA) and

Project Revenue

Account

A DSRA will be created equivalent to the average amount on the Rupee term loan obligations for one quarter (i.e., principal and interest) out of cash accruals/revenue flows within 27 months of operations, but no later than September 2013, and will be maintained throughout the tenor of the loan. Funds to meet any shortfall in the DSRA will be arranged by FHTL from sources acceptable to RHCHPL FHTL shall maintain a Project Revenue Account with a scheduled commercial bank in respect of the revenues/income from the Greenfield Hospital Project, including the revenues and operating expenses of the

47

hospital. The Project Revenue Account will be converted into a Default Escrow Account in case of any default by FHTL, which is not cured within two months of such default. FHTL will not create any charge on the Project Revenue Account, except in favor of lenders to the Greenfield Hospital Project, without the specific permission of RHCHPL and the hospital revenues will not be applied for any action/claim or losses of FHTL in any manner

Covenants FHTL shall pay penal interest at the rate of 3% per annum on the outstanding loan amount in the event of any deviation from certain specified financial ratios or in case of default in payment of any installment or interest due to RHCHPL or any other lender FHTL will also be subject to certain other covenants, including (i) no major change will be effected in FHTL’s management structure without the prior approval of RHCHPL and the Company will hold a minimum 51% equity interest in FHTL throughout the tenor of the loan; (ii) dividend cannot be paid without the prior approval of RHCHPL in case of any arrears or overdues in the term loan or interest payments; (iii) FHTL will not create, without the prior approval of RHCHPL, any charge on its assets during the currency of the loan and (iv) RHCHPL reserves the right to nominate a director on the board of FHTL in case of an event of default

Events of Default • Non-maintenance of the DSRA in the manner specified • Non-adherence to repayment obligations, including interest payment

Accordingly, the Company has made firm arrangements (as required under Regulation 4(2)(g) and Item (VII)(C)(1) of Part A of Schedule VIII to the SEBI Regulations) for financing at least 75% of the financing requirement of the Greenfield Hospital Project, excluding the proposed financing from the Net Proceeds or through existing identifiable internal accruals. Of the Advance Share Application Money, Rs.2,000 million has been paid by the Company to FHTL to subscribe for 50 million equity shares of FHTL of Rs.10 each, at a premium of Rs.30 per equity share (such subscription money, the “FHTL Subscription Amount”). As on August 20, 2009, FHTL had incurred expenditure of Rs.1,137.40 million, which was raised as debt by FHTL. By a certificate dated August 25, 2009, Hitesh Mahajan & Associates, Chartered Accountants, have certified the amounts outstanding as on August 20, 2009 and have confirmed that the debt raised by FHTL has been utilized for capital expenditure (land, civil works, site development, consultancy and other related expenditure) for the construction of the Greenfield Hospital Project. A part of the FHTL Subscription Amount has been used to repay and prepay and, in the case of the debt raised from FHL, will be used to repay and prepay, the debt raised by FHTL in respect of the Greenfield Hospital Project as set out below:

(Rs. in million)

Lender

Facility

Loan documentation

Amount

sanctioned

Amount

disbursed

Amount

outstanding

as on August

20, 2009

Amount repaid and

prepaid or to be

repaid and prepaid

from the FHTL

Subscription

Amount

YES Bank(1) Short term

bridge loan Sanction letter dated July 21, 2008 and loan agreement dated September 19, 2008

500.00 500.00 Nil 500.00

Oscar Investments Limited (“OIL”)(2)

Inter Corporate Deposits

Memorandum of Understanding dated November 1, 2008

400.00 400.00 Nil 400.00

RHCHPL (3) Inter Corporate Deposits

Memorandum of Understanding dated April 1, 2008

150.00 150.00 Nil 33.50

FHL(4) Inter Corporate Deposits

Memorandum of Understanding dated April 1, 2008

1,000.00 800.00 203.91 3.87*

Total 203.91 937.37

_____________

(1) For further details of the sanctioned facility and certain conditions specified therein, see the section titled “Financial Indebtedness”

beginning on page 305 of this Letter of Offer. FHTL has repaid the amount outstanding as on August 20, 2009 from the FHTL

Subscription Amount.

(2) The Inter Corporate Deposit (“ICD”) was unsecured. FHTL was required to pay OIL interest at the rate of 13% per annum on the

amount borrowed. The ICD was for a period of 180 days with an option for pre-maturity and renewal. Pursuant to an addendum dated

March 9, 2009 to the memorandum of understanding dated November 1, 2008, the ICD was to mature on September 30, 2009, with an

48

option for prepayment and renewal. FHTL has repaid the amount outstanding as on August 20, 2009 from the FHTL Subscription

Amount.

(3) The ICD was unsecured. FHTL was required to pay RHCHPL interest at the rate of 13% per annum on the amount borrowed. The ICD

was to mature by June 30, 2009. Pursuant to an addendum dated June 9, 2009 to the memorandum of understanding dated April 1,

2008, the maturity date was extended until September 30, 2009, with an option for prepayment and renewal. FHTL and RHCHPL had a

put and call option for the full or a part of the amount at any time during the currency of the loan. FHTL has repaid the amount

outstanding as on August 20, 2009 from the FHTL Subscription Amount.

(4) The ICD is unsecured. The ICD is for a period of one year with an option for pre-maturity and renewal. FHTL will pay the Company

interest at the rate of 2.50% per annum on the amount borrowed. Pursuant to an addendum dated April 1, 2009 to the memorandum of

understanding dated April 1, 2008, the ICD has been extended until March 31, 2010. A part of the amount outstanding as on August 20,

2009 will be repaid by FHTL from the FHTL Subscription Amount.

* The amount repaid by FHTL to the Company will be utilized to repay the debt/overdraft from Standard Chartered Bank outstanding as

on August 20, 2009.

C. Schedule of Implementation The proposed implementation schedule for the Greenfield Hospital Project is given below:

Particulars

Start Date

Expected Completion Date

Land acquisition - May 2007 Site development and building construction September 2007 July 2010 Medical equipment installation - July 2010 Interiors and related works September 2007 August 2010 Commercial launch - November 2010

D. Details of Amount Deployed As on August 20, 2009, FHTL has incurred expenditure of Rs.1,137.40 million (as per a certificate of Hitesh Mahajan & Associates, Chartered Accountants, dated August 25, 2009), which was raised as debt by FHTL. The details of such expenditure are set out below:

(Rs. in million)

Particulars

Expenditure incurred as on August 20,

2009

Land and related costs 185.82 Civil works, interiors, site development and consultancy fees 661.00 Engineering services 52.22 Hospital engineering and support services 0.29 Information technology - Telemedicine facility - Vehicles (including ambulances and staff transport vehicles) - Pre-operative and preliminary expenses 63.64 Medical equipment - Finance cost, margin money and cash losses 174.43 Total 1,137.40

E. Deployment Schedule The deployment schedule for the Greenfield Hospital Project is set out in the following table:

(Rs. in million)

Funds Deployed

Proposed Funds Deployment

Up to Fiscal 2009

Fiscal 2010

Fiscal 2011

Total

Amount Deployed as

on August 20, 2009

850.00 1,200.00 2,450.00* 4,500.00 1,137.40

_________ * This amount includes any margin money and cash losses that may be incurred after the expected commencement of commercial

operations of the Greenfield Hospital Project in November 2010.

2. Acquisitions and other strategic initiatives The Company proposes to invest Rs.2,000 million of the Net Proceeds in FHsL, a wholly owned Subsidiary, for the proposed acquisition of the business division of Wockhardt Hospitals Limited (“WHL”) relating to certain

49

hospitals, nursing schools and other ancillary premises (the “Wockhardt Hospitals Acquisition”). In addition, the Company proposes to invest Rs.1,500 million of the Net Proceeds allocated for general corporate purposes in FHsL for the Wockhardt Hospitals Acquisition. FHsL entered into a business transfer agreement dated August 24, 2009 with WHL and certain other entities in respect of the Wockhardt Hospitals Acquisition (the “Business Transfer Agreement”). The aggregate consideration in respect of the Wockhardt Hospitals Acquisition is approximately Rs.9,090 million. The completion of the Wockhardt Hospitals Acquisition is contingent upon the fulfillment of certain closing conditions specified in the Business Transfer Agreement. For details of the terms of the Business Transfer Agreement, including the closing conditions, see the section titled “The Wockhardt Hospitals Acquisition” beginning on page 117 of this Letter of Offer. Means of Finance Of the aggregate consideration in respect of the Wockhardt Hospitals Acquisition of approximately Rs.9,090 million, Rs.2,000 million is proposed to be financed from the Net Proceeds through equity investment by the Company in FHsL. In addition, Rs.1,500 million is proposed to be financed from the Net Proceeds allocated for general corporate purposes through subscription by the Company of compulsorily convertible debentures of FHsL. FHsL proposes to raise Rs.5,590 million through debt funding, of which Rs.5,000 million has been tied-up. The means of finance of the Wockhardt Hospitals Acquisition is set forth below:

Means of Finance

Amount (in Rs. million)

Equity investment in FHsL through Net Proceeds 2,000 Subscription by the Company for compulsorily convertible debentures issued by FHsL through the Net Proceeds allocated to general corporate purposes

1,500

Debt funding 5,590 Total 9,090

In respect of the issue of compulsorily convertible debentures, the Company and FHsL have executed a term sheet, the terms and conditions of which are set out below:

Instrument Indian rupees denominated zero percent compulsorily convertible debenture of face value up to a maximum amount of Rs.1,00,00,000 each issued at par

Issue/Investment Amount Up to a maximum amount of Rs.1,500 million in one more or tranches Interest 11% payable annually in cash or in kind at the option of FHsL Maturity Six years from the date of issue Conversion

The principal amount of Rs.1,500 million in respect of the convertible debentures originally issued shall be compulsorily converted into FHsL’s fully-diluted equity as of the closing of the scheme. The conversion shall be as per the applicable rules using the conversion price

Conversion Price The conversion price is computed as the average of the EBITDA multiple prevailing in the industry for the immediate previous 12-month period and net asset value of FHsL. The valuation shall be carried out by a renowned firm of Chartered Accountants / Professional Valuers “Net Asset Value” is defined as: Fixed Assets + Goodwill + Current Assets – Current Liabilities – Debt

Meeting of Holders:

Voting

All actions taken by the holders of the convertible debenture must be taken at a duly notified meeting of the holders. Meetings may be called upon by giving not less than 15 business days’ notice. A quorum will consist of two or more holders present in person or by proxy at meeting

Events of Default Failure to pay principal at maturity Amendment to the

Condition of Issue

The terms of the issue can be changed by both the parties mutually agreeing to such change

Although the Company is not assured of dividends pursuant to such investment, the Company believes that such investment is in line with its strategy of expansion. In respect of the debt funding for the acquisition of hospital assets (i) the Company has received a final sanction letter dated June 16, 2009 from Axis Bank for an amount of Rs.2,000 million, along with a letter dated August 25, 2009 extending the validity of the sanction letter up to December 31, 2009; (ii) IHL has received a final sanction letter dated June 2, 2009 from L&T Finance Limited for an amount of Rs.800 million, along with a letter dated August 24, 2009 extending the validity of the sanction letter until November 30, 2009; (iii) IHL has received a final sanction letter dated June 2, 2009 from L&T Infrastructure Finance Company Limited for an amount of Rs.1,200 million, along with a letter dated August 24, 2009 extending the validity of the sanction letter until November 30, 2009 and (iv) the Company has received a final sanction letter dated July 9, 2009 from IndusInd

50

Bank Limited for an amount of Rs.1,000 million, along with a letter dated August 25, 2009 modifying the disbursement schedule. In respect of the facilities sanctioned by L&T Finance Limited and L&T Infrastructure Finance Company Limited, the lenders have confirmed that the borrowing entity of such facilities will be finalized at an appropriate time in the future. The sanction letter from IndusInd Bank Limited specifies any of the Company, EHIRCL, EHRCL, EHSSIL, EHSSHL, IHL and any new subsidiary or special purpose vehicle formed for purposes of the acquisition as the borrower. The terms and conditions of the abovementioned sanction letters are set out below: Axis Bank

Rate of Interest 4.25% below Axis Bank’s PLR. Interest rate to be reset after one year of disbursal Security • First pari passu charge on the movable and immovable assets to be acquired. Minimum asset cover

of 1.50 • Corporate guarantee of the Company (in case of SPV funding)

Pre-disbursement

Conditions

• Equity money to be arranged upfront and parked in an escrow account • Financial closure to be achieved before disbursement • Funds to be released directly to the seller through an escrow account • The bank, in consultation with other participating lenders, shall appoint a security trustee and take

possession of the title deeds pertaining to the immovable assets • The Company shall carry out technical, financial and legal due diligence on the assets to be

acquired and shall satisfy the bank on such due diligence • The Company shall provide details of the transaction specified in the sanction letter three working

days prior to the disbursement of the facility Post-disbursement

Conditions • Detailed financial projections to be submitted within 10 working days of the transaction • Process of security creation to be completed within 30 days from the date of disbursement • Chartered Accountant’s certificate on end-use of funds to be provided within 30 days from the date

of the transaction Tenor and Repayment

Schedule

The tenor of the facility is seven years (with a one year moratorium). Call/put option within one year from the date of disbursement The tenor and the repayment schedule is to be finalized after a detailed appraisal of the assets to be acquired has been completed and the lender is satisfied in respect of their financial viability

Covenants • Debt to equity ratio not to exceed 1.50 • Term loan to be disbursed only for the purchase of assets and not for acquiring shares or

debentures, extending loans to subsidiary companies or associates, making inter-corporate deposits or for any speculative purposes

• During the currency of the facility, the borrower will not, without the prior written permission of the lender (i) conclude any fresh secured or unsecured borrowing arrangement or create any charge over its fixed assets; (ii) undertake any expansion or fresh project or acquire fixed assets or acquire fixed assets (other than normal capital expenditure); (iii) invest by way of share capital in or lend or advance to or place deposits with any other concern; (iv) formulate any scheme of amalgamation or reconstruction with any other borrower or acquire any borrower; (v) undertake guarantee obligations on behalf of any other borrower or any third party; (vi) declare dividend for any year except out of profits relating to that year after making necessary provisions, provided that no default had occurred in any repayment obligation; (vii) make any repayment of the loans and deposits and discharge other liabilities, except as shown in the fund flow statement submitted from time to time and (viii) make any change in the management set-up

Other Conditions • The lender reserves the right to withhold disbursement of the loan at any time if, in its opinion, there occurs any event that adversely affects the viability of the project or there has been an event of default under any agreement, memorandum of understanding or other document executed by the borrower for the purpose of the project, including but not limited to the loan agreement

• In case any condition is stipulated by any other lender that is more favorable to them than the terms stipulated by the bank, the bank shall have the discretion to apply to this facility such equivalent conditions as bring its facility at par with those of the other lenders

L&T Finance Limited

Rate of Interest 3.75% below L&T Infra’s PLR Security • First pari passu charge on the movable and immovable assets acquired by the borrower with an

asset cover of 1.2 times • Corporate guarantee of the Company • Pledge of the shares of the Company to the extent of at least 1.5 times the facility amount. The

shares pledged are to be valued every three months based on the average of the previous three months’ daily closing trading price or the current price, whichever is lower. In the event that the market value of shares pledged falls below 90% of the required coverage, the Company will be required, within three business days, to pledge such additional shares as may be required to restore

51

the value of the abovementioned cover. The pledge of the shares of the Company will get extinguished once a charge is created on the acquired assets

• Demand promissory note from the borrower Tenor and Repayment The tenor of the facility is one year, including a moratorium of eight months from the date of the first

disbursement. The borrower shall have a put option at the end of the sixth and ninth month from the date of the first disbursement and is required to give 15 days’ written notice prior to exercising the put option Repayment in four equal monthly installments of Rs.200 million each commencing from March 1, 2010

Covenants • The Company is required to maintain management control in the borrower • The borrower is required to maintain adequate insurance of the acquired assets as per the best

industry practices • The borrower shall not repay any of the unsecured loans so long as any dues are outstanding to the

lender Other Conditions • In case the borrower does not create or perfect the security within a period of 120 days from the

date of the first disbursement under the facility, an additional interest of 1% p.a. from the 121st day from the date of the first disbursement will be charged, prospectively

• The borrower is required to provide an end-use certificate within 30 days from the date of the first disbursement

• Within 45 days from the date of the first disbursement, the borrower is required to furnish an acknowledged copy of the application submitted to the Income Tax Department seeking permission under the IT Act to create a mortgage

• Any premature prepayment will be permitted only after payment of a prepayment premium of 2% p.a., except in the event that the borrower has paid the facility in exercise of the put option

L&T Infrastructure Finance Company Limited

Rate of Interest 3.75% below L&T Infra’s PLR Security • First pari passu charge on the movable and immovable assets acquired by the borrower with an

asset cover of 1.2 times • Corporate guarantee of the Company • Pledge of the shares of the Company to the extent of at least 1.5 times the facility amount. The

shares pledged are to be valued every three months based on the average of the previous three months’ daily closing trading price or the current price, whichever is lower. In the event that the market value of shares pledged falls below 90% of the required coverage, the Company will be required, within three business days, to pledge such additional shares as may be required to restore the value of the abovementioned cover. The pledge of the shares of the Company will get extinguished once a charge is created on the acquired assets

• Demand promissory note from the borrower Tenor and Repayment The tenor of the facility is one year, including a moratorium of eight months from the date of the first

disbursement. The borrower shall have a put option at the end of the sixth and ninth month from the date of the first disbursement and is required to give 15 days’ written notice prior to exercising the put option Repayment in four equal monthly installments of Rs.300 million each commencing from March 1, 2010

Covenants • The Company is required to maintain management control in the borrower • The borrower is required to maintain adequate insurance of the acquired assets as per the best

industry practices • The borrower shall not repay any of the unsecured loans so long as any dues are outstanding to the

lender Other Conditions • In case the borrower does not create or perfect the security within a period of 120 days from the

date of the first disbursement under the facility, an additional interest of 1% p.a. from the 121st day from the date of the first disbursement will be charged, prospectively

• The borrower is required to provide an end-use certificate within 30 days from the date of the first disbursement

• Within 45 days from the date of the first disbursement, the borrower is required to furnish an acknowledged copy of the application submitted to the Income Tax Department seeking permission under the IT Act to create a mortgage

• Any premature prepayment will be permitted only after payment of a prepayment premium of 2% p.a., except in the event that the borrower has paid the facility in exercise of the put option

IndusInd Bank Limited

Rate of Interest The rate of interest will be finalized at the time of drawdown. The interest rate is to be reset at the end of one year from the date of the first disbursement and annually thereafter

Security • Pari passu first charge on all movable and immovable assets acquired • Equitable mortgage on the land and building of Fortis Escorts Hospital – Faridabad, with a market

value of approximately Rs.987.40 million • Pledge of the Equity Shares held by the Promoters in the Company, with a market value of Rs.750

million. If the market value of the Equity Shares falls to Rs.600 million, the lender will issue a top

52

up call, which is required to be met by the borrower within 72 hours of such notice. If the borrower fails to meet the top up call or the market value of the shares fall to Rs.500 million, the lender may, in its discretion and without further intimation, dispose of the pledged Equity Shares

• Corporate guarantee of the Company Pre-disbursement

Conditions

The pre-disbursement conditions include: • An undertaking to be obtained to infuse equity of Rs.10,000 million into the company by March

31, 2010 • Undertaking to be provided by the Company to intimate the lender of any pledge of the Promoter’s

shareholding in the Company, going forward Post-disbursement

Conditions

• Perfection of charge on all movable and immovable fixed assets of the Company within four months from the date of the facility agreement

• Intimation from the Company to the lender of proposed investments in subsidiaries or group companies, lending to subsidiaries or group companies or assuming contingent liabilities on behalf of subsidiaries or group companies for an amount in excess of Rs.250 million

• In an event of default, no dividends can be paid without the written consent of the lender • A certificate is to be provided from the statutory auditors or a chartered accountant within one

month of each drawdown, certifying that funds have been utilized for the acquisition of fixed assets

• An undertaking is to be provided by the Company that the facility will not be utilized for investment in subsidiaries, group companies, real estate or capital markets transactions

Tenor and Repayment

Schedule

The tenor of the facility is three years, including a moratorium of 12 months The facility is repayable in eight quarterly installments of Rs.125 million each. The first installment is due at the end of the 12th month from the date of the first disbursement. Annual repayment is as follows: Financial Year 2010-2011: Rs.250 million Financial Year 2011-2012: Rs.500 million Financial Year 2012-2013: Rs.250 million A put and call option is exercisable by both the parties at the end of one year from the date of disbursement, with seven days’ prior notice from either party

Covenants • The ratio of debt to EBITDA should be less than or equal to 3.5 times from financial year 2011 onwards

• The ratio of debt to net worth should be less than or equal to 1.5 times • The minimum immovable fixed asset cover should be 1x • The Promoters are required to maintain a minimum shareholding of 51% in the Company • Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh should continue to be directors of

the Board of the Company and hold a majority of the Equity Shares in the Company, directly or indirectly

• The borrower shall not, without the prior written approval of the lender (i) effect any change in its capital structure; (ii) formulate any scheme of amalgamation or reconstitution; (iii) undertake any new project or scheme without obtaining the prior consent of the lender, unless the expenditure on such expansion, etc., is covered by the borrower’s net cash accruals after providing for dividends, investments, etc. or from long term funds received for financing such new projects or expansion; (iv) invest by way of share capital in, lend or advance funds to or place deposits with any other concern; (v) enter into secured or unsecured borrowing arrangements with any other bank, financial institution, company or otherwise; (vi) undertake any guarantee obligations and (vii) declare dividends for any year, except out of the profits relating to that year

• The borrower’s ancillary business, foreign exchange business and deposits should be routed through the lender, at least in proportion to the limits sanctioned by the lender to the borrower

• Money brought in by the principal shareholders, directors or depositors is not permitted to be withdrawn without the lender’s consent

• The borrower should not make any drastic change in its management set up without the lender’s permission

• The lender should be kept informed of any event likely to have a substantial effect on the production, sales, profits, etc. of the borrower

• The lender should be kept informed of any circumstances adversely affecting the financial position of the subsidiaries of the borrower, including any action taken by any creditor against any of the subsidiaries

Other Conditions • An undertaking from the Company, signed by Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, is required stating that in case of a shortfall in the projected cash flow for any reason, the facility will be repaid from other resources of the Promoters

• The borrower is required to maintain a minimum net working capital of 25% of its current assets • No charge should be created on any or all of the properties or assets of the borrower without the

consent of the lender

Accordingly, the Company has made firm arrangements (as required under Regulation 4(2)(g) and Item (VII)(C)(1) of Part A of Schedule VIII to the SEBI Regulations) for financing at least 75% of the financing requirement of the Wockhardt Hospitals Acquisition, excluding the proposed financing from the Net Proceeds or through existing identifiable internal accruals.

53

In respect of the remaining Rs.590 million, no firm arrangement has been made. In the event that one or more of the closing conditions specified in the Business Transfer Agreement are not fulfilled or waived, the Wockhardt Hospitals Acquisition will be unsuccessful and the Company will need to identify other target companies that offer a strong strategic fit for purposes of future acquisitions, either directly by the Company or indirectly through any of the Subsidiaries. 3. Redemption of Preference Shares (Class C), along with the premium on such redemption The Company issued an aggregate of 13.35 million Preference Shares (Class C) of which 13.20 million Preference Shares (Class C) were subscribed and paid-up. Of the 13.20 million Preference Shares (Class C), 11.75 million Preference Shares (Class C) aggregating Rs.2,660 million, which were allotted on October 19, 2007, December 19, 2007 and June 30, 2008, were due for redemption on various dates. For details of the allotment of the Preference Shares (Class C), see the section titled “Capital Structure” beginning on page 26 of this Letter of Offer. The terms of issue of the Preference Shares (Class C) permit early redemption of the Preference Shares (Class C), in full or in part, by giving a prior notice of 10 days. Pursuant to notices dated August 3, 2009 and a notice dated August 10, 2009, the holders of the Preference Shares (Class C) exercised their option of early redemption. On August 18, 2009, the redemption of 8,554,000 Preference Shares (Class C) was approved, along with the redemption premium, for an aggregate redemption value of Rs.2,964.76 million. The face value of the 8,554,000 Preference Shares (Class C) was redeemed from the issue of 260,000 Preference Shares (Class C) at a premium of Rs.9,990 to FHHL on August 18, 2009. For details of the allotment of the 260,000 Preference Shares (Class C), see the section titled “Capital Structure” beginning on page 26 of this Letter of Offer. The premium on the 8,554,000 Preference Shares (Class C) was redeemed from the amount outstanding in the securities premium account. The terms of issue of the 260,000 Preference Shares (Class C) permit early redemption. The 260,000 Preference Shares (Class C) are proposed to be redeemed to the extent of Rs.2,600 million from the Net Proceeds. The balance of the redemption amount is proposed to be redeemed from the securities premium account. 4. Repayment and prepayment of existing short term loans of the Company The Company has entered into various financing arrangements with a number of lenders. These arrangements include fund based and non fund based facilities. The Company proposes to utilize Rs.1,709.99 million from the Net Proceeds towards the repayment and prepayment of certain short term loans, of which Rs.1,460.00 million has been repaid from the Advance Share Application Money, in the following manner:

(Rs. in million)

Lender

Facility

Loan documentation

Amount

sanctioned

Amount

disbursed

Interest

rate per

annum

(%)

Amount

outstandi

ng as on

August

20, 2009*

Amount repaid and

prepaid/to be

repaid and prepaid

from the Net

Proceeds

Punjab National Bank

Short term loan

Agreement dated June 5, 2008 and sanction letter dated March 11, 2008

500.00 500.00 12.00 Nil Nil^

Commercial Paper guaranteed by Axis Bank(1)

Short term loan

Sanction letter dated August 27, 2007

250.00 250.00 5.75** 250.00 250.00

HSBC Limited(2)

Working capital demand loan

Agreement dated April 12, 2006

500.00 380.00 7.35 and 7.30***

130.01 249.99^^

RHCHPL(3) Inter Corporate Deposit

Memorandum of Understanding dated January 6, 2009

100.00 100.00 12.50 Nil 100.00^^

OIL(4) Inter Corporate Deposit

Memorandum of Understanding dated March 5, 2009

610.00 610.00 12.00 Nil 610.00^^

54

Lender

Facility

Loan documentation

Amount

sanctioned

Amount

disbursed

Interest

rate per

annum

(%)

Amount

outstandi

ng as on

August

20, 2009*

Amount repaid and

prepaid/to be

repaid and prepaid

from the Net

Proceeds

IndusInd Bank(5)

Short term line of credit

Agreement dated July 8, 2008 (pursuant to a sanction letter dated June 30, 2008)

1,000.00 500.00 7.35 to 9.05***

40.00 500.00^^

Total 1,709.99 _____________

* By a certificate dated August 25, 2009, Hitesh Mahajan & Associates, Chartered Accountants, have certified the amounts outstanding as

on August 20, 2009.

^ The short term loan from Punjab National Bank was repaid to the extent of Rs.250 million from the working capital demand loan raised

from HSBC and to the extent of Rs.250 million from the issuance of Commercial Paper.

^^ The Company has repaid these facilities from the Advance Share Application Money.

** Negotiated rate of interest.

*** Rates of interest negotiated at the time of drawdown.

(1) For further details of the sanctioned facility and certain conditions specified therein, see the section titled “Financial Indebtedness”

beginning on page 305 of this Letter of Offer.

(2) For further details of the sanctioned facility and certain conditions specified therein, see the section titled “Financial Indebtedness”

beginning on page 305 of this Letter of Offer.

(3) The ICD was unsecured. With effect from July 1, 2009, the Company was required to pay RHCHPL interest at the rate of 11.00% per

annum on the amount borrowed. Pursuant to a memorandum of understanding dated March 2, 2009, the tenor of the ICD was extended

and the ICD was to mature on June 30, 2009. Pursuant to an addendum dated June 25, 2009 to the memorandum of understanding

dated March 2, 2009, the maturity date was extended to November 30, 2009, with an option for pre-payment and renewal. The Company

and RHCHPL had a put and call option for the full or part of the loan amount at any time during the currency of the loan.

(4) The ICD was unsecured. With effect from July 1, 2009, the Company was required to pay OIL interest at the rate of 11.00% per annum

on the amount borrowed. The ICD was to mature on June 30, 2009. Pursuant to an addendum dated June 25, 2009 to the memorandum

of understanding dated March 5, 2009, the maturity date was extended to November 30, 2009, with an option for pre-payment and

renewal. The Company and OIL had a put and call option for the full or part of the loan amount at any time during the currency of the

loan.

(5) This is a revolving credit facility between the Company and five of its Subsidiaries, namely, Escorts Heart Institute and Research Centre

Limited, Escorts Hospital and Research Centre Limited, Escorts Heart and Super Speciality Institute Limited, Escorts Heart and Super

Speciality Hospital Limited and International Hospital Limited. For further details of the sanctioned facility and certain conditions

specified therein, see the section titled “Financial Indebtedness” beginning on page 305 of this Letter of Offer.

The repayment of loans from the Net Proceeds will assist the Company in reducing its interest burden. None of the Company’s financing arrangements contain provisions relating to prepayment penalties, and covenants preventing any prepayment of other debts. 5. General Corporate Purposes In addition to the abovementioned objectives, the Company also intends to utilize a part of the Net Proceeds for general corporate purposes including for initial development expenses for new business opportunities, setting up new offices and further acquisitions. The Company proposes to utilize Rs.1,500 million of the Net Proceeds deployed for general corporate purposes for the Wockhardt Hospitals Acquisition. For details, see “– Acquisitions and other strategic initiatives” above of this section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer. The Wockhardt Hospitals Acquisition is subject to the fulfillment of certain closing conditions. The Company may utilize the balance of the Net Proceeds and, in the event that the Wockhardt Hospitals Acquisition is unsuccessful, a part of the Net Proceeds, for other corporate purposes with the approval of the Board, which the Company in the ordinary course may not foresee, and which may include but are not limited to brand building, investment in information technology upgradation, strategic investments or acquisition opportunities, increasing or maintaining its stake in any of its present or future subsidiaries or joint ventures. The Net Proceeds will not be used to meet the Company’s working capital requirements, as those will be met through

55

internal accruals. Issue Expenses The Issue related expenses include, inter alia, Issue management fees, printing and distribution expenses, legal fees, advertisement expenses and registrar and depository fees. Expenses related to the Issue will be borne by the Company. The Company intends to utilize approximately Rs.130.00 million from the gross proceeds of the Issue towards the Issue expenses.

A detailed breakdown of the Issue expenses is set forth in the table below:

Activity Expense

Estimated Amount

(Rs. in million)

Percentage of total

Issue expenses (%)

Percentage of total

Issue size (%)

Fees of the Lead Manager, Registrar, Bankers to the Issue, legal advisor and for other professional services

11.00 8.46 0.11

Advertising, traveling and marketing expenses 103.00 79.23 1.03 Printing and stationery expenses 16.00 12.31 0.16 Total 130.00 100.00 1.30

Appraisal Report The projects for which the Net Proceeds will be utilized have not been financially appraised and the estimated costs of the projects mentioned above are based on estimates of the Company’s management and the consideration payable under the contracts already executed. Interim Use of Proceeds The management of the Company, in accordance with the policies set up by the Board, will have flexibility in deploying the Net Proceeds. Pending utilization for the purposes described above, the Company intends to temporarily invest the funds in interest bearing liquid investments and instruments, including money market mutual funds and deposits with banks and corporates, excluding Promoter Group entities. Such investments will be in accordance with investment policies approved by the Board from time to time. The Company confirms that pending utilization of the Net Proceeds, it shall not invest the Net Proceeds in the equity market. Bridge Loan Facilities The Company has not availed of any bridge loan to be repaid from the Net Proceeds. However, FHTL has availed of bridge loans from YES Bank, OIL, RHCHPL and the Company. As on August 20, 2009, there was no amount outstanding in respect of the YES Bank, OIL and RHCHPL facilities. Rs.500 million, Rs.400 million and Rs.33.50 million, respectively, in respect of the YES Bank, OIL and RHCHPL facilities was repaid from the Advance Share Application. A part of the bridge loan with the Company will also be repaid from the Advance Share Application Money. By a certificate dated August 25, 2009, Hitesh Mahajan & Associates, Chartered Accountants, have confirmed that the bridge loans raised by FHTL have been utilized for capital expenditure (land, civil works, site development, consultancy and other related expenditure) for the construction of the Greenfield Hospital Project. Monitoring of Utilization of Funds The Board and the Rural Electrification Corporation Limited, the Monitoring Agency appointed for this purpose, will monitor the utilization of the proceeds of the Issue. The Company will disclose the utilization of the proceeds of the Issue under a separate head in its balance sheet until the Issue proceeds remain unutilized and to the extent required under applicable law and regulation, clearly specifying the purposes for which such proceeds have been utilized. The Company will also, in its balance sheet for the relevant Fiscal periods, provide details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue.

56

Except for the utilization of a part of the Net Proceeds towards (i) repayment and prepayment of the loans granted by OIL and RHCHPL to FHTL; (ii) repayment and prepayment of the loans granted by OIL and RHCHPL to the Company and (iii) redemption of 260,000 Preference Shares (Class C) held by FHHL, along with the premium on such redemption, no part of the Net Proceeds will be paid by the Company as consideration to the Promoters, members of the Promoter Group, Directors or key managerial employees. Proceeds from the Exercise of the Detachable Warrants The Company, as approved by the Board from time to time, will utilize funds raised, if any, through the exercise of the Detachable Warrants towards general corporate purposes. For further details in relation to the Detachable Warrants, see the section titled “Terms and Procedure of the Issue” beginning on page 422 of this Letter of Offer. In the event that the Detachable Warrants proposed to be issued are not exercised by the Warrant Holders within the Notice Period notified by the Company for the exercise of the Detachable Warrants, then such Detachable Warrants shall lapse and the proceeds from the Detachable Warrants will reduce to the extent of any lapsed Detachable Warrants. In such eventuality, the balance of the amount required for financing the setting up of new hospitals and for the other purposes as specified above shall be part financed from internal accruals or debt or proceeds from the further issue of securities as approved by the Board. In case the actual funds requirement is higher than the total funds raised through the exercise of the Detachable Warrants, the Company intends to use internal accruals or debt or proceeds from the further issue of securities as approved by the Board. The Company intends to utilize proceeds from the exercise of the Detachable Warrants for any of the purposes specified above. Further, if the Company deploys some or the entire amount towards any of the purposes specified above from internal accruals or debt before the exercise of the Detachable Warrants, it will recoup such amount from the proceeds of the Detachable Warrants.

57

BASIS FOR THE ISSUE PRICE

The Issue Price has been determined by the Company, in consultation with the Lead Manager, on the basis of

market conditions and on the basis of the following quantitative and qualitative factors. The information

presented in this section for Fiscal 2007, 2008 and 2009 is derived from the Company’s restated consolidated and

unconsolidated summary financial statements, prepared in accordance with Indian GAAP and the Companies Act

and restated in accordance with the SEBI Regulations. You should read the following summary with the sections

titled “Risk Factors”, “Our Business” and “Financial Statements” beginning on pages viii, 76 and F-1,

respectively, of this Letter of Offer, to get a more informed view before making an investment decision. The

trading price of the Equity Shares could decline and you may lose all or part of your investments.

Qualitative Factors We believe that the competitive strengths set out below distinguish us from our peers and provide us with opportunities to grow our business. These qualitative factors may form the basis for computing the Issue Price:

o Skilled doctors dedicated to quality patient care o Adherence to high standards of protocol o Modern, patient-centric hospital facilities o Cost-effective business model o Depth of coverage o Proven ability to develop facilities o Professionally managed administration o Brand equity

For a detailed discussion on the above factors, see the section titled “Our Business” beginning on page 76 of this Letter of Offer. Quantitative Factors Some of the quantitative factors which may form the basis for computing the Issue Price are as follows: 1. Weighted Average Earnings Per Share (“EPS”)

On a restated unconsolidated basis:

Financial Period

Basic EPS (Rs.)

Diluted EPS (Rs.)

Weight

Fiscal 2007 (2.92) (2.92) 1 Fiscal 2008 0.12 0.12 2 Fiscal 2009 (0.19) (0.19) 3 Weighted Average (0.54) (0.54)

____________

Note: (i) Basic EPS has been calculated as per the following formula:

(Net profit/(loss) after tax, as restated, attributable to Equity Shareholders)/(Weighted average number of Equity Shares

outstanding during the year)

(ii) Diluted EPS has been calculated as per the following formula:

(Net profit/(loss) after tax, as restated, attributable to Equity Shareholders)/(Weighted average number of diluted Equity Shares

outstanding during the year)

(iii) Net profit/(loss), as appearing in the restated summary statement of profits and losses for the respective years, has been

considered for the purpose of computing the above ratios.

(iv) EPS has been calculated in accordance with Accounting Standard 20 – “Earnings per share” issued by the Institute of

Chartered Accountants of India.

On a restated consolidated basis:

Financial Period

Basic EPS (Rs.)

Diluted EPS (Rs.)

Weight

Fiscal 2007 (6.20) (6.20) 1 Fiscal 2008 (1.65) (1.65) 2 Fiscal 2009 0.58 0.58 3

58

Financial Period

Basic EPS (Rs.)

Diluted EPS (Rs.)

Weight

Weighted Average (1.29) (1.29) ____________

Note: (i) Basic EPS has been calculated as per the following formula:

(Net profit/(loss) after tax, as restated, attributable to Equity Shareholders)/(Weighted average number of Equity Shares

outstanding during the year)

(ii) Diluted EPS has been calculated as per the following formula:

(Net profit/(loss) after tax, as restated, attributable to Equity Shareholders)/(Weighted average number of diluted Equity Shares

outstanding during the year)

(iii) Net profit/(loss), as appearing in the restated summary statement of profits and losses for the respective years, has been

considered for the purpose of computing the above ratios.

(iv) EPS has been calculated in accordance with Accounting Standard 20 – “Earnings per share” issued by the Institute of

Chartered Accountants of India.

2. Price/Earnings Ratio (“P/E”) in relation to the Issue Price of Rs.110

a. P/E based on EPS of Rs.(0.19) for Fiscal 2009 (restated unconsolidated) N.A. b. P/E based on weighted average EPS of Rs.(0.54) (restated unconsolidated) N.A.* c. P/E based on EPS of Rs.0.58 for Fiscal 2009 (restated consolidated) 189.65 times d. P/E based on weighted average EPS of Rs.(1.29) (restated consolidated) N.A.*

________

* As the Company has negative weighted average EPS, the P/E ratio cannot be calculated.

Industry P/E*

a. Highest 24.20 times b. Lowest 9.70 times c. Industry composite 20.90 times

________

* Source: Capital Market, Volume: XXIV/13 Aug 24 – Sep 05, 2009 (Industry: Healthcare).

3. Weighted Average Return on Net Worth (“RONW”) On a restated unconsolidated basis:

Financial Period

Average RONW (%)

Weight

Fiscal 2007 (11.37) 1 Fiscal 2008 0.30 2 Fiscal 2009 (0.53) 3 Weighted Average (2.06)

___________

Note: (i) Average RONW has been calculated as per the following formula:

(Net profit/(loss) after tax, as restated)/(Net worth, as restated, at the end of the year)

(ii) Net worth means Equity Share capital + Preference Share capital + share application money pending allotment + reserves and

surplus (excluding amalgamation reserves) - miscellaneous expenditure not written off or adjusted - debit balance in the profit

and loss account.

On a restated consolidated basis:

Financial Period

Average RONW (%)

Weight

Fiscal 2007 (30.35) 1 Fiscal 2008 (4.91) 2 Fiscal 2009 1.91 3 Weighted Average (5.74)

___________

Note: (i) Average RONW has been calculated as per the following formula:

(Net profit/(loss) after tax, as restated)/(Net worth, as restated, at the end of the year)

(ii) Net worth means Equity Share capital + Preference Share capital + share application money pending allotment + reserves and

surplus (excluding amalgamation reserves) - miscellaneous expenditure not written off or adjusted - debit balance in the profit

and loss account.

59

For a discussion on the factors relating to the performance of the Company in Fiscal 2009 as compared to Fiscal 2008, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 275 of this Letter of Offer.

4. Minimum Return on Increased Net Worth required to maintain pre-Issue EPS for the year ended March 31, 2009:

Based on restated unconsolidated financial statements: (0.34)% Based on restated consolidated financial statements: 1.09%

5. Net Asset Value (“NAV”) per Equity Share

On a restated unconsolidated basis:

a. NAV per Equity Share as on March 31, 2009 Rs.35.21 b. NAV per Equity Share after the Issue (at the Issue Price) Rs.56.57*

_________

* Assuming full subscription for and allotment of the Equity Shares with Detachable Warrants, but prior to the exercise of the Detachable

Warrants.

Note: NAV per Equity Share has been calculated as per the following formula: (Net worth, as restated)/(Number of Equity Shares outstanding)

Net worth means Equity Share capital + Preference Share capital + share application money pending allotment + reserves and surplus (excluding amalgamation reserves) - miscellaneous expenditure not written off or adjusted - debit balance in the profit and loss account.

On a restated consolidated basis:

a. NAV per Equity Share as on March 31, 2009 Rs.30.58 b. NAV per Equity Share after the Issue (at the Issue Price) Rs.53.27*

_________

* Assuming full subscription for and allotment of the Equity Shares with Detachable Warrants, but prior to the exercise of the Detachable

Warrants.

Note: NAV per Equity Share has been calculated as per the following formula: (Net worth, as restated)/(Number of Equity Shares outstanding) Net worth means Equity Share capital + Preference Share capital + share application money pending allotment + reserves and surplus

(excluding amalgamation reserves) - miscellaneous expenditure not written off or adjusted - debit balance in the profit and loss account.

6. Comparison with Industry Peers Based on the nature of the services provided by the Company, the comparison of its accounting ratios with its closest comparable competitor in India is given below:

Face Value per

Equity Share

(Rs.)

EPS

(Rs.)*

P/E

(times)*

RONW (%)*

NAV per

Equity Share

(Rs.)*

Fortis Healthcare Limited (as on March 31, 2009)

10 (0.19) - (0.53) 35.21

Peer Group(1)

Apollo Hospitals

10 18.40 24.20 9.10 34.00

___________ (1)

Source: Capital Market, Volume: XXIV/13 Aug 24 – Sep 05, 2009 (Industry: Healthcare). * On an unconsolidated basis.

7. Face value of the Equity Shares

The face value of the Equity Shares is Rs.10. The Issue Price is 11 times the face value. On the basis of the above qualitative and quantitative parameters, the Lead Manager and the Company are of the opinion that the Issue Price of Rs.110 is justified.

60

STATEMENT OF TAX BENEFITS

Auditor’s Report The Board of Directors Fortis Healthcare Limited Escorts Heart Institute and Research Centre Okhla Road New Delhi – 110 025 India Dear Sirs, Statement of Possible Tax Benefits available to the Company and its shareholders We hereby report that the enclosed statement states the possible tax benefits available to the Company and to the shareholders of the Company under the Income Tax Act, 1961 and Wealth Tax Act, 1957, presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon their fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed in the enclosed statement are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the proposed rights issue of equity shares of Rs. 10 each, together with detachable warrants, on rights basis (referred to as “the Issue”). We do not express any opinion or provide any assurance as to whether: i) the Company or its share holders will continue to obtain these benefits in future; or

ii) the conditions prescribed for availing the benefits have been / would be met with. The contents of the enclosed statement are based on information, explanations and representations obtained from the management of the Company which are based on their understanding of the business activities and operations of the Company and our interpretation of the current tax laws in force in India. For S.R. Batliboi & Co Chartered Accountants Per Pankaj Chadha Partner Membership No. 91813 Place: Gurgaon Date: September 10, 2009

61

STATEMENT OF TAX BENEFITS The tax benefits listed below are the possible benefits available under the current tax laws in India. Several of these benefits are dependent on the Company or its Shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company or its Shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives it faces in the future, it may not choose to fulfill. The following tax benefits shall be available to the Company and the prospective shareholders under Direct Tax. 1. To the Company - Under the Income-tax Act, 1961 (‘the Act’) 1.1 Special Tax Benefits 1.1.1 Under section 80-IB (11B) of the Act, profits of an undertakings deriving profits from the business of

operating and maintaining a newly constructed hospital in rural area as defined, is eligible for 100% deduction for initial five consecutive assessment years, if such hospital is constructed at anytime during the period beginning on October 1, 2004 and ending on March 31, 2008 and subject to satisfaction of other conditions specified in that section. However, section 80AC of the Act provides that no deduction under section 80-IB of the Act shall be allowed if the return is not filed on or before the due date specified under section 139(1) of the Act.

From AY 2003-2004 onwards, no deduction under section 80-IB of the Act shall be allowed where the

assessee fails to make a claim in its return of income. 1.1.2 Under section 80-IB (11C) of the Act (effective from Assessment Year {“AY”} 2009-2010), profits of an

undertakings deriving profits from the business of operating and maintaining a newly constructed hospital located anywhere in India (other than the specified excluded area), is eligible for 100% deduction for initial five consecutive assessment years, if such hospital is constructed and has started or starts functioning at anytime during the period beginning on April 1, 2008 and ending on March 31, 2013 and subject to satisfaction of other conditions specified in that section. However, section 80AC of the Act provides that no deduction under section 80-IB of the Act shall be allowed if the return is not filed on or before the due date specified under section 139(1) of the Act.

From AY 2003-2004 onwards, no deduction under section 80-IB of the Act shall be allowed where the

assessee fails to make a claim in its return of income. 1.1.3 Under section 80-IE of the Act (effective from AY 2008-2009), profits of an undertakings deriving

profits from the eligible business specified in sub-section (7) of section 80-IE of the Act which includes providing medical and health services in the nature of nursing home with a minimum capacity of 25 beds in any of the North-Eastern States, is eligible for 100% deduction for initial ten consecutive assessment years, if such undertaking has begun or begins to carry on such eligible business during the period beginning April 1, 2007 and ending before April 1, 2017 and subject to satisfaction of conditions specified in that section. However, as per section 80AC of the Act, no deduction under section 80-IE of the Act shall be allowed if the return is not filed on or before the due date specified under section 139(1) of the Act.

From AY 2003-2004 onwards, no deduction under section 80-IB of the Act shall be allowed where the

assessee fails to make a claim in its return of income. 1.2 General Tax Benefits 1.2.1 Under section 10(34) of the Act, any income by way of dividends referred to in Section 115O (i.e.

dividends declared, distributed or paid on or after April 1, 2003 by domestic companies) received on the shares of any domestic company is exempt from tax.

62

1.2.2 Under section 10(35) of the Act, any income by way of income received in respect of the units of a Mutual Fund specified in section 10(23D) of the Act; or in respect of units from the Administrator of the specified undertaking; or in respect of units from the specified company as defined in Explanation to section 10(35) of the Act is exempt from tax.

1.2.3 Under Section 10(38) of the Act, long term capital gains arising from transfer of a long term capital asset

being an equity share in the company or a unit of an equity oriented fund entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax. However, from AY 2007-2008 onwards, long term capital gains of a company shall be taken into account in computing the book profit and the tax payable thereon under section 115JB of the Act.

1.2.4 Under Section 32(1) of the Act, the Company can claim depreciation allowance at the prescribed rates on

tangible assets such as building, plant and machinery, furniture and fixtures, etc and intangible assets such as patent, trademark, copyright, know-how, licenses, etc, if such intangible assets are acquired after March 31, 1998.

1.2.5 Under section 32(2) of the Act, where full effect cannot be given to any depreciation allowance under

section 32(1) of the Act in any previous year, owing to there being no profits or gains chargeable for that previous year, or owing to the profits or gains chargeable being less than depreciation allowance, then, subject to the provisions of section 72(2), depreciation allowance or the part of depreciation allowance to which effect has not been given, as the case may be, shall be added to the amount of the depreciation allowance for the following previous year and deemed to be part of that depreciation allowance, or if there is no such depreciation allowance for that previous year, be deemed to be the depreciation allowance for that previous year, and so on for the succeeding previous years.

1.2.6 Under section 72(1) of the Act, where for any assessment year, the net result of the computation under

the head “ Profits & Gains of Business or Profession” is a loss to the company, not being loss sustained in a speculation business, and such loss cannot be and is not wholly set off against income from any other head of income (other than salary) for the same year, the same shall be eligible to be carried forward; and such loss carried forward shall be available for set off against income from business under head “Profits & Gains of Business or Profession” only for subsequent years. As per section 72(3) of the Act, the loss carried forward can be set off subject to a limit of 8 assessment years immediately succeeding the assessment year for which the loss was first computed.

However, as per section 80 of the Act, no loss which has not been determined in pursuance of a return

filed in accordance with the provisions of section 139(3) of the Act, shall be carried forward and set off under section 72(1) of the Act.

1.2.7 In terms of Section 115JAA (1A) of the Act tax credit shall be allowed for any Assessment Year

commencing on or after April 1, 2006. Credit eligible for carry forward is the difference between Minimum Alternate Tax (‘MAT’) paid and the tax computed as per the normal provisions of the Act. The credit is available for set off only when tax becomes payable under the normal provisions and that tax credit can be utilized to set-off any tax payable under the normal provisions in excess of MAT payable for that relevant year. MAT credit in respect of MAT paid prior to AY 2007-08 shall be available for set-off upto 5 years succeeding the year in which the MAT credit initially arose. However, from AY 2007-2008 onwards, MAT credit for MAT paid for AY 2006-07 or thereafter shall be available for set-off upto 7 years succeeding the year in which the MAT credit initially arose.

From AY 2010-2011, MAT rate shall be increased to 15% from 10%. However, from AY 2010-2011,

MAT credit for MAT paid for AY 2006-07 or thereafter shall be available for set-off upto 10 years succeeding the year in which the MAT credit initially arose.

1.2.8 Presently, every employer is required to pay Fringe Benefits Tax (‘FBT’) at the rate 30% (plus applicable

surcharge and education cess) on the value of fringe benefits. From AY 2010-2011, the levy of FBT shall be withdrawn.

63

2. To the Members of the Company – Under the Income Tax Act, 1961 2.1 General Tax Benefits 2.1.1 Resident Members

a) Under Section 10(34) of the Act, income earned by way of dividend from domestic company referred to

in Section 115-O of the Act is exempt from income-tax in the hands of the shareholders. b) Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a long

term capital asset being an equity share in the company (i.e. capital asset held for the period of more than twelve months) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax. However, from AY 2007-2008 onwards, long term capital gains of a company shall be taken into account in computing the book profit and the tax payable thereon under section 115JB.

c) In terms of Section 88E of the Act, the Securities Transaction Tax paid by the shareholder in respect of

the taxable securities transactions entered into in the course of the business would be eligible for rebate from the amount of income-tax (as computed in prescribed manner) on the income chargeable under the head ‘Profits and Gains under Business or Profession’ arising from taxable securities transactions. No deduction under this section shall be allowed in, or after, AY 2009-2010. However, in such a case, the said securities transaction tax would be allowed as deduction in computing the profits & gains from business or profession.

d) As per the provisions of Section 10(23D) of the Act, all mutual funds set up by public sector banks,

public financial institutions or mutual funds registered under the Securities and Exchange Board of India (‘SEBI’) or authorized by the Reserve Bank of India (‘RBI’) are eligible for exemption from income-tax, subject to the conditions specified therein, on their entire income including income from investment in the shares of the company.

From AY 2010-2011, the expression “public sector banks” shall include “a bank included in the category

‘other public sector banks’ by the Reserve Bank of India”. e) Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than

those exempt under section 10(38)] shall be exempt from tax, subject to the conditions and to the extent specified therein, if the capital gain are invested within a period of six months from the date of transfer in the bonds redeemable after three years and issued by –

(i) National Highways Authority of India (‘NHAI’) constituted under Section 3 of National

Highways Authority of India Act, 1988 and notified by the Central Government in the Official Gazette for the purpose of this section; or

(ii) Rural Electrification Corporation Limited (‘RECL’), a company formed and registered under the Companies Act, 1956 and notified by the Central Government in the Official Gazette for the purpose of this section;

It is also provided that the investments made on or after April 1, 2007 in the above mentioned bonds is restricted to Rupees fifty lakhs during any financial year.

If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. However, the amount so exempted shall be chargeable to tax subsequently, if the new bonds are transferred or converted into money within three years from the date of their acquisition.

f) Under Section 54F of the Act, where in the case of an individual or Hindu Undivided Family (‘HUF’)

capital gain arise from transfer of long term assets [other than a residential house and those exempt under section 10(38) of the Act] then such capital gain, subject to the conditions and to the extent specified therein, will be exempt if the net sales consideration from such transfer is utilized for purchase of a residential house property within a period of one year before or two year after the date on which the

64

transfer took place or for construction of a residential house property within a period of three years after the date of transfer. If only a part of the net consideration is so reinvested, the exemption shall be proportionately reduced.

g) Under Section 111A of the Act, capital gains arising from transfer of short term capital assets, being an

equity share in a company which is subject to Securities Transaction Tax will be taxable under the Act @ 15% (plus applicable surcharge and educational cess). Levy of such surcharge shall be withdrawn on all the cases other than the companies effective April 1, 2009.

h) Under Section 112 of the Act and other relevant provisions of the Act, long term capital gains [not

covered under Section 10(38) of the Act] arising on transfer of shares in the Company shall be taxed at a rate of 20% (plus applicable surcharge and educational cess on income-tax) after indexation as provided in the second proviso to Section 48 or at 10% (plus applicable surcharge and educational cess on income-tax) (without indexation), at the option of the Shareholders. Levy of such surcharge shall be withdrawn on all the cases other than the companies effective April 1, 2009.

2.1.2 Non Resident Indians/Members other than Foreign Institutional Investors and Foreign Venture

Capital Investors

a) By virtue of Section 10(34) of the Act, income earned by way of dividend referred to in Section 115-O of the Act (i.e. dividend income from a domestic company), is exempt from tax in the hands of the recipients.

b) Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a long

term capital asset being an equity share in the company or unit of an equity oriented mutual fund (i.e. capital asset held for the period of more than twelve months) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax.

c) In terms of Section 88E of the Act, the Securities Transaction Tax paid by the shareholder in respect of

the taxable securities transactions entered into in the course of the business would be eligible for rebate from the amount of income-tax (as computed in prescribed manner) on the income chargeable under the head ‘Profits and Gains under Business or Profession’ arising from taxable securities transactions. No deduction under this section shall be allowed in, or after, AY 2009-2010. However, in such a case, the said securities transaction tax would be allowed as deduction in computing the profits & gains from business or profession.

d) Under the first proviso to section 48 of the Act, in case of a non resident, in computing the capital gains

arising from transfer of shares of the Indian company acquired in convertible foreign exchange (as per exchange control regulations), protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the original investment was made. Cost indexation benefits will not be available in such a case.

e) Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than

those exempt under section 10(38) of the Act] shall be exempt from tax, subject to the conditions and to the extent specified therein, if the capital gain are invested within a period of six months from the date of transfer in the bonds issued by –

(i) National Highways Authority of India (‘NHAI’) constituted under Section 3 of National Highways Authority of India Act, 1988 and notified by the Central Government in the Official Gazette for the purpose of this section; or

(ii) Rural Electrification Corporation Limited (‘RECL’), a company formed and registered under the Companies Act, 1956 and notified by the Central Government in the Official Gazette for the purpose of this section; and

65

It is also provided that the investments made on or after April 1, 2007 in the above mentioned bonds is restricted to Rupees fifty lakhs during any financial year. If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. However, the amount so exempted shall be chargeable to tax subsequently, if the new bonds are transferred or converted into money within three years from the date of their acquisition.

f) Under Section 54F of the Act, where in the case of an individual or HUF capital gain arise from transfer

of long term assets [other than a residential house and those exempt under section 10(38) of the Act] then such capital gain, subject to the conditions and to the extent specified therein, will be exempt if the net sales consideration from such transfer is utilized for purchase of a residential house property within a period of one year before or two year after the date on which the transfer took place or for construction of a residential house property within a period of three years after the date of transfer. If only a part of the net consideration is so reinvested, the exemption shall be proportionately reduced.

g) Under Section 111A of the Act, capital gains arising from transfer of short term capital assets, being an

equity share in a company which is subject to Securities Transaction Tax will be taxable under the Act @ 15% (plus applicable surcharge and educational cess). Levy of such surcharge shall be withdrawn on all the cases other than the companies effective April 1, 2009.

h) Under Section 112 of the Act and other relevant provisions of the Act, long term capital gains [not

covered under Section 10(38) of the Act] arising on transfer of shares in the Company, if shares are held for a period exceeding 12 months, shall be taxed at applicable rates.

i) Taxation of Income from investment and Long Term Capital Gains [other than those exempt under

section 10(38)]

(i) A non-resident Indian, i.e. an individual being a citizen of India or person of Indian origin who is not a “resident”, has an option to be governed by the special provisions contained in Chapter XIIA of the Act, i.e. “Special Provisions Relating to certain incomes of Non-Residents” which are mentioned below in paragraphs (ii) to (v).

(ii) Under Section 115E of the Act, where shares in the company are subscribed for in convertible

Foreign Exchange by a non-resident Indian, capital gains arising to the non resident on transfer of shares held for a period exceeding 12 months shall [in cases not covered under Section 10(38) of the Act] be concessionally taxed at a flat rate of 10% (plus applicable surcharge and educational cess) without indexation benefit but with protection against foreign exchange fluctuation under the first proviso to Section 48 of the Act. Levy of such surcharge shall be withdrawn on all the cases other than the companies effective April 1, 2009.

(iii) Under provisions of section 115F of the Act, long term capital gains [not covered under section

10(38) of the Act] arising to a non-resident Indian from the transfer of shares of the company subscribed to in convertible Foreign Exchange shall be exempt from income tax if the net consideration is reinvested in specified assets within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or converted into money within three years from the date of their acquisition.

(iv) Under provisions of Section 115G of the Act, it shall not be necessary for a non-resident Indian to

furnish his return of income if his only source of income is investment income or long term capital gains or both arising out of assets acquired, purchased or subscribed in convertible foreign exchange and tax deductible at source has been deducted there from.

(v) Under Section 115I of the Act, a non resident Indian may elect not to be governed by the

provisions of Chapter XII-A of the Act for any assessment year by furnishing his return of income under section 139 of the Act declaring therein that the provisions of the Chapter shall not apply to him for that assessment year and if he does so the provisions of this Chapter shall

66

not apply to him. In such a case the tax on investment income and long term capital gains would be computed as per normal provisions of the Act.

2.1.3 Foreign Institutional Investors (‘FIIs’)

a) By virtue of Section 10(34) of the Act, income earned by way of dividend referred to in Section 115-O of

the Act (i.e. dividend income from another domestic company), are exempt from tax in the hands of the institutional investor.

b) Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a long

term capital asset being an equity share in the company (i.e. capital asset held for the period of more than twelve months) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax.

c) In terms of Section 88E of the Act, the Securities Transaction Tax paid by the shareholder in respect of

the taxable securities transactions entered into in the course of the business would be eligible for rebate from the amount of income-tax (as computed in prescribed manner) on the income chargeable under the head ‘Profits and Gains under Business or Profession’ arising from taxable securities transactions. No deduction under this section shall be allowed in, or after, AY 2009-2010. However, in such a case, the said securities transaction tax would be allowed as deduction in computing the profits & gains from business or profession.

d) Under Section 111A of the Act, capital gains arising from transfer of short term capital assets, being an

equity share in a company which is subject to Securities Transaction Tax will be taxable under the Act at the rate of 15% (plus applicable surcharge, if any and educational cess).

e) Under Section 115AD capital gain arising on transfer of long term capital assets, being shares in a

company (other than those mentioned in point b) above), are taxed at the rate of 10% (plus applicable surcharge, if any and education cess). Such capital gains would be computed without giving effect to the first and second proviso to Section 48 of the Act. In other words, the benefit of indexation, direct or indirect, as mentioned under the two provisos would not be allowed while computing the capital gains.

f) Under Section 54EC of the Act, capital gain arising from transfer of long term capital assets [other than

those exempt under section 10(38) of the Act] shall be exempt from tax, subject to the conditions and to the extent specified therein, if the capital gain are invested within a period of six months from the date of transfer in the bonds issued by –

(i) National Highways Authority of India (‘NHAI’) constituted under Section 3 of National

Highways Authority of India Act, 1988 and notified by the Central Government in the Official Gazette for the purpose of this section; or

(ii) Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956 and notified by the Central Government in the Official Gazette for the purpose of this section;

It is also provided that the investments made on or after April 1, 2007 in the above mentioned bonds is restricted to Rupees fifty lakhs during any financial year.

If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. However, the amount so exempted shall be chargeable to tax subsequently, if the new bonds are transferred or converted into money within three years from the date of their acquisition.

3. Wealth Tax Act, 1957 (‘WT Act’) Wealth Tax is applicable if the net wealth (as defined) of a company or an individual or HUF exceeds Rs. 15 Lakhs as on the valuation date (i.e. March 31 of the relevant financial year). Wealth Tax shall be charged in respect of the net wealth of every company or an individual or HUF at the rate of one percent of the amount by which net wealth exceeds Rs. 15 lakhs.

67

From AY 2010-2011, wealth Tax shall be charged in respect of the net wealth of every company or an individual or HUF at the rate of one percent of the amount by which net wealth exceeds Rs. 30 lakhs. Shares in a company held by a shareholder will not be treated as an asset within the meaning of Section 2(ea) of WT Act; hence, wealth tax is not leviable on shares held in a company.

Notes

a) In respect of non-residents, taxability of capital gains mentioned above shall be further subject to any

benefits available under the Double Taxation Avoidance Agreement, if any between India and the country of which the non-resident is a resident.

b) In view of the individual nature of tax consequence, each investor is advised to consult his/ her own tax adviser with respect to specific tax consequences of his/ her participation in the scheme.

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SECTION IV - ABOUT US

INDUSTRY The industry data set forth below is based on industry information collected by third parties. The industry sources

cited herein include (i) the CRISIL Research Annual Review on the Hospitals industry - May 2008 published by Credit Rating Information Services of India Limited (“CRISIL”); (ii) “Healthcare in India: The Road Ahead”

published in October 2002 by the Confederation of Indian Industry and McKinsey & Company (“CII-

McKinsey”); (iii) “Medical Tourism: Consumers in Search of Value” published in 2008 by the Deloitte Center for

Health Solutions (“Medical Tourism”); and (iv) “Opportunities in Healthcare – Destination India” (“Destination

India”) and “Fostering Quality Healthcare for All” (“FICCI HEAL”), both published jointly by the Federation of

Indian Chambers of Commerce and Industry and Ernst & Young in 2007 and 2008 respectively. This data has not

been prepared or independently verified by us or the Lead Manager or any of their respective affiliates or

advisors. The data involves risks, uncertainties and numerous assumptions and is subject to change based on

various factors, including those discussed in the section titled “Risk Factors” beginning on page viii of this Letter

of Offer. Accordingly, investment decisions should not be based on such information.

With respect to the portions of this section that reference the CRISIL Research Annual Review on the Hospitals

industry - May 2008, see the disclaimer of CRISIL in the section titled “Presentation of Financial and Market

Data” beginning on page vi of this Letter of Offer.

I) OVERVIEW OF HEALTHCARE IN INDIA: Healthcare is the prevention, treatment, and management of illness and the preservation of mental and physical well-being through the services offered by the medical, nursing, and allied health professions. The organized provision of such services constitutes a healthcare system. The healthcare industry can be broadly divided into the following categories: • Hospitals; • Pharmaceuticals; • Diagnostic centers; and • Ancillary services such as health insurance and medical equipment.

The first two categories constitute approximately 75% of the total healthcare delivery market in India. (a) Type of Facilities

On the basis of types of services rendered and the complexity of the ailment, hospitals can be classified as follows: 1) Primary care facilities (including dispensaries) 2) Nursing homes 3) Secondary care hospitals

a) General secondary care hospitals b) Specialty secondary care hospitals

4) Tertiary care hospitals a) Single specialty b) Multi-specialty

5) Quaternary care hospitals

1) Primary care facilities (including dispensaries) Primary care facilities offer basic, point-of-contact medical services and healthcare prevention services in an outpatient setting. These are typically clinics with one or more general practitioners on site. These hospitals do not have any intensive care units and do not conduct surgeries.

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2) Nursing homes Nursing homes are premises used for the reception of persons suffering from any sickness, injury or infirmity and for providing treatment or to nurse them. A nursing home may be operated by a single doctor or a group of doctors practising together, and generally has at least 20 inpatient beds. There are various types of nursing homes such as orthopedic, ophthalmic, general surgery, pediatric, cardiac and maternity homes. Nursing homes also include clinics such as ear-nose-throat (“ENT”) and dental clinics. 3) Secondary Care Hospitals a) General secondary care hospitals

A general secondary care hospital is the first hospital a patient approaches for common ailments. It typically attracts patients staying within a radius of 30 kilometers. The medical specialties offered by a general secondary care hospital include internal medicine, general surgery, obstetrics & gynecology (“OBG”), pediatrics, ENT, orthopedics and ophthalmology. Such hospitals generally have one central laboratory, a radiology laboratory and an emergency care department and 50 to 100 inpatient beds, 10% of which are in the ICU. The remaining beds are equally distributed between the general ward, semi-private rooms and single rooms.

b) Specialty secondary care hospitals

Specialty secondary care hospitals are typically located in district centers, offering secondary level care to patients living within a radius of 100 to 150 kilometers. Generally, such hospitals have 100 to 300 inpatient beds, 15% of which are critical care or ICU beds. The balance is typically skewed towards private beds rather than general ward beds. In addition to offering the medical specialties offered by a general secondary care hospital, the specialty secondary care hospitals offer specialties such as gastroenterology, cardiology, neurology, dermatology, urology, dentistry and oncology. Apart from this, such hospitals may offer surgical specialties but these are optional, albeit desirable for such a hospital. Diagnostic facilities in a specialty secondary care hospital include a radiology department, a biochemistry laboratory, a hematology laboratory, a microbiology laboratory and a blood bank. Such hospitals may also have a separate physiotherapy department. 4) Tertiary Care Hospitals a) Single specialty tertiary care hospitals

A single specialty tertiary care hospital caters to the tertiary care needs of just one ailment or medical specialty. For instance, there could be a cardiac tertiary care hospital or an oncology tertiary care center or an ophthalmic center. Some typical examples include Tata Memorial Cancer Hospital (Mumbai), Wockhardt Hospital & Kidney Institute (Kolkata), Sankara Nethralaya (Chennai), National Institute of Mental Health & Neuro Sciences (NIMHANS), Bangalore and the Hospital for Orthopaedics, Sports Medicine, Arthritis and Trauma (HOSMAT), Bangalore. b) Multi-specialty tertiary care hospitals

Multi-specialty tertiary care hospitals typically have all the medical specialties under one roof and usually treat multi organ failure, high risk and trauma cases. Most of these hospitals are referral hospitals, receiving patients from nursing homes, general secondary care hospitals and specialty secondary care hospitals. Typically, such hospitals are located in state capitals or metropolitan cities and attract patients staying within a 500 kilometer radius. They generally have a minimum of 300 inpatient beds, which can go up to 1,500 inpatient beds. Approximately 20-25% of the total beds are for critical care patients. The medical specialties include cardio-thoracic surgery, neurosurgery, nephrology, surgical oncology, neonatology, endocrinology, plastic and cosmetic surgery and nuclear medicine. In addition, such hospitals may have a histopathology laboratory and an immunology laboratory as part of their diagnostic facilities. An example of this category of facilities is the All India Institute of Medical Sciences, Delhi. 5) Quaternary care hospitals

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Quaternary care facilities offer similar services to tertiary care facilities with a focus on super specialty surgical procedures, including advanced cardiac, neurological and joint-replacement surgeries. Set forth below is a table which compares the primary, secondary and tertiary facilities in terms of services rendered:

Primary Care

Secondary Care

Tertiary Care

Services Provides all services as required for the first point of contact

Provides all services as required, including organized medical research

Provides all possible services as required, including provision for experimental therapeutic modalities and organized research in chosen specialties

Multi-disciplinary Yes Yes Single specialty or multi-specialty Type of service Only medical services and

excludes surgical services Overall medical and surgical services

Complex surgicals with sophisticated equipment

Type of patient Only outpatient Inpatient and outpatient Primarily inpatient Number of beds 0 beds 50-200 beds >100 beds Casualty department Yes Yes Yes Emergency department

Yes Yes Yes

Resuscitative services

Basic Comprehensive Advanced

Diagnostic service Basic Advanced Advanced with state-of-the-art technologies Imaging department X-ray Specialized radiography,

computerized radiological tomography and sonography with Doppler studies

Advanced with state-of-the-art technologies

Disaster plan Yes Comprehensive Support to All non-institutional

healthcare providers All non-institutional healthcare providers and all dependent primary care hospitals

All non-institutional healthcare providers and all dependent primary care/secondary care hospitals

Dependent on Tertiary care hospital for diagnostic and therapeutic support on referral and for patient transfer

Tertiary care/secondary care hospital for referrals for its workload If direct interaction with patients (without referrals), it must provide a multi-specialty screening OPD and an appropriate defined secondary care unit with 90 minutes of ambulance travel time

Medical research Limited Investment Low

Often a clinic with one or a few GPs

Medium Costs range between Rs.800,000 to 2 million per bed

High Costs range between Rs.3-5 million per bed

__________ Source: CRISIL Research Annual Review on the Hospitals industry - May 2008

(b) Ownership and Operating Models

On the basis of their ownership, there are five basic operating models for hospitals in India: • facilities owned and managed by the government; • facilities owned and managed by charitable trusts; • facilities owned and managed by for-profit private institutions; • facilities owned by charitable trusts but managed by for-profit private institutions; and • facilities owned by for-profit private institutions but managed by separate for-profit private institutions. Certain privately-owned hospitals have become integrated healthcare providers by expanding into a wide variety of healthcare services including pharmacy, health insurance and telemedicine. Other privately-owned hospitals have chosen to focus primarily on healthcare delivery, adding tertiary and quaternary care facilities that serve as hubs for, and admit patients from, smaller primary and secondary care facilities in local communities.

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(c) Public vs. Private Provision of Healthcare Services

The state, central and local governments share the responsibility of providing healthcare in India. According to the CRISIL Research Annual Review on the Hospitals industry - May 2008, the public sector accounts for 20-25% of the total healthcare expenditure, representing only around 1.0% of the gross domestic product (“GDP”) of India, among the lowest in the world and ahead of barely a few countries. The World Bank’s assessment of the Indian public healthcare sector reveals that it is under-funded and small in size to meet the current health needs of the country. The central government accounts for approximately 15% of the total healthcare expenditure mostly through national health programs. The low state of finances is indicative of the public health expenditure being far below the requirement of India’s huge population.

In addition, public health management is affected by structural problems such as excessively centralized planning and control of resources. Over the last two decades, a majority of tertiary care institutions in the public sector have been facing a resource crunch and have not been able to meet the growing demand for complex diagnostic and therapeutic modalities. As a result, preference for private hospitals is increasing in spite of higher expenses. Also, the access to and utilization of public healthcare varies according to regions, income and level of development. The following chart shows that despite the cost of treatment being two to three times higher in private hospitals than in public hospitals, patients prefer to go to private hospitals.

____________ Source: FICCI HEAL

The private sector accounts for 75-85% of the total healthcare expenditure in India, which is among the highest proportions of private healthcare spending in the world. It comprises assorted providers such as not-for-profit, voluntary, for profit, corporate, trusts, stand-alone specialist services, diagnostic laboratories and pharmacy shops.

_________ Source: FICCI HEAL

Total healthcare Cost

External Support (2%)

Public Expenditure

(23.8%)

State Government

(14.4%)

Central Government

(7.2%)

Local Government

Bodies (2.2%)

Private Expenditure

(74.2%)

NGOs (0.3%)

Household (68.8%)

Firms (5.1%)

Out-of-Pocket Expense (90%)

Health Insurance Premium (5-6%)

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II) HEALTHCARE IN INDIA – AN UNDERSERVED SECTOR: According to Destination India, healthcare in India is grossly understaffed and is also facing ever widening gaps in physical infrastructure. According to FICCI HEAL, the growth in healthcare infrastructure in the last decade has not kept pace with the increase in population and the rise in reported ailments. While the population during this period increased by 15% and the number of persons reporting ailments per 1,000 persons has increased by 66%, the total number of hospital beds has increased by only 5.1% and therefore, the bed density (number of beds per 1,000 persons) has declined by 7%. (c) Lack of Public Spending on Healthcare

According to Destination India, a majority of healthcare services in India are provided by the private sector. Government expenditure on healthcare has been on the decline in relative terms and constituted 0.9% of the GDP in 2006. The average government expenditure on healthcare in 2006 was approximately 3% of the GDP in developing countries and 5% of GDP in high income countries. It is also estimated that economic loss on account of deaths due to all diseases in the year 2005 was 1.3% of the GDP. With an increase in the proportion of non-communicable diseases, this loss would increase to 5% of the GDP (estimated to be Rs.61,000,000 million at constant base year prices of 1999-2000) by the year 2015.

(b) Lack of Infrastructure

Hospital Beds As per Destination India, the bed to 1,000 persons ratio for India stood at 1.11 in 2006. Despite the growth in healthcare infrastructure, India is likely to reach a bed to 1,000 persons ratio of 1.85 and in a best case scenario, a ratio of 2 by 2012. However, as per FICCI HEAL, for India to achieve a bed density of 2, an additional 1.75 million beds would need to be created by 2025, involving an estimated investment of Rs.3,700,000 million (US$86 billion). A major portion of this investment will have to be made by the private sector with government funding primarily diverted towards improving preventive and primary care. FICCI HEAL mentions that access to healthcare is plagued by inequitable distribution – across states and between rural and urban India. For the states of Madhya Pradesh, Orissa, Bihar, Haryana, Jammu & Kashmir and Uttar Pradesh, which together comprise approximately 37% of the Indian population, the hospital beds per 1,000 persons is less than two-thirds of the national average bed density of 0.86. Further, the “effective” bed density could be even lower due to the shortage of staff, which results in hospital beds remaining under-utilized. As per FICCI HEAL, statistics have also revealed that though rural India bears three-fourths of the ailment burden, it has only one-ninth of the total number of beds and one-fourth of the number of human resources for health. This shortage is caused by two key factors – first, a genuine infrastructural shortage, and second, inappropriate statistical classification of facilities. Trained Personnel According to Destination India, the biggest challenge for the healthcare industry today is an acute shortage of trained personnel, ranging from doctors, nurses, technicians and even healthcare administrators. According to CII-McKinsey, registered physicians number only 1.2 per 1,000 persons (of which only 0.5 are registered allopaths) in India, compared to 1.8 in middle and high income countries. This has resulted in the creation of a large base of unqualified practitioners, who lack basic medical education and prescribe vastly different treatment regimens even for well-understood diseases. As per FICCI HEAL, to meet the requirement of doctors for tertiary care by the year 2025, 196 additional colleges with 100 medical seats would need to be made operational by the year 2015 and the government should allow corporate players to enter the field of medical education. III) EMERGING TRENDS AND INDUSTRY OUTLOOK (a) Shifting Demographics and Socio-economic Trends

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Socio-economic and demographic changes within the Indian population have increased the incidence of lifestyle diseases such as cancer, diabetes and cardiovascular diseases. For example, according to the CRISIL Research Annual Review on the Hospitals industry - May 2008, in 2007, 43 million people suffered from cardiovascular diseases, 3.4 million people from cancer and 38.1 million people from diabetes. CRISIL has estimated that by 2017, these numbers are expected to increase to 69 million cardiovascular disease cases, 3.96 million cancer cases and 48.4 million diabetes cases. The rapid growth of the Indian economy has led to a change in urban and rural lifestyles that has brought about a major shift in the prevalence of disease pattern from communicable to non-communicable. The shift in disease profiles from infectious to lifestyle-related diseases is expected to raise expenditures per treatment. Lifestyle-related diseases are typically more expensive to treat than infectious ones. According to a study carried out by Ernst and Young in 2006, when expenditures for inpatient treatment in 18 tertiary care hospitals across five major cities were compared, the average expenditure on lifestyle diseases was Rs.40,500 per inpatient treatment, while that on infectious diseases was Rs.5,520 per treatment. According to the CRISIL Research Annual Review on the Hospitals industry - May 2008, inpatient revenues are expected to increase at a compound annual growth rate (“CAGR”) of 14.8%, significantly outpacing outpatient revenues, which it expects to increase at a CAGR of 8.3%.

Growth in lifestyle diseases Incremental growth driven by inpatients

� Lifestyle diseases are set to assume a greater share of the healthcare market

� Lifestyle diseases such as cardiac diseases require

hospitalization and are more expensive to treat hence increasing the

inpatient revenues

______________

* Figures in the bar graph denote the share of each disease (in % terms) of the total inpatient market

** Figures in circles denote the CAGR of the absolute market size of each disease for the period 2001-2012

Source: CII-Mckinsey; CRISIL Research Annual Review on the Hospitals industry - May 2008

The increasing affluence of the Indian population and increased awareness of healthcare options as a result of improved literacy and education is also likely to contribute to the increase in the demand for healthcare services. The rapid growth of the middle and upper classes in India, particularly the urban middle class, a segment that accounts for a substantial proportion of healthcare expenditure, will lead to higher per capita expenditure on the treatment of lifestyle diseases. (b) Market Growth

The Indian healthcare industry is growing at a frantic pace and has the potential to show the same exponential growth that the software industry has shown in the past decade. According to Destination India, healthcare spending in India is expected to rise by 15% per annum. It is also estimated that healthcare spending would contribute 6.1% of India’s GDP in 2012 and employ around 9 million personnel. Due to the increase in the treatment of complex lifestyle diseases, which generally entail higher average expenditure per treatment, the growth in income levels and an increase in health insurance coverage, according to the CRISIL Research Annual Review on the Hospitals industry - May 2008 the healthcare delivery market is expected to grow to Rs.2,654 billion in 2012 from Rs.1,513 billion in 2007. According to CII-McKinsey, private healthcare will continue to be the largest component of healthcare spending in 2012 and is expected to increase to Rs.1,560 billion by 2012 and increase by a further 390 billion if health insurance coverage becomes more widely available to the upper and

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middle classes. CII-McKinsey also expects public spending to double by 2012 from Rs.170 billion in 2001 if the Government of India reaches its target spending level of 2% of the GDP. In addition, according to Destination India, increases in life expectancy correlate to increases in healthcare spending. An increase in the proportion of the working age group is being accompanied by a rise in per capita and disposable incomes. Increase in healthcare spending increases life expectancy, which further drives increase in healthcare spending. (c) Shifting Spending Patterns

The growth in private healthcare delivery is likely to be accompanied by a shift in spending patterns with greater emphasis on inpatient spending to tackle the incidence of lifestyle diseases. According to CII-McKinsey, there would be significant changes in the spending patterns by 2012. Of the expected total private healthcare spending of Rs.1,560 billion, inpatient spending will account for 47%, up from 39% in 2001. This growth is expected to be driven by the rise in lifestyle diseases, especially cancer and cardiovascular disease. It is expected that these two diseases alone will constitute more than 35% of inpatient expenditure by 2012 (up from 27% in 2001). Inpatient expenditures on cancer and heart diseases services are expected to reach approximately Rs.140.6 billion and approximately Rs.133.2 billion in 2012, respectively. In addition, while the share of outpatient expenditure is expected to decrease in percentage terms, it is expected to increase in absolute terms to approximately Rs.820 billion in 2012 from approximately Rs.420 billion in 2001, with lifestyle diseases such as asthma, cancer, heart disease and musculoskeletal diseases driving this increase, according to CII-McKinsey. (d) Increasing Penetration of Health Insurance

A number of private insurance companies have entered the Indian market and are establishing arrangements with hospitals to provide treatment to their subscribers without upfront cash payments. Competition among insurers is likely to lead to increased marketing efforts which in turn could lead to an increase in the number of Indians with voluntary health insurance which in turn is likely to lead to higher affordability of healthcare services. In addition, employers are also increasingly subsidizing their employees’ health costs through direct arrangements with medical providers. Although the insurance companies and employers will negotiate for lower rates to be charged by healthcare providers, the potential increase in the penetration rate of medical insurance and employer plans could result in higher demand for premium healthcare services in India. (e) Medical Value Travel

Medical value travel, also known as “medical tourism” is estimated to grow at 22% annually. As per Medical Tourism, 750,000 Americans traveled abroad for healthcare in 2007 and the number is estimated to increase to six million by 2010. Medical Tourism also states that India received approximately 450,000 medical tourists in 2007. Medical value travel has the potential to be a latent growth driver for the healthcare sector. India is well poised to take advantage of the medical tourism boom. The doctors and the hospitals provide first world treatment at third world costs. A complicated surgical procedure can be done in India at a tenth of the cost as compared to other countries. Also, hospitals in India have received or have applied for accreditations such as JCI, NABH and ISO and have tied-up with insurance providers. International patients choose India primarily because of the substantial difference in the cost of high-end surgery and critical care and quicker access to medical care in India compared to other developed countries. The cost of such medical care also compares favorably against costs of other more established medical tourism destinations such as Thailand. For example, as per Destination India, an open heart surgery, which costs US$100,000 in the United States, over US$40,000 in the United Kingdom and US$14,250 in Thailand, costs US$4,400 in India, and knee surgery, which costs US$48,000 in the United States, over US$50,000 in the United Kingdom and US$7,000 in Thailand, costs US$4,500 in India. According to Destination India, revenues from medical value travel are estimated to reach US$1.48 billion by 2012.

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(f) Increased Spending on Infrastructure

In order to meet the demand for healthcare in India and improve the availability of hospital beds and doctors, it is widely acknowledged that India’s infrastructure will need to be improved significantly. According to Destination India, the industry is expected to achieve a hospital bed to 1,000 persons ratio of 1.85 by 2012. Reaching the target of 1.85 beds per 1,000 persons will require a total investment of US$77.90 billion (Rs.3,505.5 billion), out of which the private sector will invest US$69.70 billion (Rs.3,136.5 billion). According to Destination India, there were 1.2 million beds in India in 2006, of which 683,108 were in private healthcare facilities. According to FICCI HEAL, for India to achieve a bed density of 2 by 2025, an additional 1.75 million beds would need to be created. CII-McKinsey also estimates that 20% of the additional beds will be required for tertiary care. According to Destination India, an additional 453,800 doctors will be required over and above the numbers that will be added through existing medical colleges by 2012 to reach a ratio of one medical doctor per 1,000 persons in India. In order to maintain the current doctor to nurse ratio of 1:2, an additional 1,290,200 nurses will have to be trained over and above those who will be trained at current nursing schools by 2012. IV) THE HEALTHCARE SPACE – EXISTING PLAYERS Major providers of healthcare in India include the Apollo Group, CARE Hospitals, Fortis Healthcare, Max Healthcare, Wockhardt Hospitals and the Manipal Group. The table below summarizes certain key statistics regarding these healthcare providers. In addition, statistics for the All India Institute of Medical Sciences, a large government-run hospital in New Delhi are also included in the table below.

Number of

operational

inpatient

beds*

Year

Location(s) in India

Type of Facility**

Apollo# 2,264 2008 Pan India P, S, T, Q CARE 1,428 2009 South P, S, T Fortis Healthcare^ 2,101 2009 Pan India P, S, T, Q Max Healthcare ~700 2009 NCR P, S, T, Q Wockhardt 1,374 2008 South, West and East P, S, T, Q Manipal Group ~7,669 2009 South P, S, T All India Institute of Medical Sciences 1,428 2006 NCR P, S, T, Q

___________

Source for Apollo (number of beds): Apollo Annual Report, 2008

Source for CARE Hospitals: http://www.carehospitals.com/aboutus/default.aspx (as accessed on March 4, 2009)

Source for Fortis Healthcare (number of beds): Company data

Source for Max Healthcare: Company Update – Quarter 1- FY09

Source for Wockhardt: Red herring prospectus dated January 17, 2008

Source for Manipal Group: http://www.manipalhospital.org/index.php?option=com_content&task=view&id=18&Itemid=82 (as accessed on

March 4, 2009)

Source for All India Institute of Medical Sciences (number of beds): “http://www.aiims.edu/aiims/annual_report.htm” (as accessed on March

4, 2009)

* Providers may not use the same criteria for counting the number of hospital beds

** P: Primary; S: Secondary; T: Tertiary; Q: Quaternary

# Number of beds does not include beds operated by subsidiaries, joint ventures, associates or those in managed hospitals.

^ Includes all operational inpatient beds in the network of Fortis hospitals, including beds in satellite and heart command centers

Besides competing with each other, the major private healthcare providers also compete with healthcare delivery facilities that are owned by individuals or non-profit entities supported by endowments, governmental agencies and charitable contributions in certain locations. These include major hospitals such as the All India Institute of Medical Sciences in New Delhi. The large private healthcare providers are actively seeking growth by enhancing their reach across the country through the building of new hospitals, acquisition of existing hospitals and arrangements with small healthcare providers, widening their presence across primary, secondary and tertiary healthcare, upgrading their existing facilities and reaching out to prospective patients through initiatives such as community outreach programs, free health check-ups, and arrangements with employers to provide healthcare services to their employees.

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OUR BUSINESS

Overview We are the second largest private healthcare chain in India, next only to the Apollo group, according to the CRISIL Research Annual Review on the Hospitals industry - May 2008. We currently have a network of 28 healthcare delivery facilities, including 16 hospitals, of which 15 are in India and one is in Mauritius, and 12 satellite and heart command centers, of which 11 centers are in hospitals across India and one satellite center is in Afghanistan. We are committed to delivering quality healthcare services to our patients in modern facilities using advanced technology and our teams of doctors, nurses and other healthcare professionals, who follow international protocols. Most of our hospitals are multi-specialty hospitals, which provide secondary and tertiary healthcare to patients. Some of our multi-specialty hospitals also include super-specialty “Centers of Excellence” providing quaternary healthcare to patients in key specialty areas such as cardiac care, orthopedics, neuro-sciences, oncology, renal care, metabolic diseases and mother and child care. In addition, two of our hospitals, Escorts Heart Institute & Research Centre in Delhi (“Escorts Hospital - Delhi”) and Escorts Heart Centre in Raipur (“Fortis Escorts Hospital - Raipur”), focus primarily on cardiac patients, with Escorts Hospital - Delhi serving as a super-specialty “Center of Excellence” for cardiac care. We also operate Fortis La Femme at New Delhi, a “boutique” style hospital that focuses on women’s health and maternity care. Drawing on the experience of the Promoters as the then-promoters of Ranbaxy Laboratories Limited, a multi-national pharmaceutical company headquartered in India (“RLL”), and with a vision of creating an integrated healthcare delivery system, the Company commenced operations with its first hospital in Mohali in 2001. Since 2001, we have expanded our operations by opening multi-specialty hospitals (including some with super-specialty “Centers of Excellence”), a boutique style hospital and various satellite and heart command centers. Our hospital network consists of multi-specialty “spoke” hospitals, which provide comprehensive general healthcare to patients in their local communities, and super-specialty “hub” hospitals, which also provide more advanced care to patients, including patients from our “spoke” hospitals and other hospitals in the surrounding areas. Our network of 16 hospitals comprises seven hospitals that are wholly owned or majority owned by us, four associate hospitals in which we own less than a majority interest, of which two are also operated and managed by us pursuant to Operation & Management (“O&M”) contracts, one hospital, Fortis Escorts Hospital - Raipur, which we operate in collaboration with the Government of Chhattisgarh and four remaining hospitals which are operated and managed by us but owned by or leased from trusts, societies or other entities. We also have 12 satellite and heart command centers which are operated and managed by us but owned or leased from others. See also “—Our Network” below in this section titled “Our Business beginning on page 76 of this Letter of Offer. In September 2005, we acquired a 89.99% interest in Escorts Heart Institute and Research Centre Limited (“EHIRCL”), a provider of private healthcare services, for a total consideration of Rs.5,850.10 million (the “Escorts hospitals acquisition” and the hospitals acquired thereby, the “Escorts hospitals”). The Escorts hospitals acquisition was significant and increased our expertise and prominence, especially in the cardiac care specialty area, and enhanced our profile among patients. EHIRCL currently owns and operates Escorts Hospital - Delhi and Fortis Escorts Hospital - Amritsar, operates and manages Fortis Escorts Hospital - Raipur in collaboration with the Government of Chhattisgarh and operates and manages 10 satellite and heart command centers. We acquired a 100% interest in International Hospital Limited (“IHL”) in tranches, including through a transfer of shares by certain Promoter Group companies in March 2006, for a total consideration of Rs.402.51 million (the “IHL acquisition”). Although the IHL acquisition was not completed until July 2007, the results of IHL have been included in our restated consolidated summary financial statements with effect from December 20, 2002, the date on which IHL became a board-controlled subsidiary of the Company pursuant to an agreement between the Company, IHL and the then-existing shareholders of IHL. IHL owns Fortis Hospital - Noida, which commenced operations in August 2004. IHL has also acquired a 49.86% interest in Malar Hospitals Limited (“MHL”), a listed Indian company that owns Fortis Malar Hospital in Chennai (the “Malar acquisition”). Pursuant to transfer of equity shares by EHIRCL, in August 2008, IHL

77

completed the acquisition of a 100% interest in Escorts Hospital and Research Center Limited (“EHRCL”), which owns Escorts Hospital and Research Center, Faridabad (“Fortis Escorts Hospital - Faridabad”), and in Escorts Heart and Super Speciality Hospital Limited (“EHSSHL”), which owns Fortis Escorts Hospital - Jaipur. In January 2009, IHL, through its subsidiary, acquired a 28.89% interest in Medical and Surgical Centre Limited (“MSCL”), a listed Mauritius company that owns Fortis Clinique Darné hospital in Mauritius (the “MSCL acquisition”). In February 2009, IHL increased its equity interest in Lalitha Healthcare Private Limited (“LHPL”), which owns Fortis Hospital Seshadripuram in Bangalore (the “LHPL acquisition”), to 67.23%. In March 2006, we acquired a 100% interest in Fortis Hospotel Limited, formerly, Oscar Bio-Tech Private Limited (“FHTL”), from a Promoter Group company (the “FHTL acquisition”). FHTL has a perpetual O&M contract for Fortis Flt. Lt. Rajan Dhall Hospital in Vasant Kunj, Delhi and has rights over properties in Shalimar Bagh and Gurgaon in the National Capital Region, on which two of our hospitals are currently under development. In February 2007, we acquired a 99.99% interest in Hiranandani Healthcare Private Limited (“HHPL”) from its then-existing shareholders. On July 8, 2008, the Company entered into an agreement with FHHL, a Promoter company, pursuant to which the Company transferred 60% of the equity share capital of HHPL to FHHL (together, the “HHPL acquisition”). HHPL had earlier entered into an agreement with the Navi Mumbai Municipal Corporation (“NMMC”) to develop a super-specialty hospital in Navi Mumbai, a suburb of Mumbai, Maharashtra, under a collaborative framework and NMMC had granted a lease to HHPL for an initial period of 25 years. HHPL recently completed the construction of the super-specialty hospital in Navi Mumbai (“Hiranandani Hospital Vashi”) and the hospital commenced commercial operations on March 4, 2009. We also increased our equity interest in Sunrise Medicare Private Limited (“SMPL”) that owns Fortis La Femme in Delhi, which we operate and manage pursuant to an O&M contract, from 5% in January 2006 to 31.26% in September 2007. We also operate and manage the Jessa Ram Hospital in Delhi, Fortis Modi Hospital in Kota, Fortis Hospital Seshadripuram in Bangalore, Fortis Clinique Darné in Mauritius, and the S.L. Raheja Hospital in Mumbai pursuant to O&M contracts. Our wholly owned Subsidiary, Fortis Hospitals limited (“FHsL”), has entered into a business transfer agreement dated August 24, 2009 for the proposed acquisition of the business division of Wockhardt Hospitals Limited relating to certain hospitals, nursing schools and other ancillary premises (the “Wockhardt Hospitals Acquisition”). For details of Wockhardt Hospitals Acquisition, see the sections titled “Risk Factors” and “The Wockhardt Hospitals Acquisition” beginning on pages viii and 117, respectively, of this Letter of Offer. During Fiscal 2009, we performed approximately 5,400 heart surgeries, 6,000 angioplasties, 15,200 angiographies, 2,800 other cardiac procedures, 4,950 orthopedic surgeries and 1,300 neuro surgeries across our network of healthcare delivery facilities. We currently have approximately 2,101 operational inpatient beds (i.e., beds in use, other than beds in emergency rooms and operating theaters and day care beds) across our network of 28 healthcare delivery facilities, with installed capacity for approximately 2,932 beds. In Fiscal 2009, the average occupancy rates at Fortis Hospital - Mohali, Escorts Hospital - Delhi, Fortis Hospital - Noida, Fortis Escorts Hospital - Faridabad, Fortis Escorts Hospital - Amritsar and Fortis Escorts Hospital - Jaipur were 72%, 71%, 65%, 77%, 65% and 54%, respectively. On a consolidated basis, our total income and restated net profit as allocable to the shareholders of the Company for Fiscal 2009 was Rs.6,589.38 million and Rs.196.29 million, respectively. Below is a chart outlining our corporate structure and our hospital ownership interests:

78

Fortis Hospotel Limited

(formerly, Oscar Bio-Tech

Private Limited) (“FHTL”)

O&M contract

Fortis Flt. Lt. Rajan Dhall Hospital

Projects under development Fortis Shalimar Bagh Gurgaon Hospital

Hiranandani

Healthcare Private

Limited (“HHPL”)

Associate hospital

Hiranandani Hospital - Vashi

Fortis Health Management Limited (“FHML”)

Escorts Heart Institute and

Research Center Limited

(“EHIRCL”)

Owned hospitals

Escorts Hospital - Delhi

Collaboration with Government of Chhattisgarh

Fortis Escorts Hospital - Raipur

Other facilities 3 satellite and heart command centers

Escorts Heart and Super

Speciality Institute Limited

(“EHSSIL”)

Owned hospital

Fortis Escorts Hospital - Amritsar

Escorts Heart Center

Limited (“EHCL”) Other facilities

7 satellite and heart command centers

Fortis Healthcare Limited (“FHL”)

Owned hospitals

Fortis Hospital - Mohali O&M contracts

Jessa Ram Hospital Fortis Modi Hospital S.L. Raheja Hospital

Other facilities

2 satellite and heart command centers

International

Hospital

Limited

(“IHL”)

Owned hospital

Fortis Hospital - Noida

Escorts Heart and

Super Speciality

Hospital Limited

(“EHSSHL”)

Owned hospital

Fortis Escorts Hospital - Jaipur

Fortis Hospital

Management

Limited

(“FHoML”)

Escorts Hospital

and Research

Center Limited

(“EHRCL”)

Owned hospital

Fortis Escorts Hospital - Faridabad

Malar Hospitals

Limited

(“MHL”)

Associate hospital

Fortis Malar Hospital

100% 100% 100%

89.99% 39.99% 100%

Fortis

Healthcare

International

Limited

(“FHIL”)

49.86% 100% 100% 100% 100%

Sunrise Medicare

Private Limited

(“SMPL”)

Associate hospital and O&M contract

Fortis La Femme

Lalitha

Healthcare

Private Limited

(“LHPL”)

Owned hospital and O&M contract

Fortis Hospital Seshadripuram

67.23%

28.89%

Medical and

Surgical Centre

Limited (“MSCL”)

Associate hospital and O&M contract

Fortis Clinique Darné

31.26% 100% 100%

Fortis

Emergency

Services

Limited

(“FESL”)

51%

Fortis

Hospitals

Limited

(“FHsL”)

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Our Competitive Strengths We believe the following competitive strengths distinguish us from our peers and provide us with opportunities to grow our business: Skilled doctors dedicated to quality patient care. As on March 31, 2009, we and our O&M hospitals had a team of 912 doctors, including retainers, complemented by 3,123 nurses and 769 paramedics. In addition, as on March 31, 2009, our O&M hospital in Mauritius had approximately 409 employees. Some of our doctors have a history of pioneering innovative techniques for patient treatment, such as minimally invasive cardiac and orthopedic surgeries, both in India and, in some cases, on a global basis. Our doctors are dedicated to clinical research and have published numerous studies on topics including cardiology, cardiac surgery, diabetes, infectious diseases, oncology, nephrology and neuro-surgery.

Adherence to high standards of protocols. We adhere to high standards of clinical protocols in patient handling, operating theaters, intensive care unit management and emergency care set by leading international hospitals and accreditation bodies. For example, Fortis Hospital - Mohali has received accreditation from the Joint Commission International, an affiliate of the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”), a healthcare accrediting organization, and the National Accreditation Board for Hospitals and Healthcare Providers (“NABH”), an autonomous body established in 2005 under the Quality Council of India for setting benchmarks in the healthcare industry in India. In addition, Escorts Hospital - Delhi, Fortis Hospital - Noida and Fortis Escorts Hospital - Jaipur have also received accreditation from NABH. The quality management system at Escorts Hospital - Delhi, Fortis Hospital - Noida and Fortis Escorts Hospital - Faridabad have been designated as ISO 9001:2000-compliant and the environmental management system at Fortis Hospital - Noida has been designated as ISO 14001:2004 compliant. Our blood banks at Escorts Hospital – Delhi, Fortis Hospital - Noida and Fortis Flt. Lt. Rajan Dhall Hospital are also accredited by NABH.

Modern, patient-centric hospital facilities. Our hospitals have been designed to ensure that we are able to offer quality care to our patients. For example, Fortis Hospital - Mohali was awarded the “1999 Citation for Healthcare Facilities Design” by the American Institute of Architects. The layouts at our facilities minimize inpatient movement, with outpatient facilities located near diagnostic facilities within the hospital. Other characteristics of many of our facilities, such as attractive architectural and design features, the use of special lighting and color and the reduction of “hospital odors”, also enhance the patient experience. Our hospital staff is continually trained to care for patients with techniques utilized in the hospitality industry, which, together with the design of our facilities, helps relieve patient anxiety and provide a more comfortable experience for patients. During Fiscal 2008, Escorts Hospital - Delhi was rated the “best super-specialty hospital in Delhi in terms of patient satisfaction” in a survey conducted by the Voluntary Organization in Interest of Consumer Education (“VOICE”), a consumer organization sponsored by the Union Ministry of Consumer Affairs, Government of India, and also received the “Superbrand 2008 Award”. We also emphasize pre-emptive and high quality maintenance of our facilities. In addition, we focus on obtaining current technologies for providing healthcare services. Our information technology or “IT” infrastructure has been recognized as among the best in the healthcare delivery industry. We were named “Best IT User” for “Infrastructure in Healthcare” at the 2005 NASSCOM India IT User Awards. In addition, our hospitals are fitted with modern medical technology and equipment, including the Da Vinci Robotic System, which is used to conduct minimally invasive cardiac and urological surgeries. Cost-effective business model. The “hub and spoke” model for our hospital network allows us to serve the comprehensive medical needs of patients in their local communities at our multi-specialty facilities, while also delivering sophisticated, advanced procedures and quaternary care at our super-specialty “Centers of Excellence”. By focusing on super-specialty “Centers of Excellence” at our “hub” hospitals, we can serve patients referred from doctors working at a number of nursing homes and multi-specialty hospitals in a particular region, including hospitals outside our network. This helps to expand our reach beyond the core catchment areas of our local, multi-specialty facilities. This model also allows us to efficiently deploy resources across our network and increase the quality of care. Depth of coverage. We have a deep presence in the NCR where we currently operate six hospitals and three satellite/heart command centers and are also building two super-specialty hospitals in Shalimar Bagh and Gurgaon. We believe that having many hospitals within the same region helps potential patients gain familiarity

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with our brand and our network. Having multiple hospitals in the same area also provides us with depth of coverage, allowing us to service a patient’s many medical needs. Proven ability to develop facilities. Since 2001, we have grown from one hospital, Fortis Hospital - Mohali, to a network of 28 healthcare delivery facilities, including 11 satellite and heart command centers in hospitals across India and one satellite center in Afghanistan. We have the experience in commencing and rolling out operations in greenfield hospital projects efficiently. In general, in the past, we have been able to generate operating profit at our greenfield hospitals within three to five years of their launch. We believe the experience we have gained from building and operating hospitals over the past eight years has enabled us to improve the rate at which our new hospitals gain acceptance in their local communities and achieve profitable occupancy rates. Professionally managed administration. Our senior management team is composed of experienced managers from the manufacturing, healthcare and other service sectors, as well as doctors with both clinical and administrative experience. Our senior managers have an average of approximately 24 years of professional experience. We believe our combination of a professionally managed administration with a commitment to patient care and high ethical standards enables us to operate our facilities more efficiently and leads to greater innovation in the management philosophy across our facilities, while at the same time providing quality care to our patients. Brand equity. We believe the “Escorts” and “Fortis” healthcare brands are widely recognized in India by both healthcare professionals and patients in specialty areas, such as cardiac care, orthopedics, neuro-sciences, oncology, renal care, metabolic diseases and mother and child care. We believe our reputation helps us attract not only patients, but also well-known doctors and other healthcare professionals to our facilities, who in turn draw additional patients to our facilities. Furthermore, we believe our name recognition extends beyond the areas in which we currently operate. In Fiscal 2009, approximately 38% of the inpatients at Fortis Hospital - Mohali came from outside the hospital’s core region of Punjab, Chandigarh and Panchkula and approximately 48% of the inpatients at Escorts Hospital - Delhi came from outside the hospital’s core region of the NCR. We believe this level of name recognition on a national scale helps facilitate the acceptance by both patients and doctors of hospitals in other regions across India that we may add to our network. Our Strategy We continuously strive to improve the quality of healthcare services provided by our hospitals, while at the same time focusing on our financial results. Below are the key strategies we are employing to achieve these goals: Continue to grow with a flexible expansion program. We intend to utilize our existing experience in building, operating and acquiring hospitals to continue our growth. We employ a flexible approach to our expansion by building new hospitals, such as our hospital in Jaipur and our hospitals under development in Shalimar Bagh and Gurgaon, as well as acquiring existing hospitals, such as pursuant to the Escorts hospitals acquisition, the IHL acquisition and the HHPL acquisition. We have entered into a business transfer agreement dated August 24, 2009 for the proposed Wockhardt Hospitals Acquisition, the completion of which is subject to the fulfillment of certain closing conditions. Pursuant to the completion of the Wockhardt Hospitals Acquisition, we will acquire eight operational hospitals and two hospital projects under development. For details of Wockhardt Hospitals Acquisition, see the section titled “The Wockhardt Hospitals Acquisition” beginning on page 117 of this Letter of Offer. Additionally, we seek to continue our strategy of entering into O&M contracts for both existing and new hospitals, such as Jessa Ram Hospital, Fortis La Femme, Fortis Flt. Lt. Rajan Dhall Hospital, Fortis Hospital Seshadripuram, Fortis Clinique Darné, Fortis Modi Hospital and S.L. Raheja Hospital, as well as entering into new satellite and heart command center arrangements. We have an acquisitions team, which is dedicated to continuously evaluating potential greenfield, acquisition and O&M opportunities in our existing and new regions. We also consult with internationally renowned management consultants regarding our expansion strategy and to build our capability to complete projects while adhering to quality standards in a cost-effective manner. Our evaluation criteria for new opportunities include the cost, the quality of the infrastructure, work culture and specialties at a facility (for existing facilities), location (with a focus on properties located in major cities), population base, the skill and reputation of the doctors and other medical and non-medical staff at existing facilities and the attractiveness to leading doctors of the location of new sites. Expand into new regions. We believe the growing affluence, sophistication and awareness about healthcare services of patients throughout India will lead to higher demand for our healthcare services. The Indian healthcare

81

market is highly fragmented throughout the country, with many small “nursing home” or hospice facilities run by one or two doctors and some larger facilities run by trusts, societies, corporate entities and the local, state and central governments. We seek to replicate the model we have applied in north India to establish a network of super-specialty “Centers of Excellence” and multi-specialty hospitals to deliver quality healthcare to patients across the country and leverage our extensive knowledge of the healthcare sector and brand recognition to attract both doctors and patients to our future facilities. The HHPL acquisition and the O&M contracts for Fortis Modi Hospital and S.L. Raheja Hospital provides us a presence in west India and the Malar acquisition and the LHPL acquisition provides us a presence in south India. In addition, pursuant to the completion of the Wockhardt Hospitals Acquisition, we will acquire eight operational hospitals and two hospital projects under development. Of the eight operational hospitals, two hospitals are in eastern Mumbai, four are in Bangalore and two are in Kolkata. The two hospital projects under development are in Bangalore and Kolkata. As such, we expect that the Wockhardt Hospitals Acquisition, if completed, will enable us to further expand our presence in west and south India and establish a presence in east India. As we expand into new regions, we intend to roll out in such regions quickly to hire doctors and also establish our network in the community before our competitors do. Focus on high-growth segments of the healthcare market. The growth in the Indian economy, together with an increase in purchasing power, an increase in awareness about health and healthcare, a growing medical value travel market and an increase in lifestyle-related diseases such as heart disease, has created a new and expanding group of patients. This group is increasingly demanding higher levels of quality medical services, particularly tertiary and quaternary healthcare services, including cardiac care, orthopedics, neuro-sciences, oncology, renal care, metabolic diseases and mother and child care. Due to their complex nature, these procedures command relatively high prices and these specialties are among the most profitable for a hospital. During Fiscal 2009, we performed approximately 5,400 heart surgeries, 6,000 angioplasties, 15,200 angiographies, 2,800 other cardiac procedures, 4,950 orthopedic surgeries and 1,300 neuro surgeries across our network of healthcare delivery facilities. Through our super-specialty “Centers of Excellence” with well-known doctors in their fields and our particular focus on high-growth areas such as cardiac care and orthopedics, we believe we are well-positioned to serve this increasing demand for sophisticated medical procedures. Attract and retain prominent, skilled doctors. The skill level of a hospital’s doctors is key to its success. We believe that hiring surgeons and other physicians who have established reputations for clinical excellence in their communities is key to the successful implementation of our strategy to acquire, develop and operate hospitals. We believe that we have been successful in attracting and retaining prominent and skilled doctors due to the quality and comprehensive capabilities of our hospitals, the reputation of the other doctors at our hospitals, our extensive continuing education program, our community outreach initiatives and the research opportunities available at our hospitals. In addition, we employ a “staff” model at our owned hospitals under which a majority of our doctors, including all of the doctors practicing within core specialty areas, are compensated on a salary plus incentives or retainership basis, and practice exclusively at hospitals within the FHL network. We believe that the “staff model” and the reputation of our hospitals and doctors will continue to help us attract and retain skilled doctors. Improve occupancy rates and increase average income per bed in use. For Fiscal 2009, the average occupancy rate and average income per bed in use at Fortis Hospital - Mohali, Escorts Hospital - Delhi, Fortis Hospital - Noida, Fortis Escorts Hospital - Faridabad, Fortis Escorts Hospital - Amritsar, Fortis Escorts Hospital - Jaipur and Fortis Escorts Hospital - Raipur were 72% and Rs.7.27 million, 71% and Rs.7.21 million, 65% and Rs.5.22 million, 77% and Rs.2.82 million, 65% and Rs.3.13 million, 54% and Rs.3.55 million and 53% and Rs.2.17 million, respectively. We seek to improve occupancy rates by expanding the referral network for our hospitals and increasing community outreach programs to gain market share in the regions in which we operate. We also seek to increase our average income per bed in use by focusing on high-end healthcare services, reducing the average length of stay of our inpatients and improving utilization rates. Maximize efficiencies across our hospitals through greater integration and better supply chain management. We continue to strive to maximize efficiencies across our hospitals through greater integration of our hospitals. For example, the integration of the Escorts hospitals has enabled us to adopt the best practices from such hospitals across our other existing hospitals, as well as install the best practices from our other existing hospitals across the Escorts hospitals. We have also recently implemented the Fortis Operating System (“FOS”), which is a patient management system that seeks to enhance patient care services through the establishment of standardized non-clinical processes and implementation of performance management methodology. We expect to implement the

82

FOS across our entire network of healthcare delivery facilities by the end of Fiscal 2010. In addition, we have also initiated a Purchase Supply Management (“PSM”) program, which seeks to improve our procurement methodology and minimize costs associated with our supply chain by implementing standardization of consumables and other items across units, equalizing prices across facilities, consolidating suppliers and improving internal process efficiencies.

Equip administrators with leadership skills and best practices. Training our administrators in best practices is critical to achieving efficiencies, particularly in a growing company such as ours. We have initiated the Fortis Institute of Enhanced Leadership Development program which seeks to attract and build a sustainable pipeline of management talent to support emerging business needs and develop and train employees appropriately for each level of the management hierarchy to drive results efficiently. Our Network Hospitals The table below lists each of the 16 hospitals in our network. For additional detail on our hospitals, see “—Our Hospitals” below under this section titled “Our Business” beginning on page 76 of this Letter of Offer:

S. No.

Hospital

Location

Ownership/

Management Structure

Date of Commencement of

Operations/

Acquisition/

Affiliation

Owned Hospitals

1. Fortis Hospital -

Mohali Mohali, Punjab

Wholly owned by the Company Commenced operations in June 2001

2. Escorts Hospital -

Delhi New Delhi Majority owned by the Company through its 89.99%

owned subsidiary (EHIRCL) Acquired a 89.99% interest in September 2005 pursuant to the Escorts hospitals acquisition (commenced operations in 1988)

3. Fortis Hospital -

Noida Noida, Uttar Pradesh (NCR)

Wholly owned by the Company through its 100% owned subsidiary (IHL)

Acquired a 100% interest in July 2007 (commenced operations in August 2004)#

4. Fortis Escorts

Hospital - Faridabad

Faridabad (NCR)

Wholly owned by the Company through a 100% owned subsidiary (EHRCL) of IHL##

Acquired in September 2005 pursuant to the Escorts hospitals acquisition (commenced operations in August 1982)

5. Fortis Escorts

Hospital - Amritsar Amritsar, Punjab

Majority owned by the Company through a 100% owned subsidiary (EHSSIL) of EHIRCL###

Acquired in September 2005 pursuant to the Escorts hospitals acquisition (commenced operations in January 2003)

6. Fortis Escorts

Hospital - Jaipur Jaipur, Rajasthan

Wholly owned by the Company through a 100% owned subsidiary (EHSSHL) of IHL^

Commenced operations in August 2007

7. Fortis Hospital

Seshadripuram

Bangalore, Karnataka

Majority owned by the Company through a 67.23% owned subsidiary (LHPL) of IHL^^. The Company has nominated four directors on the board of directors of LHPL O&M contract between the Company, LHPL and certain existing shareholders of LHPL for a period of 10 years from the effective date under the agreement or until IHL holds 76% or above of the capital of LHPL, whichever is later. The Company and its affiliates have a right of first refusal to (i) undertake any O&M services in any new hospital or clinic to be developed

Completed the acquisition of a 67.23% interest in February 2009. O&M contract dated June 7, 2008 (commenced operations in April 2007)

83

S. No.

Hospital

Location

Ownership/

Management Structure

Date of Commencement of

Operations/

Acquisition/

Affiliation

by LHPL, and (ii) provide outsourcing services, such as pharmacy and laboratory services. Either party may terminate the contract by giving a 30-day notice in specified circumstances. The Company may also terminate the contract in case of (i) default by LHPL to perform any term of the O&M contract or any condition of any lease, mortgage or other agreement involving any immovable property of the hospital or any high value medical equipment of the hospital or (ii) any use of the “Fortis” name and/or logo in violation of the O&M contact

Associate Hospitals

8. Fortis Malar

Hospital Chennai, Tamil Nadu

49.86% owned by the Company through an associate (MHL) of IHL+. The Company has nominated two directors on the board of directors of MHL

Acquired a 48.83% interest in February 2008. Subsequently, acquired an additional 1.03% interest (commenced operations in May 1992)

9. Hiranandani

Hospital Vashi Navi Mumbai, Maharashtra

39.99% owned by the Company through its associate (HHPL)^^^

Acquired a 99.99% interest in February 2007, and transferred a 60% interest to FHHL, a Promoter company, in July 2008 (commenced operations in March 2009)

10. Fortis La Femme New Delhi 31.26% owned by the Company through its associate

(SMPL), with contractual rights and obligations to acquire a greater equity interest under certain circumstances^^^^. The Company has nominated one director on the board of directors of SMPL

The Company also has a 10-year O&M contract with SMPL, expiring in 2016, which will automatically renew for an additional five-year period, provided that neither party has given a three months prior written notice to the other party prior to the expiry of the initial term of 10 years communicating its intention not to renew the contract. Either party may terminate the contract in the event of a material breach if the other party fails or neglects to explain or rectify the breach within 90 days of a notice of breach, or for reasons other than a material breach, after a 45-day notice period during which period both parties must attempt to avert the termination

Acquired a 31.26% interest in September 2007. O&M contract dated January 3, 2006 (commenced operations in June 2004)

11. Fortis Clinique

Darné Mauritius 28.89% owned by the Company through an associate

(MSCL) of FHIL, which is a 100% owned subsidiary of IHL; the Company has nominated two directors on the board of directors of MSCL The Company, through FHIL, also has a 10-year O&M contract with MSCL, expiring in 2019, which may be renewed on mutually acceptable terms. Either party may terminate the contract in specified circumstances, including if FHIL and/or its affiliates reduce their shareholding below 10% of the total issued share capital of MSCL by giving at least six months prior written notice. FHIL and its affiliates have a right of first refusal to undertake O&M services in any new hospitals or clinic developed by MSCL or its affiliates

Acquired a 28.89% interest in January 2009. O&M contract dated December 10, 2008 (commenced operations in 1953)

Collaboration with the Government of Chhattisgarh* 12. Fortis Escorts

Hospital - Raipur Raipur, Chhattisgarh

Operated by the Company through EHIRCL pursuant to a five-year O&M contract. Pursuant to a subsequent

O&M contract dated August 29, 2002, as amended on

84

S. No.

Hospital

Location

Ownership/

Management Structure

Date of Commencement of

Operations/

Acquisition/

Affiliation

agreement, the term of the agreement was extended for a further period of 10 years with effect from November 1, 2007. All operating expenses and any profits and losses from the operation of the hospital are for the account of EHIRCL. The hospital building and all hospital equipment are owned by the Government of Chhattisgarh. Either party may terminate the O&M contract by giving six months notice

March 27, 2003 and October 30, 2007. Affiliation since September 2005 pursuant to the Escorts hospitals acquisition (commenced operations in November 2002)

O&M Contracts

13. Fortis Flt. Lt. Rajan Dhall Hospital

New Delhi Perpetual O&M contract between Flt. Lt. Rajan Dhall Charitable Trust (the “Dhall Society”), Vaitalik and the Company’s 100% owned subsidiary, FHTL, pursuant to which FHTL replaced Vaitalik as the O&M provider and assumed all of its rights and obligations under the contract. Either party can terminate the agreement upon breach of any obligation

O&M contract dated May 12, 2005 (commenced operations in May 2006)

14. Jessa Ram Hospital New Delhi 20-year O&M contract between the Company and the

R.B. Seth Jessa Ram and Bros. Charitable Hospital Trust, expiring in 2023, which will automatically renew for an additional 20-year period unless the Company terminates the contract with three months’ notice

O&M contract dated October 29, 2003 (commenced operations in 1952)

15. Fortis Modi

Hospital Kota, Rajasthan

Five-year O&M contract between the Company and the Ram Niwas Modi Charitable Society (“RNMCS”), expiring in 2014, which may be extended for a further period of five years by mutual discussion. The Company and its affiliates have a right of first refusal to (i) undertake any O&M services in any new hospital or clinic to be developed by RNMCS, and (ii) provide outsourcing services, such as pharmacy and laboratory services. Either party may terminate the contract by giving a 30-day notice in specified circumstances. The Company may also terminate the contract by giving a written notice of 30 days to RNMCS if (i) RNCMS fails to perform its obligations under the O&M contract or defaults on any condition of any lease, mortgage, deed or other agreement involving any immovable property or high value medical equipment or (ii) RNMCS uses the name “Fortis” and/or the logo in violation of the O&M contact or the name user agreement or (iii) RNMCS is in material breach of the terms of the O&M contact

O&M contract dated February 2, 2009 (commenced operations in November 2007)

16. S.L. Raheja Hospital

Mumbai 10-year O&M contract between the Company and The Diabetic Association of India (“DAI”) and the All India Institute of Diabetes (“AIID”), expiring in 2019, subject to the right of either party to the contract to review the operation and management of the hospital 180 days prior to the expiry of a period of five years from the effective date (i.e., June 22, 2009) and based on such review, terminate the contract by giving the other party a 90-day notice. Either party may terminate the contract by mutual consent or in the event of a material breach by another party if the breaching party has failed to cure the default within the time specified in the notice to the breaching party. DAI/AIID may terminate the contract with 90 days’ notice if the variation between the projected EBITDA (as per the annual budget) and the actual audited EBITDA exceeds 20% for two consecutive financial years; provided that such termination is not applicable for the first financial year commencing from the effective date of the contract. DAA and AIID also have a right to terminate the contract with 90 days’ notice in certain

O&M contract dated April 2, 2009 (IPD and OPD commenced operations in 1982 and 1983, respectively)

85

S. No.

Hospital

Location

Ownership/

Management Structure

Date of Commencement of

Operations/

Acquisition/

Affiliation

other circumstances, including if there is a change of control of the Company, except for any inter se transfer between the promoters and the affiliates of the Company or the Company commits any act or omission by which its reputation is materially adversely affected. The Company has undertaken not to provide any services similar to the services provided under the O&M contract with respect to the hospital or provide any facilities similar to the facilities offered by the hospital either for Hinduja Hospital (Mahim) or Lilavati Hospital (Bandra) and not to establish a greenfield project in any location within a three kilometer radius of the hospital without the prior consent of the executive council of AIID.

__________

# IHL, the corporate entity that owns the Fortis Hospital - Noida became a board-controlled subsidiary of the Company in December

2002. The Company acquired a majority interest in IHL in March 2006 and a 100% interest in July 2007.

## Pursuant to transfer of equity shares by EHIRCL, in August 2008, IHL completed the acquisition of a 100% interest in EHRCL for a

total consideration of Rs.648.99 million.

### EHIRCL increased its equity interest in EHSSIL from 82.61% to 99.99% in July 2008 and to 100% in March 2009.

^ Pursuant to transfer of equity shares by EHIRCL, in August 2008, IHL completed the acquisition of a 100% interest in EHSSHL for a

total consideration of Rs.119.89 million.

^^ In August 2008, IHL subscribed for equity shares of LHPL, representing 31.60% of the then-existing paid-up capital of LHPL. In

addition, in August 2008, IHL also subscribed for 1% non-cumulative compulsorily convertible preference shares of LHPL. In

January 2009, IHL converted all of the compulsorily convertible preference shares into equity shares of LHPL and acquired a

majority interest in LHPL. In February 2009, IHL subscribed for additional equity shares of LHPL pursuant to which IHL’s interest

in LHPL increased to 67.23% of the paid-up equity share capital of LHPL.

+ Pursuant to a preferential allotment of shares upon the exercise by IHL of an option to convert a certain loan granted to MHL into

equity, transfer of shares by the promoters of MHL and public offer of shares under the Takeover Code, IHL acquired an aggregate

equity interest of 48.83% in MHL. Subsequently, IHL has increased its equity interest in MHL to 49.86%.

^^^ In February 2007, the Company acquired a 99.99% interest in HHPL. On July 8, 2008, the Company entered into an agreement with

FHHL, a Promoter company, pursuant to which the Company transferred 60% of the equity share capital of HHPL to FHHL. The

agreement between the Company and FHHL provides that all the benefits including in respect of bonus issues, dividends, rights

shares and other pecuniary benefits will accrue to FHHL with effect from April 1, 2008.

^^^^ In January 2006, the Company acquired 5% of the then-existing paid-up capital of SMPL. In April 2007 and September 2007, the

Company acquired 8.94% and 20.54%, respectively, of the then-existing paid-up capital of SMPL.

* Fortis Escorts Hospital - Raipur is distinguished from our O&M agreements in that under the agreement with the Government of

Chhattisgarh, while the Government of Chhattisgarh owns the building in which the hospital operates and owns and funds the

purchase of all hospital equipment, all operating expenses and any profits and losses from the operation of the hospital are for the

account of EHIRCL.

Satellite and Heart Command Centers In addition to our network of 16 hospitals, we also have a network of 12 satellite and heart command centers. While at Fortis City Centre, Chandigarh, we maintain, operate and manage an OPD and are responsible for all the expenses and retain all the profits, at our other satellite and heart command centers, our obligations under the contracts with the owners of the hospitals in which these command centers are located typically consist of providing various levels of cardiac care services, including performing surgeries and procedures, overseeing the clinical management of the center, providing doctors and other staff and, in some cases, providing management, advice and technical know-how and procuring and maintaining medical equipment. These satellite and heart command centers serve as “spoke” hospitals for our super-specialty “hub” hospitals. The table below lists each of the 12 satellite and heart command centers in our network.

S. No.

Satellite/Heart

Command Center

Location

Our Obligations Expiration

1. Fortis City Centre+ Chandigarh We maintain, operate and manage an OPD January 9, 2011 2. Kalyani Hospital Gurgaon,

Haryana (NCR)

We are required to (i) set up invasive and non-invasive cardiac facilities; (ii) place and maintain such medical equipment as required, including a catheterization laboratory; (iii) manage the facility independently as our

March 31, 2013 (renewed automatically for a further period of five years unless either party gives a written notice of its intention not to renew the

86

S. No.

Satellite/Heart

Command Center

Location

Our Obligations Expiration

division; (iv) employ/depute doctors and other personnel; (v) provide, maintain and manage the medical consumables required for the non-invasive, invasive and surgical cardiac care services provided at the facility; (vi) be responsible for billing and collection and maintenance of books of accounts

agreement three months prior to the expiration date)

3. Birla Institute of

Medical Research Gwalior, Madhya Pradesh

We are required to (i) provide non-invasive and invasive cardiac care services at the facility; (ii) provide our cardiologists who shall be stationed at the facility; (iii) provide appropriate personnel to the facility to perform specialized procedures, such as angiography, angioplasty and permanent pacemaker procedure; (iv) provide training to medical and para-medical personnel

October 21, 2012 (renewable pursuant to written agreement between the parties for a further period of five years)

4. Saraswati Heart Care

Hospital Allahabad, Uttar Pradesh

We are required to (i) provide invasive cardiac care services and cardio vascular surgeries at the facility; (ii) provide personnel, such as interventional cardiologist, that may be required in order to provide invasive cardiac care services at the facility; (iii) provide personnel, such as cardio vascular surgeon, anesthetist and perfusionist, that may be required to perform cardio vascular surgeries at the facility

July 31, 2010

5. Ravindra Hospital

Hisar Cath Lab and Heart Centre

Hisar, Haryana We are required to (i) provide non-invasive and invasive cardiac care services at the facility; (ii) provide appropriate personnel, such as interventional cardiologist, to the facility to perform invasive cardiac care services

January 1, 2011

6. Yoshoda Hospital Ghaziabad

(NCR) We are required to provide personnel, such as cardiac surgeon, cardiac anesthetic and perfusionist, that may be required to perform cardiac surgeries at the facility

December 31, 2011 (renewable at our option for a further period of thirty six months)

7. Indian Spinal Injuries

Center New Delhi We are required to (i) provide outpatient

consultation, inpatient consultation and non-invasive diagnostics at the facility; (ii) provide appropriate personnel to the facility to provide cardiac care services

August 31, 2010 (renewable pursuant to written agreement between the parties for a further period of two years)

8. Kamayani Hospital Agra, Uttar

Pradesh

We are required to (i) provide non-invasive cardiac care services, invasive cardiac care services and cardio vascular surgeries; (ii) provide doctors to provide non-invasive cardiac care services who shall be stationed at the facility; (iii) provide other personnel, such as interventional cardiologist, that may be required in order to provide invasive cardiac care services at the facility; (iv) provide personnel, such as cardio vascular surgeon, anesthetist and perfusionist, that may be required to perform cardio vascular surgeries at the facility; (v) provide technical advice and assistance in commissioning modern cardiac care facility, equipment and manpower planning; (vi) provide advice and assistance in establishing clinical protocols; (vii) provide cardiac care training to personnel

March 31, 2014

9. Arneja Heart Institute Nagpur,

Maharashtra We are required to provide doctors to carry out cardio vascular surgeries at the facility

December 10, 2012 (renewable at the our option for a further period of 60 months)

87

S. No.

Satellite/Heart

Command Center

Location

Our Obligations Expiration

10. Sadbhavna Medical & Heart Institute

Patiala, Punjab We are required to (i) provide outpatient consultation and inpatient consultation; (ii) perform procedures, such as angiographies, single- and multi- vessel angioplasties, all other procedures carried out in the cardiac catheterization laboratories and closed heart surgeries; (iii) provide senior cardiologists to perform the procedures; (iv) provide any other personnel that may be required

Perpetuity, unless terminated by either party by giving at least two months notice to the other party

11. Goyal Hospital & Research Centre

Jodhpur, Rajasthan

We are required to (i) provide non-invasive cardiac care services, invasive cardiac care services and cardio vascular surgeries; (ii) provide doctors to provide non-invasive cardiac care services who shall be stationed at the facility; (iii) provide other personnel, such as interventional cardiologist, that may be required in order to provide invasive cardiac care services at the facility; (iv) provide personnel, such as cardio vascular surgeon, anesthetist and perfusionist, that may be required to perform cardio vascular surgeries at the facility; (v) provide technical advice and assistance in commissioning modern cardiac care facility, equipment and manpower planning; (vi) provide advice and assistance in establishing clinical protocols; (vii) provide cardiac care training to personnel

March 31, 2014

12. Escorts-Amiri Heart

Centre Kabul, Afghanistan

We are required to (i) provide outpatient consultation and non-invasive cardiac investigations; (ii) provide a senior cardiologist and technician capable of providing cardiac care services who shall be stationed at the facility; (iii) provide other personnel as required

November 2, 2010

__________

+ Pursuant to a lease agreement.

Our Operations

We maintain a flexible approach to our acquisition of hospitals, and our network of 16 hospitals includes hospitals that are wholly owned or majority owned by us, associate hospitals in which we own less than a majority interest, including two that are also operated and managed by us pursuant to O&M contracts, one hospital which we operate in collaboration with the Government of Chhattisgarh and hospitals which are operated and managed by us pursuant to O&M contracts but owned by third parties. We currently own or have a majority interest in seven hospitals, and operate Fortis Escorts Hospital - Raipur in collaboration with the Government of Chhattisgarh. Of these, four hospitals in Mohali, Noida, Faridabad and Jaipur are wholly owned by us. The Escorts hospitals in New Delhi and Amritsar and the Fortis Hospital Seshadripuram in Bangalore are majority owned by us. As the owner and operator of these hospitals, we are responsible for the expenses of these hospitals, including equipment, staff, liability insurance, maintenance, supplies and capital expenditures. In the case of Fortis Escorts Hospital - Raipur, the Government of Chhattisgarh owns the building in which the hospital operates and owns and funds the purchase of all hospital equipment, and all operating expenses and any profits and losses from the operation of the hospital are for the account of EHIRCL. We also have four associate hospitals in Chennai, Navi Mumbai, New Delhi and Mauritius. Of these, two hospitals, Fortis La Femme in New Delhi and Fortis Clinique Darné in Mauritius, are operated and managed by us pursuant to O&M contracts. In addition, four other hospitals, Fortis Flt. Lt. Rajan Dhall Hospital, Jessa Ram Hospital, Fortis Modi Hospital and S.L. Raheja Hospital, are operated and managed by us but owned by trusts or societies or other corporate owners. Fees derived from our O&M contracts with hospitals are typically determined based on an identified

88

percentage of gross revenue and in some contracts, the higher of the gross revenue and a specified fixed amount. Under certain O&M contracts, the management fees are based on a percentage of EBITDA less any operating expenses, or gross billings or surplus generated from running the hospital. In some cases we receive a certain percentage of gross revenue only if the gross revenue exceeds certain thresholds, else we receive net revenue if the thresholds are not met, and in some contracts, gross billing is reduced by any net cash loss. Under the terms of some of our O&M contracts, we may receive an additional payment that is either a fixed amount or a variable amount, for example, in the case of the Fortis Clinique Darné hospital in Mauritius, an amount linked to the EBITDA of the corporate entity owning the hospital, and in the case of S.L. Raheja Hospital, in the event that the EBITDA for any financial year exceeds a threshold amount, the Company is entitled to an additional management fee in that financial year, which is a certain percentage of such excess portion of the EBITDA. The terms of our O&M contracts are typically for a period of 10 years and often include renewal clauses. For Fortis Flt. Lt. Rajan Dhall Hospital, the O&M contract period is perpetual, for Jessa Ram Hospital, the initial period is 20 years, for Fortis Modi Hospital, the initial period is five years and for S.L. Raheja Hospital, the term is for 10 years, subject to the right of either party to the contract to review the operation and management of the hospital 180 days prior to the expiry of a period of five years from the effective date of such contract and based on such review, terminate the contract by giving the other party a 90-day notice. The O&M contracts may be terminated by the owners under certain circumstances, including in some cases upon prior written notice or in the event of a material breach. Other than payment for building improvements and expenditures on medical and other equipment, plant and machinery, furniture and fixtures, vehicles and computers to which we retain title at Fortis Flt. Lt. Rajan Dhall Hospital, and, in some other cases, purchasing medical equipment which we lease to the hospital, we are generally not responsible for capital expenditures at our O&M contract hospitals. Under the terms of our O&M contract for Fortis Flt. Lt. Rajan Dhall Hospital, we are required to arrange funding for the development, operation and maintenance of the hospital and are responsible and liable for any civil and/or financial liability arising out of any financial, contractual or other dealings which we may have with any third party, even if it is for the purpose of building, managing and running the hospital. For further details regarding the terms of our O&M contracts, see the section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. We generally enter into an O&M contract rather than acquiring a hospital in the case of an attractive hospital opportunity where the owner wishes to retain control, where the hospital may be incorporated as a non-profit institution or in new areas where we are less familiar with the region or type of hospital and are seeking to make an initial low-risk entry into the market and widen the geographic scope of our operations. For example, our Fortis La Femme hospital is our first foray into a “boutique” style hospital focusing on women’s health and maternity care. Complementing our 16 hospitals are 11 satellite and heart command centers in hospitals across India and one satellite center in Afghanistan. Other than Fortis City Centre, Chandigarh, where we maintain, operate and manage an OPD and are responsible for all the expenses and retain all the profits, our other satellite and heart command centers range from 25 to 30-bed comprehensive surgical facilities with operating theaters and catheterization laboratories providing consultation on prevention and rehabilitation, as well as diagnostic services such as angiographies to eight to 10-bed non-invasive centers providing preventive and rehabilitative services. The satellite and heart command centers are staffed with cardiologists, cardiac surgeons, anesthesiologists, nurses and other medical and non-medical staff. In addition, doctors on the staff of our hospitals are periodically stationed at these centers and perform examinations, a variety of invasive and non-invasive procedures and post-operative care, referring more complex procedures to one of our super-specialty hospitals. While certain satellite and heart command centers are run by us, at other centers, we only provide limited O&M support. Our services range from providing the services of our doctors and other personnel, to overseeing the clinical management of the center, to providing management, advice and technical know-how. We are generally compensated for a fee per procedure and/or, in some cases, a fee that is typically tied to a percentage of the revenue generated at the center. We are also paid a minimum guaranteed fee per annum stipulated in some contracts and in some others, we are reimbursed for the compensation and benefits paid to our doctors and personnel stationed at the satellite and heart command centers. Patients at the satellite and heart command centers requiring advanced cardiac treatment are generally referred to our “Centers of Excellence” in cardiac care and the contract requires us to reimburse the center for any resultant facilitation expense incurred by the center. The owners of hospitals where our satellite and heart command centers are located are generally responsible for the expenses of the centers, including doctors’ salaries, except that the salaries and retainers for our doctors who are not permanently stationed at a center are typically paid by us.

89

Procedures

At our multi-specialty facilities, we offer comprehensive medical services to our patients in their local communities, which we complement with sophisticated, advanced super-specialty procedures. The table below lists the most common super-specialty procedures performed during Fiscal 2009 at the hospitals in our network, other than the hospitals that have recently been included in our network.

Procedures

Fortis

Hospital

- Mohali

#

Escorts

Hospital

- Delhi

##

Fortis

Hospital

- Noida

#

Fortis

Escorts

Hospital -

Faridabad

#

Fortis

Escorts

Hospital -

Amritsar

##

Fortis

Escorts

Hospital

- Jaipur

#

Fortis

Malar

Hospital -

Chennai

**

Fortis

La

Femme

- Delhi

**+

Fortis

Escorts

Hospital

- Raipur

***

Fortis Flt. Lt.

Rajan Dhall

Hospital -

Delhi

+

Jessa

Ram -

Delhi

+

Cardiac Care - Cardio Thoracic

Vascular Surgery

CABG 709 1,365 108 66 326 368 68 - 307 80 - Pediatric 113 959 - - - - 9 - - 2 - Valve (AVR/DVR/MVR)

156 331 17 11 32 37 13 - - 14 -

Others 137 348 46 - 40 19 20 - - 52 1

- Cardiology Angioplasties 1,447 2,796 164 307 660 375 61 - 198 196 5 Angiographies 3,304 7,056 486 536 1,581 1,093 196 - 795 651 27 Pacemaker 143 380 11 25 88 36 7 - 92 30 4 Others 448 1,019 40 - 73 267 - - 18 154 7

Orthopedics - Joint Replacements Total Knee Replacement (Bilateral)

552 1 386 2 128 13 - - - 628 2

Total Knee Replacement (Unilateral)

124 - 43 10 43 55 37 - - 75 2

Total Knee Replacement (Revision)

- - 9 - - - - - - 13 -

Total Knee Replacement (Unicompartment)

- - 6 - - - - - - 13 1

Total Hip Replacement 90 1 39 - 25 11 19 - - 44 2 Neuro-sciences

- Supra Major 217 - 474 - 174 - - - - - - - Major - - 173 101 - 12 70 - - 33 45 Renal Care - Nephrology - - - N/A 6 - - - - - 16 - Urology - - - - - - - - - - -

Major 460 - 253 312 5 - 71 - - 476 25 Minor 286 - 377 162 163 124 177 - - 244 77 Pulmonology - Major 2 - - 1 - - - - - 164 - - Minor 61 - - 202 - - 5 - - 61 5

Cosmetic Surgery - Medical Surgery - - - 130 3 - - - - 126 15 - Others 254 - 780 56 - - - 165 - - 0 Mother and Child

Care

- Gynecology - - - - - - - - Major 204 - - 1,086 76 68 - 554 - 87 20

Minor 67 - - 414 - 33 - - - - 410 - Obstetrics Normal Delivery - - - - - 104 - 380 - - 59 Caesarian - - - - - 81 - 754 - - 121 - Neonatology Level 1 - - - - - - - 525 - - -

Level 2 - - - - - - - - - - - Level 3 - - - - - - - - - - -

__________

90

# Wholly owned hospital.

## Majority owned hospital.

** Associate hospital.

*** Hospital operated by us in collaboration with the Government of Chhattisgarh.

+ Hospital operated by us pursuant to O&M contract.

The following are brief descriptions of some of the common super-specialty procedures performed at our hospitals: Cardiac Care Open heart surgery includes any surgery where the chest is opened and surgery is performed on the heart, including the heart muscle, valves, arteries and other cardiac structures. Coronary Artery Bypass Graft (CABG) surgery, which is open heart surgery, involves using a healthy blood vessel from one part of the body to construct a detour around the blocked coronary artery. Coronary Angiography: In a coronary angiography (CAG) procedure, a thin plastic tube (a catheter) is guided through an artery in the arm or leg to the coronary arteries. A liquid dye is injected through the catheter, and is visible in X-rays that record the course of the dye as it flows through the arteries. This identifies the blocked areas in the coronary arteries and aids decisions about the best course of action. The procedure is conducted in a cardiac catheterization laboratory rather than an operating theater. Coronary Angioplasty: Percutaneous Transluminal Coronary Angioplasty (PTCA) involves guiding a catheter with a small balloon on its tip to the blocked areas of arteries through another catheter and then inflating the balloon, which compresses the plaque build-up, widening the artery for blood flow. Orthopedics Knee replacement surgery replaces the cartilage on the ends of the bones of the knee. Implants include a metal alloy on the bottom of the thighbone and polyethylene on the top of the tibia and underneath the kneecap. This is designed to create a new, smoothly functioning joint that prevents painful bone-on-bone contact. Hip replacement surgery removes the arthritic ball of the upper femur (thigh bone) as well as the damaged cartilage from the hip socket, and replaces it with a metal or ceramic ball that is solidly fixed to a stem inserted into the femur. The socket is replaced with a metal cup, which is fixed to the acetabulum, or socket. Neuro-sciences Supra major procedures include excision of large spinal tumors and brain tumors, correction of blood vessel supply network system anomalies, decompression and reconstruction brain surgeries, carotid stenting for improving the blood supply to the brain and other minimal invasive surgeries of the brain and spinal cord. Major surgeries include procedures for decompression of the spinal cord and craniotomies, where the skull bone is cut open for corrective surgery and also in emergency neuro trauma situations where bleeding within the cranium is managed. Renal Care Nephrology: Two types of dialysis are performed - peritoneal dialysis, where the human body is cleared of waste material through fluid in the abdomen, and hemodialysis, where the human body is cleaned through the blood. Other procedures include insertion of catheters into blood vessels in and around the kidney, kidney biopsies and permanent urinary catheter insertion and removal. Urology: Procedures performed include partial resection and correction of the bladder in case of bladder tumors, prostatectomy or removal of the prostrate gland and laparoscopic (minimal access) surgeries for prostate gland removal and bladder cancers.

91

Pulmonology Major procedures include lobectomy, or removal of a portion of a lung which is irreversibly affected by disease, decortication, or removal of the outer covering of the lung, and needle biopsy of the lung. Minor procedures include bronchoscopy, a diagnostic and therapeutic procedure on the respiratory tree using a bronchoscope, and intercostal and pericardial drainage, where abnormal fluid is drained out of the area around the lungs and the heart, respectively. Mother and Child Care Gynecology procedures include hysterectomy, which is surgical removal of the uterus, abdominal cervicopexy, which corrects prolapse of the uterus and ovarian cystectomy, which corrects cyst formation in the ovaries. Obstetrics procedures include antenatal care, normal deliveries, Caesarian section deliveries, painless labor and management of high-risk pregnancies. Neonatology procedures and services include incubation of newborn premature babies, phototherapy for newborns suffering from jaundice and intensive care for critically ill newborns. In vitro fertilization (IVF) is a process by which the egg cells are fertilized by the sperm outside of the womb, and after fertilization, the embryo is implanted into the female uterus. We have recently included the IVF procedure at our Fortis La Femme hospital. Our Hospitals

Each of our hospitals, other than our “boutique” Fortis La Femme hospital and our super-specialty Escorts cardiac hospitals, Escorts Hospital - Delhi and Fortis Escorts Hospital - Raipur, offers a range of specialty hospital services, such as cardiac care, orthopedics, neuro-sciences, gastroenterology, metabolic diseases, renal care, oncology, mother and child care, cosmetic surgery, ophthalmology, pulmonology and ENT care and dermatology. Each hospital has one or more “Centers of Excellence” in various advanced specialties such as cardiac care, orthopedics and neuro-sciences, along with multi-specialty healthcare facilities. In addition, our 12 satellite and heart command centers concentrate on various levels of cardiac care. The paragraphs below describe our 16 hospitals, including our associate and O&M hospitals, and certain statistics for each of our hospital facilities. Hospital beds mentioned in the paragraphs that precede the tables below refer to the actual number of hospital beds physically present in the hospital. Fortis Hospital - Mohali: Fortis Hospital - Mohali is our first hospital and is wholly owned by us. It is the cornerstone of our hospital network. It includes a comprehensive cardiac program in northwest India and also provides emergency trauma care services, and serves as a “hub” for a number of smaller, secondary care hospitals in the surrounding areas. Fortis Hospital - Mohali includes three sub-facilities on one campus: (i) a super-specialty cardiac center equipped to provide advanced cardiac treatments for all forms of heart disease, (ii) a general multi-specialty hospital and (iii) the Fortis Inn rehabilitation center designed to provide “step-down” care to patients based outside the Mohali area to help them fully recover from surgery, as well as accommodation for visitors, including attendants and patients’ relatives. Fortis Hospital - Mohali also operates a satellite center, Fortis City Centre, at a separate location in Chandigarh. Fortis Hospital - Mohali commenced operations in 2001 and cost approximately Rs.1,281.41 million to operationalize. It currently has seven operating theaters and 215 operational inpatient beds, with installed capacity for up to 300 beds. Fortis Hospital - Mohali has received accreditation from the Joint Commission International, an affiliate of the JCAHO, a healthcare accrediting organization, and NABH, an autonomous body established in 2005 under the Quality Council of India for setting benchmarks in the healthcare industry in India. Fortis Hospital - Mohali contributed 24.97% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Fortis Hospital - Mohali for the years ended March 31, 2007, 2008 and 2009:

92

Year ended March 31,

2007

2008

2009

Number of Beds* 213 207 215 Inpatient Admissions 13,509 14,754 15,184 Outpatient Registrations ** 98,179 103,418 153,020 Occupancy Rate*** 75% 70% 72% Average Length of Stay 3.70 3.78 3.83 Inpatient Income (net of discounts) (Rs. in million) 1,080.30 1,164.55 1,378.99 Outpatient Income (Rs. in million) 87.99 112.76 155.52 Pharmacy Income (Rs. in million) 19.19 21.41 28.87 Average Income per Bed in Use (Rs. in million) 5.58 6.27 7.27 Average Daily Census**** 306 324 460 Number of Procedures: - Cardiac Care 5,242 6,096 6,457 - Orthopedics 608 805 1,199 - Neuro-surgeries 199 241 217 - Renal Care 682 669 746

- Gastroenterology 1,084 1,350 1,914 - Other ***** 1,713 1,725 2,802

__________

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Escorts Hospital - Delhi: The Escorts Hospital - Delhi facility is the flagship facility of the Escorts group of hospitals and is majority owned by us. Led by noted cardiac surgeon, Dr. Ashok Seth, Escorts Hospital - Delhi offers one of the highest standards of cardiac care to patients. It has been designated as ISO 9001:2000-compliant and has received accreditation from NABH. The blood bank at Escorts Hospital - Delhi has also been accredited by NABH. During Fiscal 2008, Escorts Hospital - Delhi was rated the “best super-specialty hospital in Delhi in terms of patient satisfaction” in a survey conducted by the VOICE, a consumer organization sponsored by the Union Ministry of Consumer Affairs, Government of India, and also received the “Superbrand 2008 Award”. We have also initiated the process for obtaining accreditation by the Joint Commission International for Escorts Hospital - Delhi. The facility specializes in surgery to high-risk patients and has introduced innovative techniques for minimally invasive and robotic surgery. It is equipped with advanced cardiac care facilities and laboratories capable of performing a wide range of investigative tests in the fields of nuclear medicine, radiology, bio-chemistry, hematology, transfusion medicine and microbiology. The facility currently has nine operating theaters and 264 operational inpatient beds, with installed capacity for up to 331 beds. The facility also provides cardiac emergency services. The hospital was established in 1988, and we acquired an interest in the hospital in September 2005 through the acquisition of a 89.99% interest in EHIRCL for a total consideration of Rs.5,850.10 million. The Escorts Hospital – Delhi facility, together with the satellite and heart command centers operated by EHIRCL, contributed 32.80% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Escorts Hospital - Delhi for the years ended March 31, 2007, 2008 and 2009:

Year ended March 31,

2007

2008

2009

Number of Beds* 326 264 264 Inpatient Admissions 16,637 11,707 13,361 Outpatient Registrations** 50,496 38,723 58,326 Occupancy Rate*** 83% 68% 71% Average Length of Stay 5.90 5.90 5.50 Inpatient Income (net of discounts) (Rs. in million)+^ 2,245.81 1,460.56 1,794.16 Outpatient Income (Rs. in million)^ 117.50 101.14 108.41

93

Year ended March 31,

2007

2008

2009

Average Income per Bed in Use 7.25 5.92 7.21 Average Daily Census**** 184 138 196 Number of Procedures: - Cardiac Care 19,996 14,887 14,254

__________ * Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

^ Net of subsidies.

+ Includes income from satellite and heart command centers, but excludes income from Fortis Escorts Hospital - Raipur.

Fortis Hospital - Noida: Fortis Hospital - Noida is a super-specialty hospital with “Centers of Excellence” in orthopedics, neuro-sciences and cardiac care and a focus on oncology, and also provides emergency trauma care services. The hospital also provides a broad range of multi-specialty services and serves as a “hub” for smaller hospitals located in the NCR and the surrounding areas. In 2008, the hospital performed the first ankle replacement surgery in India. It has been designated as ISO 9001:2000 and ISO 14001:2004 compliant and has also received accreditation from NABH. The blood bank at Fortis Hospital - Noida is also accredited by NABH. The hospital commenced operations in August 2004. Although IHL became our board-controlled subsidiary with effect from December 2002, IHL became our wholly owned subsidiary in July 2007. It currently has seven operating theaters and 177 operational inpatient beds, with installed capacity for up to 200 beds. We are proposing to construct and develop a new oncology block at this facility, which is expected to cover an area of 30,000 sq. ft. The project will consist of the construction of an approximately 100 bed block and is expected to be completed during the third quarter of Fiscal 2010. We have also entered into an agreement dated May 12, 2008, with International Oncology Services Private Limited (“IOSPL”), pursuant to which IOSPL will provide oncology diagnostic and therapeutic services at the oncology diagnostic center to be set up by IOSPL at the Fortis Hospital - Noida. Fortis Hospital - Noida contributed 15.48% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Fortis Hospital - Noida for the years ended March 31, 2007, 2008 and 2009:

Year ended March 31,

2007#

2008#

2009

Number of Beds* 128 168 177 Inpatient Admissions 8,992 10,670 11,625 Outpatient Registrations** 71,540 99,128 106,399 Occupancy Rate*** 81% 64% 65% Average Length of Stay 4.03 3.45 3.69 Inpatient Income (net of discounts) (Rs. in million) 564.61 668.98 742.73 Outpatient Income (Rs. in million) 93.61 119.58 161.41 Pharmacy Income (Rs. in million) 7.99 15.53 18.96 Average Income per Bed in Use (Rs. in million) 5.20 4.79 5.22 Average Daily Census**** 221 301 322 Number of Procedures: - Cardiac Care 1,446 1,333 872 - Orthopedics 1,088 1,019 990 - Neuro-surgeries 634 626 691 - Renal Care 507 480 635 - Gastroenterology 302 270 692 - Other ***** 2,246 4,405 5,799

__________ # The acquisition of IHL was completed in July 2007, although IHL became a board-controlled subsidiary with effect from December

20, 2002.

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

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** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services. Fortis Escorts Hospital - Faridabad: Fortis Escorts Hospital - Faridabad commenced operations in 1982 as a primary care facility for the employees of the Escorts Group. In 1998, the hospital was transferred from Escorts Limited to EHRCL and became an independent primary care hospital. In the 1990s, the hospital underwent a series of upgrades to become a secondary care facility. The hospital was again renovated and expanded in 2003 and currently has five operating theaters and 210 operational inpatient beds, with installed capacity for up to 250 beds. The Company acquired a 89.99% interest in Fortis Escorts Hospital - Faridabad through the Escorts hospitals acquisition in September 2005. Pursuant to transfers of equity shares by EHIRCL, in August 2008, IHL completed the acquisition of a 100% interest in EHRCL for a total consideration of Rs.648.99 million. Fortis Escorts Hospital - Faridabad now serves as a “spoke” hospital for Fortis Hospital - Noida as well as Escorts Hospital - Delhi. Fortis Escorts Hospital - Faridabad has received an ISO 9001:2000 certification. We have also initiated the process for obtaining NABH accreditation for Fortis Escorts Hospital - Faridabad. Fortis Escorts Hospital - Faridabad provides a broad range of multi-specialty services. Fortis Escorts Hospital - Faridabad contributed 9.43% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Fortis Escorts Hospital - Faridabad for the years ended March 31, 2007, 2008 and 2009:

Year ended March 31,

2007

2008

2009

Number of Beds* 210 210 210 Inpatient Admissions 16,762 15,578 14,905 Outpatient Registrations** 189,015 201,816 168,962 Occupancy Rate*** 89% 82% 77% Average Length of Stay 3.80 4.04 4.00 Inpatient Income (net of discounts) (Rs. in million) 419.16 426.71 498.13 Outpatient Income (Rs. in million) 64.98 79.49 93.4 Average Income per Bed in Use (Rs. in million) 2.31 2.41 2.82 Average Daily Census**** 564 596 502 Number of Procedures: - Cardiac Care 1,491 1,354 1,221 - Orthopedics 328 372 449 - Neuro-surgeries 106 85 101 - Renal Care - 594 678 - Pulmonology - 209 203 - Obstetrics and Gynecology 1,064 892 1,239 - Other ***** 5,775 3,482 3,636

________ * Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Fortis Escorts Hospital - Amritsar: Fortis Escorts Hospital - Amritsar is a multi-specialty hospital with a focus on cardiac care and orthopedics, and also provides emergency trauma care services. The facility currently has 13 operating theaters and 133 operational inpatient beds, with installed capacity for up to 166 beds. The hospital commenced operations in 2003, and the Company acquired a majority interest therein through the Escorts hospitals acquisition in September 2005. Fortis Escorts Hospital - Amritsar contributed 6.53% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Fortis Escorts Hospital - Amritsar for the years ended March 31, 2007, 2008 and 2009:

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Year ended March 31,

2007

2008

2009

Number of Beds* 128 119 133 Inpatient Admissions 3,377 3,625 4,406 Outpatient Registrations** 12,269 14,518 21,352 Occupancy Rate*** 29% 47% 65% Average Length of Stay 5.46 5.95 5.31 Inpatient Income (net of discounts) (Rs. in million) 243.10 235.59 381.42 Outpatient Income (Rs. in million) 21.20 22.27 34.29 Average Income per Bed in Use (Rs. in million) 2.06 2.17 3.13 Average Daily Census**** 43 50 70 Number of Procedures: - Cardiac Care 2,577 2,037 2,800 - Orthopedics 101 129 255 - Neuro-surgeries 6 69 174 - Renal Care 66 123 231 - Pulmonology 0 0 0 - Gastroenterology 0 4 3 - Obstetrics and Gynecology - - 66 - Other ***** 197 168 288

__________

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Fortis Escorts Hospital - Jaipur: The Fortis Escorts Hospital - Jaipur facility is a super-specialty hospital with “Centers of Excellence” in cardiac care, neuro-sciences, renal care and gastroenterology, along with a broad range of multi-specialty facilities. The hospital is owned by EHSSHL, which was earlier a 100% subsidiary of EHIRCL. The hospital site and plans were part of the Escorts hospitals acquisition and the planning/construction of the hospital had already commenced at the time of the Escorts hospitals acquisition. Pursuant to transfer of equity shares by EHIRCL, in August 2008, IHL completed the acquisition of a 100% interest in EHSSHL for a total consideration of Rs.119.89 million. The hospital cost approximately Rs.1,067.78 million to operationalize. The hospital commenced operations in August 2007, and within 10 months of its operation, it received accreditation from NABH. The hospital is equipped with advanced technological facilities and laboratories, such as the 64 Slice Computed Tomography (CT) Scanner, touch screen monitors, dialysis facilities and flat panel catheterization laboratory. The facility currently has three operating theaters and 108 operational inpatient beds, with installed capacity for up to 150 beds. Fortis Escorts Hospital - Jaipur contributed 6.06% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Fortis Escorts Hospital - Jaipur for the years ended March 31, 2008 and 2009:

Year ended March 31,

2007#

2008#

2009#

Number of Beds* - 108 108 Inpatient Admissions - 2,557 5,147 Outpatient Registrations ** - 35,316 73,195 Occupancy Rate*** - 38% 54% Average Length of Stay - 4.00 3.96 Inpatient Income (net of discounts) (Rs. in million) - 150.80 336.40 Outpatient Income (Rs. in million) - 18.77 45.85 Pharmacy Income (Rs. in million) - - 0.75 Average Income per Bed in Use (Rs. in million) - 1.57 3.55 Average Daily Census**** - 156 214 Number of Procedures: -

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Year ended March 31,

2007#

2008#

2009#

- Cardiac Care - 1,023 2,195 - Orthopedics - 122 281 - Neuro-surgeries - 48 12 - Renal Care - 24 124 - Gastroenterology - 36 112 - Obstetrics & Gynecology - 148 465 - Other ***** - 177 641

__________

# Hospital commenced operations in August 2007.

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Fortis Hospital Seshadripuram: The Fortis Hospital Seshadripuram facility, located in Bangalore, is a super-specialty hospital with “Centers of Excellence” in urology, orthopedics, nephrology and internal medicine, along with a broad range of multi-specialty facilities. The hospital is owned by LHPL, in which IHL, our 100% subsidiary, has acquired a 67.23% equity interest for a total consideration of Rs.50.28 million. In addition, IHL has also given an unsecured loan of Rs.5 million to LHPL. The hospital is equipped with advanced technological facilities, such as laparoscopic instruments, including operating microscope. The facility currently has three operating theaters (and one minor operating theater) and 54 operational inpatient beds, with installed capacity for up to 100 beds. We assumed the operations and management of the hospital in August 2008 pursuant to an O&M contract with LHPL. The terms of our O&M contract provide that we are to receive a monthly management fee which is the higher of (i) a specified percentage of the gross revenues derived from operating and managing the facility, whether booked under LHPL or any outsourced entity, and (ii) a fixed specified amount. The O&M contract provides for an increase in the percentage of the gross revenues that may be paid as management fee to us by 1% each year for the first three years of the term of the contract. The monthly payments of management fee are subject to adjustments upon computation of the audited accounts of LHPL at the end of each accounting year, such that we receive the specified percentage of the annual gross revenue. In addition to the management fee, we are also entitled to receive a specified annual payment, payable in monthly installments, throughout the term of the contract. LHPL is also required to reimburse us for (i) all approved expenses relating to travel, boarding and lodging, local transportation and other incidental expenses incurred by us in performing the O&M services and (ii) all approved costs incurred by us in respect of salaries, perquisites, and other employment benefits of our personnel deputed at the hospital. Fortis Hospital Seshadripuram contributed 0.06% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Fortis Hospital Seshadripuram for the year ended March 31, 2009:

Year ended March 31,

2007#

2008#

2009#

Number of Beds* - - 54 Inpatient Admissions - - 275 Outpatient Registrations** - - 183 Occupancy Rate*** - - 30% Average Length of Stay - - 3.80 Inpatient Income (net of discounts) (Rs. in million) - - 8.11 Outpatient Income (Rs. in million) - - 1.05 Pharmacy Income (Rs. in million) - - 0.64 Average Income per Bed in Use (Rs. in million) - - 0.18 Average Daily Census**** - - 8 Number of Procedures: - Orthopedics - - 92 - Neuro-surgeries - - 20

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Year ended March 31,

2007#

2008#

2009#

- Renal Care - - 548 - Obstetrics and Gynecology - - 51 - Other ***** - - 262

__________

# Hospital commenced operations in April 2007. IHL completed acquisition of a 67.23% interest in February 2009. O&M contract

dated June 7, 2008.

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Fortis Malar Hospital: The Fortis Malar Hospital facility, located in Chennai, is a super-specialty hospital with “Centers of Excellence” in cardiac care, gynecology, orthopedics, neuro-sciences and pediatrics, along with a broad range of multi-specialty facilities. The hospital is owned by MHL, in which IHL, our 100% subsidiary, completed the acquisition of a 48.83% equity interest in February 2008, pursuant to a preferential allotment of shares upon the exercise by IHL of an option to convert a certain loan granted to MHL into equity, transfer of shares by the promoters of MHL and public offer of shares under the Takeover Code, for a total consideration of Rs.272.37 million. Subsequently, IHL has increased its equity interest in MHL to 49.86%. Oscar Investments Limited, a Promoter Group company, owns a 13.34% equity interest in MHL, with the remaining equity interest being owned by the public. Fortis Malar Hospital is equipped with advanced technological facilities and laboratories, such as a catheterization laboratory. The facility currently has three operating theaters and 161 operational inpatient beds, with installed capacity for up to 170 beds. The following table sets forth certain operating details of Fortis Malar Hospital for the year ended March 31, 2009:

Year ended March 31,

2007#

2008#

2009

Number of Beds* - - 161 Inpatient Admissions - - 8,210 Outpatient Registrations ** - - 102,417 Occupancy Rate*** - - 52% Average Length of Stay - - 3.11 Average Daily Census**** - - 302 Number of Procedures: - Cardiac Care - - 110 - Orthopedics - - 138 - Neuro-surgeries - - 70 - Renal Care - - 377 - Obstetrics & Gynecology - - 940 __________

# Hospital commenced operations in May 1992. IHL acquired a 48.83% equity interest in MHL, the corporate entity owning the

hospital, in February 2008. Subsequently, IHL has increased its equity interest in MHL to 49.86%.

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

Hiranandani Hospital Vashi: The Hiranandani Hospital Vashi facility, located in Navi Mumbai, Maharashtra is a super-specialty hospital with “Centers of Excellence” in cardiac care, orthopedics and mother and child, along with a broad range of multi-specialty facilities. The hospital is owned by HHPL, in which the Company acquired a 99.99% interest in February 2007 from its then-existing shareholders for a consideration of Rs.10 million, as well as a payment of approximately Rs.206.02 million to its then-existing shareholders and lenders to settle HHPL’s then-existing indebtedness. On July 8, 2008, the Company entered into an agreement with FHHL, a

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Promoter company, pursuant to which the Company transferred 60% of the equity share capital of HHPL to FHHL for a consideration of Rs.6 million. HHPL had earlier entered into an agreement with the NMMC to develop the hospital under a collaborative framework and NMMC had granted a lease to HHPL for an initial period of 25 years. The hospital was recently completed and commenced commercial operations in March 2009. The hospital is equipped with advanced technological facilities and laboratories, such as catheterization laboratory and multi scanner. The facility currently has five operating theaters and 148 operational inpatient beds. The following table sets forth certain operating details of Hiranandani Hospital Vashi for the year ended March 31, 2009:

Year ended March 31,

2007#

2008#

2009#

Number of Beds* - - 148 Inpatient Admissions - - 121 Outpatient Registrations ** - - 831 Occupancy Rate*** - - 3% Average Length of Stay - - 2.01 Average Daily Census**** - - 3 Number of Procedures: - Orthopedics - - 6 - Neuro-surgeries - - 5 - Renal Care - - 1 - Obstetrics & Gynecology - - 10 - Other ***** - - 107 __________

# Hospital commenced operations in March 2009.

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Fortis La Femme: Fortis La Femme is a “boutique” style hospital located in south Delhi that focuses on women’s health and maternity care, and also provides emergency services in obstetrics, gynecology and neonatology. The facility has also recently commenced performing the IVF procedure. The hospital currently has three operating theaters, four labor delivery rooms and 38 operational inpatient beds, with installed capacity for up to 45 beds. It has seven neo-natal and two regular intensive care units. It was originally a “birthing” facility (named “The Cradle”). The hospital was previously managed by the Apollo Hospitals Group, and we assumed its operations and management in January 2006. After we assumed operations and management of the facility, it was upgraded to a full service women’s hospital, with an emphasis on gynecology, obstetrics, neonatology and cosmetic surgery. The hospital caters to affluent patients and includes luxury rooms and suites. Pursuant to the terms of our share subscription agreement with SMPL and others, we acquired a 5% equity interest in SMPL in January 2006. We had also extended a loan of Rs.28.91 million in the form of convertible debt to SMPL, which was convertible into an additional 21% equity interest in SMPL at any time within two years from the date of infusion of the first tranche of the loan, which was September 1, 2005. In April 2007, we advanced a further loan of Rs.10 million, which was immediately and compulsorily convertible into equity shares of SMPL. In September 2007, the loan amount of Rs.28.91 million was converted into equity shares of SMPL. We currently own 31.26% of the paid-up equity share capital of SMPL. We have a further option to acquire additional shares of SMPL to increase our interest in SMPL to 51% at any time from the second anniversary to the fifth anniversary of January 3, 2006, the date of the subscription agreement (the “Option Period”) at a price which is equivalent to the face value of the equity shares of SMPL, along with 12% interest per annum from September 1, 2005. The other shareholders have an option to require us to purchase their entire interest in the corporate owner to us, irrespective of whether we acquire a 51% interest in the corporate owner. If we acquire a 51% interest, the other shareholders have one year from the date of our acquisition of the 51% to sell their shares to us at face value plus 12% interest per annum from September 1, 2005. If we do not acquire a 51% interest, the shareholders have an option to sell their entire (and not part) equity shareholding in SMPL to us and we are

99

required to purchase such shareholding within 30 days from the expiration of the Option Period at Rs.15 per share (provided that the consideration of Rs.15 per share is only payable in respect of shares outstanding on January 3, 2006). In addition, pursuant to certain loan agreements entered in December 2008, we extended loans to two existing shareholders of SMPL. The loan amounts are repayable in January 2011 and as security for their repayment, 708,100 and 609,382 shares owned by each of these shareholders in SMPL have been pledged in our favor. The terms of our O&M contract provide that for revenues from child and birth related services, we are to receive a specified percentage of gross revenue relating to all child and birth-related services if a target threshold of monthly gross revenue is met, and a specified percentage of child and birth-related net revenue (i.e., gross revenue less the professional fees paid to non-full-time doctors) if the target is not met. For revenues from other services, we are to receive a specified percentage of gross revenue relating to other services, except that if the pharmacy in the hospital is run by SMPL on its own, we are entitled to a lower specified percentage of gross revenue relating to the pharmacy operations. Currently, the pharmacy at Fortis La Femme is run and operated by Religare Wellness Limited. The monthly payments of management fee are subject to adjustments upon computation of the audited accounts of SMPL at the end of each accounting year, such that we receive the specified percentage of the annual gross or net revenue, as the case may be. SMPL is also required to reimburse us for (i) all approved expenses relating to travel, boarding and lodging, local transportation and other incidental expenses incurred by us (including personnel seconded by us on a full time basis to SMPL) in performing the O&M services and (ii) all approved costs incurred by us in respect of salaries, perquisites, and other employment benefits of the personnel seconded by us on a full time basis to SMPL. If SMPL delays in making any payments to us, we are entitled under the contract to receive interest on such delayed payments. The following table sets forth certain operating details of Fortis La Femme for the years ended March 31, 2007, 2008 and 2009:

Year ended March 31,

2007

2008#

2009

Number of Beds 38 38 38 Inpatient Admissions 1,737 2,171 3,990 Outpatient Registrations 9,640 13,686 21,105 Occupancy Rate*** 41% 47% 55% Average Length of Stay(N)*** 2.30 2.10 2.52 Average Length of Stay(C-Section)*** 2.60 2.20 2.52 Average Daily Census 31 43 69 Number of Procedures: - Obstetrics & Gynecology 966 1,319 1,688 - Other** 536 678 690

__________

# Hospital commenced operations in June 2004. Hospital not under Company management until January 2006.

** Includes neonatology and cosmetic surgery.

*** Hospital only tracks occupancy rates and average length of stay on a procedure-specific basis. These amounts represent the range of

occupancy rates and average lengths of stay across the hospital's procedures.

Fortis Clinique Darné: The Fortis Clinique Darné facility, located in Mauritius, is a super-specialty hospital with “Centers of Excellence” in cardiac care, orthopedics and neuro-sciences, along with a broad range of multi-specialty facilities. The hospital is owned by MSCL, in which IHL, through FHIL, our 100% subsidiary in Mauritius, subscribed for a 28.89% interest in January 2009 for a total consideration of MUR86.68 million (approximately Rs.133.48 million). Novelife Limited, a private company incorporated in Mauritius and part of the CIEL group, together with the other entities forming part of the CIEL group, owns a 28.89% interest in MSCL. The hospital is equipped with advanced technological facilities, such as 1.5 Tesla Magnetic Resonance Imaging (MRI) Scanner and 64 Slice Computed Tomography (CT) Scanner. The facility currently has four operating theaters and 110 operational inpatient beds, with installed capacity for up to 120 beds. We assumed the operations and maintenance of the hospital in January 2009 pursuant to an O&M contract with MSCL. The terms of our O&M contract provide that we are to receive a monthly management fee, which is a specified percentage of the gross revenues derived from Fortis Clinique Darné, whether booked under MSCL or an outsourced entity, until June 2010, and a higher percentage of the gross revenues for the period thereafter. We are also to receive an

100

incentive fee, which is a specified percentage of the EBITDA of MSCL (i.e., before payment of any incentive fee) until June 2009, and for the periods from July 1, 2009 until June 30, 2011 and from July 1, 2011 onwards, the incentive fee linked to the percentage of the EBITDA of MSCL varies depending upon whether certain target thresholds of EBITDA margin (i.e., before payment of any management and incentive fee) are achieved. The monthly payments of management fee are subject to adjustments upon computation of the audited accounts of MSCL at the end of each accounting year, such that we receive the specified percentage of the gross revenue. If MSCL delays in making any payments to us, we are entitled under the contract to receive interest on such delayed payments. MSCL is also required to reimburse us for all the costs and expenses incurred by us in respect of our personnel deputed at the hospital. Fortis Escorts Hospital - Raipur: The Fortis Escorts Hospital - Raipur facility is a super-specialty cardiac center with a fully-fledged heart station, a heart command center, a cardiac catheterization laboratory, and one operating theater. The hospital has 45 operational inpatient beds, with installed capacity for up to 50 beds. The hospital also provides cardiac emergency services. Under the agreement with the Government of Chhattisgarh dated August 29, 2002, as amended, we had been granted the right to operate the hospital for an initial term of five years, which could be extended for a further period of five years if both parties agreed to such extension. Pursuant to a subsequent agreement dated October 30, 2007, the term of the agreement was extended for a further period of 10 years with effect from November 1, 2007. Under the agreement, all operating expenses and any profits and losses from the operation of the hospital are for the account of EHIRCL, but the Government of Chhattisgarh owns the building in which the hospital operates and owns and funds the purchase of all hospital equipment. In exchange for use of the hospital building and the equipment, we have agreed with the Government of Chhattisgarh to reserve 25% of the hospital’s total beds and two hours of OPD consultation services on every alternate day to provide free treatment to patients who have been designated by the Government of Chhattisgarh as falling below the poverty line; the free treatment does not include the cost of drugs, consumables, implants and disposables used or incurred in providing treatment to such patients and EHIRCL is required to be reimbursed for such cost by the Government of Chhattisgarh. We are also required to provide inpatient treatment to patients who are employees of the Government of Chhattisgarh at the rates under the Central Government Health Scheme (CGHS) applicable at Raipur from time to time. Fortis Escorts Hospital - Raipur contributed 1.55% of our consolidated total operating income for Fiscal 2009. The following table sets forth certain operating details of Fortis Escorts Hospital - Raipur for the years ended March 31, 2007, 2008 and 2009:

Year ended March 31,

2007

2008

2009

Number of Beds* 45 45 45 Inpatient Admissions 1,402 1,305 1,487 Outpatient Registrations** 5,978 6,434 7,906 Occupancy Rate*** 28% 25% 53% Average Length of Stay+ N.A. N.A. N.A. Inpatient Income (net of discounts) (Rs. in million) 78.20 67.70 90.96 Outpatient Income (Rs. in million) 5.14 5.60 6.51 Average Income per Bed in Use (Rs. in million) 1.85 1.63 2.17 Average Daily Census**** 20 21 26 Number of Procedures: - Cardiac Care 1,282 1,146 1,410

__________

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

+ Average length of stay is not tracked at this facility.

Fortis Flt. Lt. Rajan Dhall Hospital: The Fortis Flt. Lt. Rajan Dhall Hospital facility in Vasant Kunj, Delhi is a super-specialty hospital with “Centers of Excellence” in cardiac care, joint replacement, renal care, pulmono-thoracic surgery, and diabetic care, and also provides emergency trauma care services. It currently has six operating theaters and 107 operational inpatient beds, with installed capacity for up to 200 beds. The hospital

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commenced operations in May 2006. We operate and manage the hospital pursuant to an O&M contract entered into among the Dhall Society, Vaitalik and FHTL, which we acquired in March 2006 for a total consideration of approximately Rs.30.5 million. Pursuant to the O&M contract, FHTL paid Vaitalik Rs.350 million in respect of the license fee and replaced Vaitalik as the O&M provider and assumed all of its rights and obligations under the contract. Under the terms of our O&M contract for Fortis Flt. Lt. Rajan Dhall Hospital, we are required to arrange funding for the development, operation and maintenance of the hospital and are responsible and liable for any civil and/or financial liability arising out of any financial, contractual or other dealings which we may have with any third party, even if it is for the purpose of building, managing and running the hospital. We are also required to further develop and improve the hospital building. As on March 31, 2009, we had spent Rs.153.27 million on improvements to the hospital building and Rs.411.75 million on medical and other equipment, plant and machinery, furniture and fixtures, vehicles and computers to which we retain title. Under the O&M contract, we are entitled to a significant share of the surplus generated from running the hospital. The blood bank at the hospital has already been accredited by NABH and we have initiated the process for obtaining NABH accreditation for the hospital. The following table sets forth certain operating details of the Vasant Kunj hospital for the years ended March 31, 2007, 2008 and 2009:

Year ended March 31,

2007#

2008

2009

Number of Beds* 97 98 107 Inpatient Admissions 3,333 6,476 7,034 Outpatient Registrations** 14,566 57,378 71,146 Occupancy Rate*** 42% 72% 64% Average Length of Stay 3.43 3.71 3.57 Average Daily Census**** 49 174 214 Number of Procedures: - Cardiac Care 1,330 1,769 1,179 - Orthopedics 382 803 1,106 - Renal Care 577 722 783 - Pulmonology 205 276 225 - Gastroenterology 0 102 138 - Other***** 683 1,684 2,104

__________

# Hospital commenced operations in May 2006.

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Jessa Ram Hospital: Jessa Ram Hospital, located in west-central Delhi, is a general multi-specialty hospital, and also provides emergency trauma care services. It serves as a “spoke” hospital for Fortis Hospital - Noida. The facility currently has three operating theaters and 75 operational inpatient beds, with installed capacity for up to 150 beds. We assumed the operations and maintenance of the hospital in October 2003. The terms of our O&M contract provide that we are to receive a specified percentage of the hospital’s gross billings less the amount of any cash loss at the hospital, but no amounts have become payable under the contract to date. In addition, we have also entered into an agreement in April 2008 to provide invasive and non-invasive cardiac care services, lease certain equipment, depute our doctors and other personnel, provide technical assistance in commissioning modern cardiac care facility, equipment and manpower planning, provide advice and assistance in establishing clinical protocols and provide cardiac care training to personnel at the Jessa Ram Hospital. The initial period of the agreement is five years, which is renewable for a further term of three years upon written agreement between the parties. Under the agreement, certain fee is payable to us for the services, including a certain fee per procedure and a fee that is a certain percentage of the revenue generated at the center. The following table sets forth certain operating details of Jessa Ram Hospital for the years ended March 31, 2007, 2008 and 2009:

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Year ended March 31,

2007

2008

2009

Number of Beds* 74 74 75 Inpatient Admissions 3,165 2,999 3,364 Outpatient Registrations** 33,623 32,456 33,996 Occupancy Rate*** 55% 46% 46% Average Length of Stay 4.44 3.66 3.76 Average Daily Census**** 101 97 102 Number of Procedures: - Cardiac Care - - 44 - Orthopedics - 97 179 - Neuro-surgeries - 78 45 - Renal Care - 47 102 - Pulmonology - - 5 - Obstetrics and Gynecology - - 610 - Other ***** - - 475

__________

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

Fortis Modi Hospital: Fortis Modi Hospital, located in Kota, Rajasthan, is a super-specialty hospital with “Center of Excellence” in cardiac care. The facility currently has four operating theaters and 44 operational inpatient beds, with installed capacity for up to 200 beds. We assumed the operations and maintenance of the hospital in February 2009 pursuant to an O&M contract with RNMCS. The terms of our O&M contract provide that we are to receive a management fee on a quarterly basis which is to be computed as follows: (i) for the first year, a specified percentage of the gross revenues derived from operating and managing the hospital, whether booked under RNMCS or any outsourced entity; (ii) from the expiry of the first year until the expiry of the second year, a specified percentage of the gross revenues or a fixed specified amount, whichever is higher; (iii) from the expiry of the second year until the expiry of the fourth year, an increased percentage of the gross revenues or a fixed specified amount, whichever is higher; and (iv) from the expiry of the fourth year until the expiry of the term of the O&M contract, a further increased percentage of the gross revenues or a fixed specified amount, whichever is higher. RNMCS is also required to reimburse us for (i) all approved expenses incurred by us in performing the O&M services and (ii) all approved costs incurred by us in respect of salaries, perquisites, and other employment benefits of our personnel deputed at the hospital. If RNMCS delays in making any payments to us, we are entitled to interest on such delayed payments. The following table sets forth certain operating details of Fortis Modi Hospital for the year ended March 31, 2009:

Year ended March 31,

2007#

2008#

2009#

Number of Beds* - - 44 Inpatient Admissions - - 219 Outpatient Registrations ** - - 1,306 Occupancy Rate*** - - 34% Average Length of Stay - - 3.49 Average Daily Census**** - - 35 Number of Procedures: - Cardiac Care - - 27 - Orthopedics - - 11 - Gastroenterology - - 41 - Other ***** - - 244

__________

# Hospital under Company management since February 2, 2009.

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

** Includes multiple visits by the same patient are counted separately, if billed separately.

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*** Represents the total number of inpatient days divided by the total number of bed days. Total number of inpatient days represents the

sum of days spent in the hospital by each inpatient during the period. Total number of bed days represents the sum of the number of

days each bed was installed at the hospital during the period.

**** Represents the average number of inpatients and outpatient registrations each day.

***** Includes general multi-specialty services.

S.L. Raheja Hospital: S.L. Raheja Hospital, located in Mumbai, is a super-specialty hospital with “Centers of Excellence” in diabetology and oncology, along with a broad range of multi-specialty facilities. The facility currently has five operating theaters and 140 operational inpatient beds, with installed capacity for up to 280 beds. We assumed the operations and maintenance of the hospital in June 2009 pursuant to an O&M contract with DAI and AIID. The terms of our O&M contract provide that we are to receive a management fee calculated at a specified percentage of the EBITDA (net of value added/service taxes, levies including any cess or surcharge), which is to be computed on the basis of the gross revenues for a financial year less the total operating expenses for such financial year. In the event that the EBITDA for any financial year exceeds a specified threshold amount, the Company is entitled to an additional management fee in that financial year, which is a certain percentage of such excess portion of the EBITDA. Pursuant to the O&M contract, the Company has entered into an agreement with DAI to lease certain medical equipment for use at the hospital, which is to be returned to the Company upon the termination of the O&M contract. Payment for Services

Payment for services consists primarily of payment for inpatient and outpatient services. Although the Indian economy is one of the fastest-growing economies in the world measured by percentage growth in gross domestic product, with an increasing number of high and middle-income households, there is still relatively low penetration by the insurance industry in the healthcare sector. We have entered into service arrangements on a hospital-by-hospital basis with a number of employers, including the State Governments of Himachal Pradesh, Jharkhand, Chhattisgarh, Orissa, Arunachal Pradesh and Mizoram; government enterprises such as Indian Oil Corporation Limited, National Thermal Power Corporation Limited, Oil and Natural Gas Corporation Limited, Engineers India Limited, Hindustan Petroleum Corporation Limited, the Food Corporation of India and Bharat Heavy Electricals Limited; and large corporations such as PepsiCo India Holdings Private Limited, RBS India Development Centre (P) Limited, India Glycols Limited, Larsen & Toubro Limited, Reliance Communications Limited, ESPN Software India Private Limited, Hero Honda Limited, Jindal Steel & Power Limited and KPMG to provide healthcare services to their employees at negotiated or preferential rates. We also provide healthcare services to veterans of the armed forces under the government-run Ex-Servicemen Contributory Health Scheme (ECHS) and to employees of the Indian Central Government under the Central Government Health Scheme (CGHS). We believe that these strategic relationships help increase our occupancy rates and provide an important source of patients. We have also entered into arrangements with international insurers such as Aetna, GMC, CIGNA, HTH Worldwide, Vanbreda International and BUPA to provide healthcare coverage to their subscribers who are living, working or traveling in India. Because the fees for many of the patients who are covered by these arrangements are paid by the insurers, our days’ sales outstanding has increased as the number of arrangements has increased. We also receive hospital management fees from the owners of our O&M contract hospitals and income from rent or access fees paid by third-party vendors that are on-site at our hospitals, such as pharmacies, gift shops, banks and ATMs and cafeterias. In addition, we generate income from the retail sales of pharmacies we operate at some of our owned, Fortis-branded hospitals. Further, at Fortis Hospital - Mohali, we also maintain the Fortis Inn rehabilitation center to provide “step-down” care to patients, as well as accommodations for visitors, which generates additional income. Supplies and Sourcing

In order to ensure that we maintain our high service standards, we source our medical and non-medical supplies and equipment from major suppliers with international reputations for high quality products. We also insist that our third-party providers of services such as diagnostic laboratory services and imaging services adhere to recognized international protocols. For example, the Super Religare diagnostic laboratory located in Mumbai is accredited by the College of American Pathologists and the National Accreditation Board for Testing and

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Calibration Laboratories. We believe the Super Religare laboratories located on-site at our owned, Fortis-branded hospitals follow similar international operating procedures and standards. In addition, we have also initiated the PSM program, which seeks to improve our procurement methodology and minimize costs associated with our supply chain by implementing standardization of consumables and other items across units, equalizing prices across facilities, consolidating suppliers and improving internal process efficiencies. As a result of centralized procurement for medical consumables and other items for many of our facilities, we believe we are able to negotiate favorable terms with suppliers and third-party service providers.

Accreditation and Certification

Fortis Hospital - Mohali has received accreditation from the Joint Commission International, an affiliate of the JCAHO, a healthcare accrediting organization, and NABH, an autonomous body established in 2005 under the Quality Council of India for setting benchmarks in the healthcare industry in India. In addition, Escorts Hospital - Delhi, Fortis Hospital - Noida and Fortis Escorts Hospital - Jaipur have also received accreditation from NABH. We have also initiated the process for obtaining NABH accreditation for Fortis Flt. Lt. Rajan Dhall Hospital and Fortis Escorts Hospital - Faridabad, and accreditation by the Joint Commission International for Escorts Hospital - Delhi. The quality management system at Escorts Hospital - Delhi, Fortis Hospital - Noida and Fortis Escorts Hospital - Faridabad have been designated as ISO 9001:2000-compliant and the environmental management system at Fortis Hospital - Noida has been designated as ISO 14001:2004 compliant. Our blood banks at Escorts Hospital – Delhi, Fortis Hospital - Noida and Fortis Flt. Lt. Rajan Dhall Hospital are also accredited by NABH. Even without formal accreditation, we seek to follow international protocols in all key functions, patient care, and nursing activities at all our hospitals. Our Alliances

We have arrangements with a number of medical value travel agencies based in India, as well as the United States, the United Kingdom and Canada, among others, and expect to continue to increase the number of these arrangements in the future to facilitate our access to the growing medical value travel market. In order to expand our referral network for our hospitals, we have entered into a facilitation agreement with a company in Nepal to facilitate referrals from Nepal, including disseminating information in Nepal regarding our network of hospitals, arranging consultations with our doctors and organizing travel of patients to our hospitals. We have entered into arrangements with international insurers such as Aetna, GMC, CIGNA, HTH Worldwide, Vanbreda International and BUPA to provide healthcare coverage to their subscribers who are living, working or traveling in India. We believe that these arrangements will facilitate the expansion of our reach and provide us with additional access to international patients. We, together with Fortis Emergency Services Limited (“FESL”), a company in which IHL holds an aggregate equity interest of 51%, with the remaining equity interest held by FHHL, have also entered into an agreement with the Department of Health and Family Welfare, Government of NCT of Delhi, to provide pre-hospital care emergency medical response services within the NCT of Delhi. We have been selected by the Department of Health and Family Welfare pursuant to a competitive bidding process, with the project being implemented through FESL. The agreement with the Department of Health and Family Welfare contemplates addition of 150 ambulances which will comprise 141 basic life support ambulances, nine advanced life support ambulances and 20 two-wheelers. Of the 150 ambulances, 39 basic life support ambulances will be procured for and allocated to the Centralized Accident and Trauma Services. Projects under Development Expansion in new locations is an important element of our growth strategy. We are continuously evaluating greenfield, acquisition and O&M opportunities and are in various stages of consideration of such opportunities, some of which we may realize in the imminent future and which may be material, and some or all of which we may not undertake. When evaluating the viability of a new opportunity, we examine the location, including the

105

population base in the area, the available talent pool at that location, the cost and, for existing facilities, the quality of the infrastructure and specialties at the facility and the work culture of the institution. Although we had earlier focused on north India, we recently expanded our network of hospitals to west India through the HHPL acquisition and the O&M contracts for Fortis Modi Hospital and S.L. Raheja Hospital and south India through the Malar acquisition and the LHPL acquisition and intend to develop a pan-India presence in the future. We will also seek appropriate opportunities internationally through acquisitions, O&M contracts and greenfield developments. For example, we recently acquired a minority interest in a hospital in Mauritius. We intend to utilize Rs.2,000 million of the Net Proceeds of the Issue for the Wockhardt Hospitals Acquisition. In addition, we also propose to utilize Rs.1,500 million of the Net Proceeds of the Issue deployed for general corporate purposes for the Wockhardt Hospitals Acquisition. The Wockhardt Hospitals Acquisition is contingent upon the fulfillment of certain closing conditions specified in the Business Transfer Agreement. In the event that one or more of the closing conditions specified in the Business Transfer Agreement are not fulfilled or waived, the Wockhardt Hospitals Acquisition will be unsuccessful and the Company will need to identify other target companies for purposes of future acquisitions. For details of the Wockhardt Hospitals Acquisition, see the section titled “The Wockhardt Hospitals Acquisition” beginning on page 117 of this Letter of Offer. Set forth below are our greenfield projects which are in advanced stages of development: Shalimar Bagh

Our hospital under development in Shalimar Bagh in northwest Delhi is intended to be a super-specialty hospital, with specialization in cardiac care, orthopedics, neuro-sciences, renal care, mother and child care and gastroenterology. The hospital is expected to have 258 operational beds and is expected to be operational in the third quarter of Fiscal 2010. We estimate that the capital expenditures for the 258 beds will be approximately Rs.2,000 million, of which approximately Rs.1,083.77 million had been incurred as on July 31, 2009, including Rs.822.71 million from the proceeds of the initial public offering of the Company. The hospital is intended to be set up in approximately 7.34 acres of land for which we have been granted a perpetual lease from the Delhi Development Authority (“DDA”) and have paid a total consideration of Rs.130.20 million to the DDA in connection therewith. We have also incurred additional expenditure in relation to pre-operative costs, land development and improvement charges. Gurgaon

Our super-specialty hospital under development in Gurgaon in the NCR is intended to focus on oncology, trauma, pediatrics, mother and child care, cosmetology, cardiac sciences, gastroenterology, neuro-sciences and renal care. The hospital is expected to have 350 operational beds and is expected to be completed during the third quarter of Fiscal 2011. We estimate that the capital expenditures for the 350 beds will be approximately Rs.4,500 million, of which approximately Rs.1,137.4 million has already been incurred as on August 20, 2009. One of the objects of the Issue is investment of Rs.2,000 million, constituting approximately 20.32% of the Net Proceeds of the Issue, for the construction and development of the 350 bed hospital. On August 18, 2009, we received Rs.4,200 million as advance share application money from FHHL, a promoter company, towards FHHL’s Rights Entitlement. Of the Rs.4,200 million received from FHHL, Rs.2,000 million has been paid as share application money to FHTL, a wholly owned Subsidiary which has ownership rights over the property on which the hospital is being constructed, to subscribe for 50 million equity shares of FHTL of Rs.10 each, at a premium of Rs.30 per equity share. For further details of the project, see the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer. The hospital can be expanded to up to 800 beds with additional capital expenditure. Pursuant to allotment letters dated December 17, 2004 and January 3, 2006, we have acquired approximately 10.81 acres of land for the hospital at a cost of Rs.185.82 million.

Competition Although India faces a significant supply gap in terms of healthcare facilities, the healthcare industry is highly competitive. We compete with other hospitals and healthcare providers for, among other things, patients, doctors, nurses and strategic expansion opportunities.

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In north India, we compete with other for-profit hospitals, such as those forming part of the nationwide Apollo chain of hospitals, as well as regional operators such as Max Healthcare and, particularly in the case of secondary care facilities, independent clinics and small hospitals. We also compete with hospitals that are owned by government agencies or non-profit entities supported by endowments and charitable contributions, such as the All India Institute of Medical Sciences. With the expansion of our operations outside north India, the group of hospitals that we count as our competitors has expanded and includes Manipal Hospitals and Apollo in south India. If the Wockhardt Hospitals Acquisition is not completed, Wockhardt Hospitals will be our competitor in south and west India. The number and quality of doctors on a hospital’s staff are important factors in a hospital’s competitive advantage and help attract patients. We believe that doctors outside a hospital’s network refer patients to a hospital primarily on the basis of the quality of services it renders to patients, the quality of other doctors on the medical staff, the location of the hospital and the quality of the hospital’s facilities, equipment and employees. Other factors in a hospital’s competitive advantage include operational efficiency, the scope and breadth of services, brand recognition and the success rate for procedures. We believe that maintaining and strengthening our pool of highly-skilled doctors and nurses, as well as investing in advanced technology, will help us maintain and improve our competitive position. In addition, we seek to strategically locate our hospitals in areas with large populations that are seeking the super-specialty advanced care we provide. Relationships with Certain Affiliated Entities We purchase certain products and services from affiliated companies, such as Super Religare Laboratories Limited. The services and products we obtain from affiliated companies include diagnostic laboratory services and drugs and consumables for dispensing to patients and for retail sale in our pharmacies. Religare Wellness Limited, a Promoter Group company, operates pharmacies at Escorts Hospital - Delhi, Fortis Escorts Hospital - Faridabad, Fortis Escorts Hospital - Amritsar, Fortis Flt. Lt. Rajan Dhall Hospital and Fortis La Femme, including through its subsidiary, Medsource Healthcare Private Limited. In addition, we also provide services to our affiliated trusts such as the Fortis School of Nursing through our nurse trainee program. For further details of our affiliated companies and the Promoters’ equity interests therein, see the sections titled “Our Promoters and Promoter Group” and “Financial Statements” beginning on pages 206 and F-1, respectively, of this Letter of Offer. Intellectual Property and Technology

Intellectual Property

Our intellectual property consists mainly of our rights to use the “Fortis” name and logo and the “Escorts” trademark. Our affiliate, RHC Holding Private Limited, owns the rights to the “Fortis” name and logo and has applied in March 2005 for registration of the “Fortis” name and logo, including in Class 42 in respect of health and hospital services. RHC Holding Private Limited has provided the Company with an exclusive license to use the name and logo in connection with the Company’s healthcare delivery business until April 21, 2015 (the “Initial Term”), after which period the license is automatically renewable for a subsequent 10-year period on the same terms and conditions, unless terminated with the consent of both parties six months prior to the end of the Initial Term. The Company has the right to sub-license the “Fortis” name and logo to its affiliates, subsidiaries, group companies, partners or other entities with which it has an O&M agreement for its healthcare delivery business. The license fee is Rs.100,000 per year. At the end of the license period, it is possible that we may no longer be able to use the “Fortis” name in connection with our business. Har Parshad Company Private Limited (“HPCPL”), a company affiliated with the Escorts Limited, the former majority owner of the Escorts hospitals, has granted EHIRCL and its existing subsidiaries a perpetual, royalty-free license to use the “Escorts” trademark as a part of the corporate name of EHIRCL and its subsidiaries, so long as

107

neither EHIRCL nor any of its subsidiaries seeks to register the trademark with the trademark authorities or transfer, assign or sub-license the trademark. Although broad use of the “Escorts” trademark was contemplated in the acquisition agreement relating to the Escorts hospitals acquisition, the license permits EHIRCL and its existing subsidiaries to use the trademark only in respect of medical and healthcare services and research related thereto. Information Technology

Our IT infrastructure system allows us to maintain electronic patient records and imaging that can be quickly transmitted throughout a hospital, to hospitals within our network and to offsite locations for quick diagnoses and treatment, and also assists us with monitoring and coordinating procurement, stocking, billing, housekeeping, staffing and patient treatments. Our integrated system simplifies scheduling and billing for our patients and doctors, improves our inventory management and results in efficiencies across our operations. Our IT infrastructure systems have won a number of awards, including the “Best IT User” award for “Infrastructure in Healthcare” at the 2005 NASSCOM India IT User Awards. In Fiscal 2009, we have invested over Rs.24.23 million in IT infrastructure, including the cable plant within our hospitals, servers and personal computers.

Technology

We have consistently invested in medical technology and equipment so as to offer quality healthcare services to our patients. Sophisticated medical equipment at our facilities, such as the Da Vinci Robotic System available at the Fortis Flt. Lt. Rajan Dhall Hospital facility, which is used to conduct minimally invasive cardiac and urological surgeries, and the 64 Slice Computed Tomography (CT) Scanner and the Dual Source CT Scanner ensure that we are able to provide advanced healthcare procedures to our patients. Our investment in medical technology and equipment has also enabled us to attract doctors in India to practice at our hospitals. Some of the key equipment used at our facilities is listed below: • Radiology and Imaging: 64 Slice high end Computed Tomography (CT) Scanner, the Dual Source CT

Scanner (for high end cardiac imaging), PET CT Scanner, Magnetic Resonance Imaging (MRI) equipment, digital X-ray machines, mammography, bone densitometer, ultrasound systems and gamma cameras supported by PACS;

• Cardiac Care: Flat panel cardiac catheterization laboratories, 4 D Color Doppler, stress test machines, Holter

system, heart lung machines and the Da Vinci Robotic System; • Neuro-sciences: Operating Microscope, Cranial and Spinal Endoscopes, CUSA, operating tables, OT Lights

and C-Arms; • Orthopedics: Navigation systems and instrumentation and operation tables; • Urology: Equipment for extra corporeal and intra corporeal lithotripsy, diagnostic and therapeutic minimally

access surgery instrumentation and lasers; • Pulmonology: Pulmonary function test machines, sleep lab for plethystography and apnea studies and

bronchoscopy systems; • Diabetology: Foot pressure measurement systems, body analyzer systems and blood glucose analysis

systems; • Gastroenterology: Equipment for upper and lower GI endoscopies and ERCP and Laparoscope for minimally

access surgeries; • Mother and Child Care: Equipment for delivery and recovery and IVF;

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• Critical Care: Modular patient monitors, ventilators, syringe and infusion pumps supported by a facility for central monitoring and control; ICUs equipped with intra aortic balloon pumps for cardiac support, BIPAP machines for non-invasive ventilation and arterial blood gas analyzers; and

• Emergency: Ambulance with emergency equipment such as transport monitors, ventilators and defibrillators. Initiatives

Research

Our doctors across various departments are engaged in a broad spectrum of research, including therapeutic trials, new innovative technologies, such as advanced stent technologies and implantable cardioverter defibrillator (ICD) devices, investigation of disease pathogenesis and discovery-oriented basic science. We conduct research on a number of topics, including preventive cardiology, interventional cardiology, cardiac surgery, diabetes, infectious diseases, oncology, nephrology and neuro-surgery, and our doctors regularly publish papers in scholarly journals. Current clinical research includes studies on arterial revascularization trial (to compare survival following bilateral versus single internal mammary (IMA) grafting in coronary revascularization); freedom trial (future revascularization evaluation in patients with diabetes mellitus optimal management of multivessel disease); CABG off or on pump revascularization study (Coronary); new oral molecules in prevention of stroke and non-central nervous system systemic embolism in subjects with non-valvular atrial fibrillation (NVAF); and newer generation biodegradable coronary stents and drug eluting balloons and evaluating few new generation molecules claimed to be superior in management of subjects who require percutaneous coronary intervention (PCI) in comparison to current existing therapies. Our hospitals are also involved in post-graduate training for doctors in several disciplines such as cardiology and general surgery, and fellowships in pediatric cardiology and anesthesia. Escorts Hospital - Delhi and Fortis Hospital - Mohali also offer post-graduate diploma in clinical cardiology. Fortis Hospital - Mohali is approved, subject to satisfaction of certain conditions, to provide post-basic diploma in critical care nursing for the 2008 session. We have also entered into an agreement with Chitkara University, a university established in the State of Himachal Pradesh, to provide theoretical and practical training to students in healthcare management. Community Outreach

We are committed to being active in the communities in which we operate and have initiated several outreach programs. For instance, our key specialist doctors hold regular, offsite outpatient clinics in more than 57 towns in north India, and many of our surgeons visit former patients located in remote areas to offer follow-up advice as part of our “Friends of Fortis” initiative. We also host free public lectures on healthcare issues and offer free health camps and clinics in outlying areas as part of our effort to extend the benefits of specialist treatment to a broader patient base. At Fortis Hospital - Mohali, Fortis Hospital - Noida and Fortis Flt. Lt. Rajan Dhall Hospital, we also maintain a “Fortis Golden Age Club” for senior citizens, which permits them to receive free consultations and discounts on investigations for a nominal annual fee. Through this program we have served approximately 12,000 senior citizens. As part of our community initiative, we also carried out relief work in the flood affected areas of Bihar. We provided medical check ups and distributed medicines in various relief camps organized by government and non-government organizations. Our community outreach initiatives have reached approximately 210,000 children and 154,000 adults. We believe these initiatives are an important tool in carrying out our responsibilities to provide healthcare in our local communities, serving to provide our doctors with an outlet for reaching out to patients in need and raising the profile of our hospitals and reputation throughout the country.

Professional Development We believe that in order to maintain the quality of care we offer to our patients, our doctors and other medical staff must pursue a rigorous program of continuing education. We offer a wide range of health education sessions and seminars on-site at our hospitals to our medical staff, as well as to healthcare professionals outside our network. The sessions are led by expert physicians and other healthcare professionals from our hospitals who have first-hand knowledge of the latest clinical developments and research. These sessions provide an important

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forum to discuss recent developments to improve patient care and serve as a vehicle to teach doctors new techniques. In addition, they also provide an important opportunity for us to showcase our facilities and for our doctors to grow their referral networks. Through our telemedicine initiative, the doctors at our Fortis Hospital - Noida are able to provide consultations via teleconference to patients in 39 telemedicine centers throughout India. In addition, Fortis Hospital - Noida and Escorts Hospital - Delhi have been selected by the Ministry of External Affairs, Government of India, to provide telemedicine and continuing medical education services to the 44-member countries of the African Union for the Government’s “Pan-African e-Network” program. The project involves establishment of online connectivity between India and the 44-member countries of the African Union for providing tele-education and telemedicine services from identified Indian universities and super-specialty hospitals. As part of the project, Fortis Hospital - Noida and Escorts Hospital - Delhi will provide online medical consultation to doctors, offline medical advice to patients and continuing medical education services. We have also recently commenced tele-consultation services in Afghanistan. We also publish a quarterly e-medical newsletter named “Fortis Rx” and a print journal named “The Fortis Medical Journal”.

Ethics and Compliance Programs

The operational and procedural protocols we have implemented at each of our hospitals were designed taking into account international standards and the particular needs of our local communities. The department heads at each of our hospitals are responsible for ensuring compliance with these protocols across their departments. Each department maintains its identified quality protocols and provides monthly reports to the institutional quality team for record, audit and inspection. In addition, we regularly send teams from our “hub” hospitals to visit our “spoke” hospitals to monitor their compliance with protocols. We strictly adhere to the guidelines relating to research activity. For example, at Fortis Hospital - Noida, we have an institutional review board composed of practicing senior doctors, pharmacologists, academics and a jurist who review all clinical research studies before they are carried out. We have also implemented rigorous training programs for all new employees and existing employees who are assigned to new jobs, regardless of their prior experience. Insurance We maintain policies covering risks related to fire and special perils, burglary and housebreaking, business interruption, public liability, money and fidelity insurance and other losses in amounts we believe are sufficient. We also maintain personal accident policies for permanent personnel and group medical insurance policies for our personnel and dependants of our employees. Each of these insurance policies is renewable annually. We also maintain policies with respect to professional indemnity for our doctors and separate liability policies for the Directors and officers of the Company. The cost and availability of insurance coverage has varied in recent years and may continue to vary in the future. While we believe that our insurance policies are adequate in amount and coverage for our operations, we may experience unanticipated issues or incur liabilities beyond our current coverage and we may be unable to obtain similar coverage in the future. Personnel We believe that our success depends significantly on our ability to attract, develop and retain highly-skilled doctors, nurses and other personnel at our hospitals. The vast majority of the personnel at the hospitals we operate on an O&M contract basis are compensated by the applicable hospital owners. In addition, we outsource a number of responsibilities at our hospitals, such as housekeeping, security, grounds maintenance and various medical support services at certain of our hospitals. The people on-site at our hospitals who perform these functions are employees of the outsourcing firms and are not our employees. As on March 31, 2009, approximately 7% of the employees (all of which are non-medical employees) at our Fortis Escorts Hospital - Faridabad belonged to a trade union. Approximately 28% of the employees of the Jessa Ram Hospital are also unionized. We believe that our relationship with our employees and other personnel is good and we have not

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experienced any work stoppages as a result of labor disagreements at any of our facilities since we began operations. As on March 31, 2009, the number of personnel at each of our hospitals, which includes personnel at our O&M hospitals which are compensated by the O&M hospital owners and personnel at our associate hospitals which are compensated by the majority owners of the associate hospitals, but excludes personnel at Fortis Clinique Darné hospital in Mauritius and empanelled and outsourced contractual manpower, is set forth below:

Doctors

Nurses

Paramedics

Total Medical

Staff

Staff

Executive &

Above

Total Non

Medical Staff

Total Staff

Location

Reg*

Ret**

Reg*

Ret**

Reg*

Ret**

Reg*

Ret**

Reg*

Ret**

Reg*

Ret**

Reg*

Ret**

Reg*

Ret**

Corporate 0 0 0 0 0 0 0 0 26 0 125 5 151 5 151 5

Fortis Hospital - Mohali

127 36 444 0 127 1 698 37 156 1 54 3 210 4 908 41

Escorts Hospital - Delhi

171 9 847 0 169 1 1,187 10 205 2 87 4 292 6 1,479 16

Fortis Hospital - Noida

12 121 364 0 87 13 463 134 125 2 38 1 163 3 626 137

Fortis Escorts Hospital – Faridabad

72 6 329 0 48 0 449 6 65 5 41 3 106 8 555 14

Fortis Escorts Hospital - Amritsar

24 12 164 0 54 1 242 13 53 0 15 2 68 2 310 15

Fortis Escorts Hospital - Jaipur

54 33 164 0 51 0 269 33 90 0 34 0 124 0 393 33

Fortis Malar Hospital

7 35 174 0 22 0 203 35 170 0 35 0 205 0 408 35

Hiranandani Hospital Vashi

0 20 61 0 12 1 73 21 21 0 27 1 48 1 121 22

Fortis La Femme 1 11 56 0 10 0 67 11 32 0 7 0 39 0 106 11

Fortis Escorts Hospital - Raipur

11 0 87 0 14 0 112 0 14 0 2 0 16 0 128 0

Fortis Flt. Lt. Rajan Dhall Hospital

12 65 269 0 91 0 372 65 111 0 37 0 148 0 520 65

Jessa Ram Hospital 1 31 72 0 23 0 96 31 55 0 7 1 62 1 158 32

Fortis Hospital Seshadripuram

11 0 55 0 15 0 81 0 44 0 5 0 49 0 130 0

Fortis Modi Hospital, Kota

30 0 37 0 29 0 96 0 36 0 0 0 36 0 132 0

Total 533 379 3,123 0 752 17 4,408 396 1,203 10 514 20 1,717 30 6,125 426 ___________

* Regular

** Retainer

Doctors

Recruitment: All of our doctors, from residents who have recently concluded their training at a teaching hospital to our most senior consultants and department heads, must meet strict hiring criteria, such as specified performance levels in medical college, during training and, for more senior doctors, at their prior hospitals. Once a doctor has passed this initial threshold, we conduct a series of interviews with the candidate and make inquiries about him or her within the medical community to determine whether the candidate will be suitable for our hospitals. We find most of our younger doctors through application submissions. For more senior doctors, our senior management team maintains a database of both “up and coming” and prominent doctors in various fields who we may approach for positions at our hospitals in the future. Compensation: Doctor compensation is the largest component of our personnel expenses. Compensation for an individual doctor can vary quite substantially based on seniority, specialty, reputation and demand for such doctor’s services. Our doctors are either our employees or serve as independent contractors and provide their services to us for a retainer payment. In general, each of our doctors practicing in the core specialties at one of our hospitals is required to work exclusively at our hospitals, but in certain cases may maintain a position at a local clinic or an affiliation with a teaching hospital. Doctors in non-core specialties (e.g., ENT specialists, dentists and dermatologists) have only a part-time presence at our hospitals, are permitted to maintain their own

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private practices and positions at a limited number of other hospitals and are compensated on a fee for service basis. The majority of the doctors on staff at our hospitals, including O&M hospitals, are compensated on a salary or retainer basis. In addition to a fixed salary, some of our doctors who are our employees also have a variable component to their salaries. The variable component is based on a formula that we believe provides incentives to doctors to maximize the quality of care they deliver to our patients. The formula includes points for the success rate of various procedures, number of procedures, rapport with patients, referrals, local, national and international publications and other public recognition.

Nurses and Other Personnel

Recruitment: All of the nurses we hire must meet specified hiring criteria, including specified performance levels at nursing school and on a written test we administer to all nursing candidates. Many of our nurses submit applications to us either on an unsolicited basis or in response to advertisements we have placed. In addition, we have a number of student nurses at our hospitals who work under the supervision of a senior nurse. When these trainees finish their coursework, many of them return to our hospitals to work full time. We focus on recruiting nurses with strong skill sets who work well with both our doctors and patients. Similarly, our other medical and non-medical personnel must meet the hiring criteria we have established for their positions and undergo a number of interviews and background inquiries. Compensation: All of the nurses and other staff members at our hospitals are compensated on a salary basis. We offer competitive salaries to our employees and a comprehensive package of benefits, including health insurance, personal accident insurance and discounts on services at our hospitals.

Outsourcing

A number of people who work at our hospitals, such as housekeeping attendants, groundskeepers and security personnel, are employees of third-party outsourcing firms to whom we also provide extensive training. Although we are not directly involved in the hiring of such individuals, our outsourcing partners are required to comply with hiring criteria we specify to them. We pay a set fee to our outsourcing partners who are responsible for compensating their employees and paying their other expenses, including insurance.

Retention

For Fiscal 2009, our retention rate for senior doctors at our owned, associate and O&M hospitals was approximately 71.7%. In addition, our attrition rate for nurses for Fiscal 2009 was approximately 58.10%. We believe the worldwide nursing shortage is not as acute in India and that even in the face of a nursing shortage, we are well-positioned in the market to retain our nurses due to our strong reputation and competitive compensation packages. Legal Proceedings We and our hospitals are subject to numerous significant claims and legal proceedings. We also expect new claims and legal proceedings to be instituted or asserted against us and our hospitals from time to time. The results of these claims and legal proceedings cannot be predicted and these claims and legal proceedings, individually or in the aggregate, may have a material adverse effect on our business (both in the near- and long-term), liquidity, financial position or results of operations. Currently, pending claims and legal proceedings that are not in the ordinary course of business are principally related to the subject matters set forth below. For further details of our material litigation, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

Land Use Matters

EHIRCL. EHIRCL’s predecessor was a charitable society (the “Delhi Society”) that subsequently merged with a non-charitable society in the nature of a joint stock company (the “Chandigarh Society”), which was thereafter

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incorporated as a company with limited liability under the Companies Act. The validity of the initial merger of the Delhi Society with the Chandigarh Society and the subsequent incorporation as a company are now being challenged in the Delhi High Court. The DDA, the owner of the land on which Escorts Hospital - Delhi is located, issued show cause notices dated October 31, 2003 and April 21, 2004 in respect of alleged non-compliance of certain conditions of the allotment of land to EHIRCL, including the requirement to reserve 25% of the hospital’s beds for free treatment to indigent patients, and the vesting of hospital land with EHIRCL without the DDA’s prior consent. Pursuant to its order dated October 6, 2005 (the “DDA Order”), the DDA has treated both the initial merger of the societies and the subsequent conversion to a company as prohibited transfers of property under the terms of its lease of the land and, accordingly, has terminated the lease deeds and allotment letters in respect of the land on which Escorts Hospital - Delhi is located. EHIRCL filed an original miscellaneous petition (the “OMP”) in the Delhi High Court seeking to invoke the arbitration clause under certain lease deeds with the DDA, a declaration that the DDA Order is illegal and a permanent injunction restraining the DDA from dispossessing EHIRCL of the hospital land without due process of law. The Delhi High Court through its order dated October 7, 2005 directed the DDA not to recover physical possession of the hospital land from EHIRCL pursuant to the DDA Order until the next date of hearing. EHIRCL filed an arbitration application before the Delhi High Court for appointment of an arbitrator and reference of the dispute to arbitration. In addition, EHIRCL also filed a civil suit in the Delhi High Court in respect of the remaining parcels of land not covered by the abovementioned lease deeds seeking a declaration that the DDA Order is illegal and a permanent injunction restraining the DDA from dispossessing EHIRCL of the hospital land. The High Court through its order dated October 20, 2005 granted an interim stay restraining the DDA from recovering physical possession of the hospital land in the civil suit. On March 14, 2008, the High Court issued notice on EHIRCL’s arbitration application and on March 18, 2008, the High Court stated that the interim order dated October 20, 2005 passed in the civil suit shall subsist and bind the parties until the arbitration proceedings are pending. Both the arbitration application and the civil suit are currently pending before the Delhi High Court. EHIRCL had filed a letters patent appeal in the Delhi High Court against an order dismissing its writ petition seeking to quash the DDA Order and stay the eviction proceedings before the Estate Officer of the DDA. The Estate Officer had initiated eviction proceedings against EHIRCL alleging that EHIRCL is an unauthorized occupant under the Public Premises (Eviction of Unauthorized Occupants) Act, 1971. The Delhi High Court dismissed EHIRCL’s appeal by an order dated September 3, 2007. Subsequently, the Estate Officer and the DDA issued a notice to EHIRCL for resuming the eviction proceedings. EHIRCL has filed a special leave petition (the “SLP”) before the Supreme Court of India challenging the order of the Delhi High Court. The Supreme Court by its order dated October 29, 2007 directed that the proceedings before the Estate Officer may continue but the Estate Officer may not pass any final order in such proceedings until further orders. If the DDA’s termination of our leases and its eviction proceedings are upheld, we may lose the Escorts Hospital - Delhi facility and our entire investment in the fixed assets therein. We may also be required to make substantial compensatory payments to the DDA. EHIRCL is a significant Subsidiary and, together with the satellite and heart command centers operated by it, contributed 32.80% of our consolidated total operating income for Fiscal 2009. Given the importance of EHIRCL to the Company, and the Escorts Hospital - Delhi facility in particular, any adverse development in this case or the perception of an adverse development could have a materially adverse impact on our business and our results of operations. Fortis Flt. Lt. Rajan Dhall Hospital. The DDA, which owns the land on which Fortis Flt. Lt. Rajan Dhall Hospital is located, has terminated the lease deed in respect of such land. In the order terminating the lease, the DDA alleges that the Dhall Society, which is the society that owns the hospital, did not use the property in accordance with the terms of the lease, leaving the property vacant for a number of years. The Dhall Society filed a suit in the Delhi High Court for declaration and permanent injunction against the DDA. The Delhi High Court granted a stay order restraining the DDA from recovering physical possession of the property, and restraining the creation of any third party rights in respect of the property. The DDA has thereafter filed applications before the Delhi High Court inter alia seeking dismissal of the suit, an ex parte direction that the premises be sealed until the disposal of its application, and initiation of contempt proceedings against certain members of the Dhall Society for violating the stay order of the Court by entering into an O&M agreement with us. These matters are currently pending before the Delhi High Court. Pursuant to the termination of the lease by the DDA, the Estate Officer initiated eviction proceedings against the Dhall Society. The Dhall Society challenged such eviction proceedings before the Estate Officer by filing an

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application for stay of the eviction proceedings along with an application for framing of preliminary issues. By an order dated April 1, 2008, the Estate Officer disposed of the application for stay of the proceedings and the application challenging his jurisdiction. This matter is pending before the Estate Officer and the next date of hearing is September 29, 2009. For further details regarding these proceedings, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. If these matters are resolved in a manner adverse to the hospital, our O&M contract for the hospital would no longer be effective, and we could lose the balance unamortized value of Rs.275.56 million from our initial investment of Rs.350 million in respect of the license fee we paid to obtain the O&M rights for this hospital and the Rs.153.27 million we have spent on improvements to the hospital building and Rs.411.75 million we have spent on medical and other equipment, plant and machinery, furniture and fixtures, vehicles and computers to which we retain title. Although, upon termination of the O&M contract or if the O&M contract is declared unenforceable or if our rights to run the Fortis Flt. Lt. Rajan Dhall Hospital and our right to share in the operating profits of the hospital cannot be exercised, the Dhall Society is required under the O&M contract to reimburse us for all amounts invested with interest, the Dhall Society does not currently have, and in the future may not have (even if it were successful in claiming compensation from the DDA for the hospital building), sufficient funds to do so. Jessa Ram Hospital. The Land & Development Office of the Ministry of Urban Development of the Government of India (the “L&DO”) and the DDA, which own approximately 13% and 87%, respectively, of the land on which Jessa Ram Hospital is located, have terminated the lease deeds in respect of such land. In the orders terminating the leases, the L&DO and the DDA allege inter alia that the land allotted by the L&DO and DDA, respectively, has been taken over by us as a result of our entry into the O&M contract with the Jessa Ram Trust; the L&DO has also alleged that the land has been lying vacant. The Jessa Ram Trust has filed a suit and an OMP, respectively, before the Delhi High Court for declaration and permanent injunction against the L&DO and the DDA. The Delhi High Court granted stay orders restraining the L&DO and the DDA from giving effect to the termination order and from recovering physical possession of property from the Jessa Ram Trust. The Jessa Ram Trust has also filed an arbitration application for appointment of an arbitrator and reference of the dispute to arbitration. The Delhi High Court by its order dated March 28, 2008 issued notice on the arbitration application. These matters are currently pending before the Delhi High Court. For further details regarding these proceedings, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. If this matter is resolved in a manner adverse to the hospital, our O&M contract for the hospital would no longer be effective, and we could lose all or some of our investment in the infrastructure of the hospital. Although we may have a breach of warranty claim under our O&M contract with the Jessa Ram Trust, in which the Jessa Ram Trust represented to us that it was operating in compliance with all agreements and deeds, we may not be successful in bringing any such claim, and even if such a claim were successful, the Jessa Ram Trust may not have sufficient funds to compensate us in full or at all.

Anil Nanda Matter

A civil suit was filed by Anil Nanda, a member of the former Delhi Society, and another for a declaration and permanent injunction against EHIRCL, among others, before the Delhi High Court seeking, inter alia, (a) to void the amalgamation of EHIRCL’s predecessors, the Delhi Society and the Chandigarh Society, and the subsequent incorporation of the amalgamated society as a limited company (i.e., EHIRCL) and, by implication, void the Escorts hospitals acquisition and (b) to restrain Escorts Limited from transferring or creating any third party rights with respect to its shares in EHIRCL. The Delhi High Court had ordered the parties to maintain the status quo as on September 30, 2005. The Delhi High Court, through its order passed on April 4, 2007, had directed that the Company be impleaded as a defendant in the original civil suit. The High Court had also in its order recorded the Company’s verbal undertaking that it would not transfer or alienate its shareholding in EHIRCL or make any variation or alteration in the share capital of EHIRCL until further orders of the court. The Delhi High Court dismissed the civil suit by its order of July 3, 2008. A regular first appeal was filed by Anil Nanda and another against the High Court order of July 3, 2008 before the Division Bench of the Delhi High Court, which by its order dated January 16, 2009 allowed the appeal and set aside the order of dismissal. The suit has been restored to its original position and the status quo order has also been restored. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

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If the plaintiff in this matter is successful, the merger and incorporation which made EHIRCL a for-profit limited company in April and May 2000, respectively, could be annulled, as could our acquisition of EHIRCL. If either the merger or the incorporation is annulled, we may be unable to recover the consideration we paid in respect of the Escorts hospitals acquisition. Although we may have a claim against the sellers in the Escorts hospitals acquisition for breach of warranty in the event the litigation challenging EHIRCL’s corporate existence is resolved in a manner adverse to us, we may not be successful in bringing any such claim and even if the claim is successful, in recovering amounts paid by us to the sellers. Free Treatment Matters

In March 2004, the Delhi High Court issued a notice to EHIRCL pursuant to a public interest litigation filed by the Social Jurist, a group of lawyers, in July 2002 regarding the applicability of conditions relating to the provision of free treatment to indigent patients in hospitals located on certain plots of land allotted by the DDA at concessional rates. The Delhi High Court delivered its order on March 22, 2007, directing that certain hospitals in Delhi, including the Escorts Hospital - Delhi facility and the Indian Spinal Injuries Center (a hospital in which we operate a heart command center for a fee based on its revenues) (a) provide free treatment (including free admission, beds, medication, treatment, surgery, nursing, consumables and non-consumables) to the extent of 10% of the total number of patients in the IPD and 25% of the total number of patients in the OPD with effect from the date the hospitals have become functional; and (b) repay an amount to a central corpus established by the High Court for non-compliance or partial compliance with the conditions since commencement of hospital operations. The High Court also appointed a special committee to determine the amount payable in terms of the Court’s directions. The High Court clarified that all persons who have a monthly income of less than Rs.5,000, or no income, shall be treated as indigent patients for the purposes of its judgment, unless and until the special committee modifies the maximum income criterion. The High Court also specified the procedure for referral of such indigent patients to hospitals covered by its order. In the event that hospitals do not comply with its directions, the High Court stated that the heads of such hospitals, among others, could be sued in accordance with law. The competent government authority or the Government of India would also be entitled to take action pursuant to the terms and conditions of the letters of allotment and the lease deeds, including cancellation of lease, re-entry into the premises and the taking of possession of such hospitals in accordance with applicable law. The High Court also constituted an inspection committee to inspect the hospitals, oversee implementation of the High Court’s directions and to apply to the High Court for the issuance of further orders against defaulting hospitals. EHIRCL has filed an SLP against the High Court’s judgment in the Supreme Court of India. On January 4, 2008, the Supreme Court of India issued an interim order staying the operation of the direction of the High Court of Delhi in respect of operations and investigations such as X-ray, ultrasound and CT scan. The Supreme Court however directed that the petitioners should continue to provide 25% of the total number of patients in the OPD and 10% of the total number of patients in the IPD as free beds and provide treatment to such patients. The matter is currently pending before the Supreme Court. Pursuant to the directions of the Delhi High Court, we may be required to make payments to the central corpus. Furthermore, we may prospectively be required to provide free treatment to comply with the High Court of Delhi’s directions. The payments that we may be required to make to the corpus, as well as the costs of compliance with this judgment, may have a material adverse effect on our business and financial results. In addition, the judgment of the High Court of Delhi may negatively affect certain of our other legal and regulatory proceedings currently pending before courts and government agencies, including the DDA. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. A private plaintiff has filed a writ petition against the State of Haryana and EHRCL in the High Court of Punjab and Haryana in 2000 alleging that Fortis Escorts Hospital - Faridabad was being operated in violation of the condition in the allotment of land to provide free medical treatment. The hospital filed a scheme of compliance

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with the High Court to provide free medical care to residents of Faridabad who are below the poverty line. The High Court through its order dated January 24, 2002 directed the State of Haryana to examine the hospital's scheme of compliance with the terms of the allotment letter, and to make suitable corrections in operations. We filed an SLP in the Supreme Court on March 8, 2002 against the interim order of the High Court. The Supreme Court by its order dated October 29, 2005 directed a stay in the proceedings at the High Court pending final disposal of the matter. If we are unsuccessful in our attempts to defend this litigation, we may be required to provide free or discounted healthcare services to additional patients. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

Income Tax Matters

The Central Government’s Income Tax Department has re-opened certain tax assessments of EHIRCL’s predecessors, the Delhi Society and the Chandigarh Society. The aggregate claim against EHIRCL in these proceedings is approximately Rs.3,127.30 million. These proceedings are in various stages and the outcome is uncertain. Although a portion of the consideration we paid in connection with the Escorts hospitals acquisition remains in an escrow account pending the resolution of the income tax matters, amounts determined to be due and payable under the income tax proceedings may exceed the escrow amount, and we may not be able to recover amounts due to us under the indemnity arrangements in the acquisition agreement relating to the Escorts hospitals acquisition. We expect the indemnity in the Escorts hospitals acquisition agreement and the escrow of a portion of the purchase price to cover approximately 47.46% of the total potential tax assessment for previous periods as described above, except for the assessment of Rs.58.72 million for Fiscal 2005 and 2006, which does not arise from assessments for the Delhi Society and the Chandigarh Society. The escrow will cover the first Rs.649.90 million of such liability, and the indemnity covers one-third of any amounts actually assessed in excess thereof. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. Escorts Limited has recently taken action in the courts to enjoin the tax authorities from unilaterally attaching any of the escrow amounts.

Medical negligence matters

In addition to the matters described above, we are subject to claims and legal proceedings in the ordinary course of business. The largest category of these proceedings relates to medical negligence. There are 102 cases for an aggregate amount of approximately Rs.286.01 million in various courts and agencies pending against the Company and its Subsidiaries concerning allegations of medical negligence at our hospitals and by our healthcare professionals, including 14 cases where the amount claimed as damages or otherwise is more than Rs.5 million. The claims are at various stages of litigation and the outcomes of these claims are uncertain. While we believe that these medical negligence or malpractice claims, to the extent that we are held liable in any or all of them, are fully covered under our professional and general liability insurance policies, such claims individually or in the aggregate may exceed our coverage. For further details, see the sections titled “Risk Factors” and “Outstanding Litigation and Material Developments” beginning on pages viii and 312, respectively, of this Letter of Offer. Properties The following table sets forth the significant properties owned or leased by the Company and its Subsidiaries as on the date hereof:

Lessee/

Owner

Location

Address

Nature of

Property

Rights

Area

(in acres)

Term

Mohali, Punjab

Fortis Hospital - Mohali Sector 62, Phase VIII SAS Nagar, Mohali 160 062

Leasehold 8.22 10 years from January 2009

Company

Chandigarh, Punjab

Fortis City Center SCO 56-58, Sector 9D Madhya Marg Chandigarh 160 069

Leasehold 0.09 Five years from January 2006

IHL Noida, Uttar Pradesh

Fortis Hospital Plot No. 22, Block B Sector 62, Institutional Area

Leasehold 5.54 90 years from January 1996

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Lessee/

Owner

Location

Address

Nature of

Property

Rights

Area

(in acres)

Term

Phase II, Noida 201301 EHIRCL New Delhi Escorts Heart Institute & Research Centre

Okhla Road New Delhi 110 025

Leasehold 7.19 Perpetual

EHSSHL Jaipur, Rajasthan

Jawaharlal Nehru Marg Malviya Nagar Jaipur 302 017

Leasehold 6.60 99 years from December 1999

EHSSIL Amritsar, Punjab

Fortis Escorts Hospital - Amritsar Plot Private 21, Khasra No. X3 Majitha Verka Bypass Road Amritsar 1430 04

Freehold 3.71 -

EHRCL Faridabad, Haryana

Escorts Hospital and Research Centre Neelam Bata Road New Industrial Township Faridabad 122 001

Freehold 5.06

-

New Delhi Block A, Shalimar Bag New Delhi 110 088

Leasehold 7.34 Perpetual FHTL

Gurgaon, Haryana

Sector 44, Urban Estate District Gurgaon 122 001

Freehold

10.81 -

LHPL Bangalore Nos. 65, 68/1, 159 and 160 (New No.160), 1st Main Road, Seshadripuram, Division No.7 (Dattatreya), Bangalore 560 020

Freehold 0.33 -

In addition, we have also entered into lease agreements with third parties for future hospital opportunities, including lease deeds dated January 12, 2009: (i) between Radha Soami Satsang Beas and FHoML for 2.5 acres of land at Ahmedabad and (ii) between Radha Soami Satsang Beas and EHIRCL for 2.5 acres of land at Ludhiana.

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THE WOCKHARDT HOSPITALS ACQUISITION

Business Transfer Agreement

Fortis Hospitals Limited, a wholly owned subsidiary of the Company (“FHsL”), has entered into a business transfer agreement (the “Business Transfer Agreement”) with Wockhardt Hospitals Limited (“WHL”), Kanishka Housing Development Company Limited (“Kanishka”), Merind Limited (“Merind”) and Carol Info Services Limited (“Carol”) on August 24, 2009 for the acquisition of WHL’s undertaking relating to certain hospitals, including certain nursing schools (the “Hospitals”), and ancillary premises (the “Ancillary Premises”, and such undertaking, the “Business Division”) on a going concern basis through a slump sale (such acquisition, the “Wockhardt Hospitals Acquisition”). The Business Division includes the following:

(i) certain assets of WHL including all offices, plant and machinery, vehicles, equipment, appliances, furniture, fixtures, sundry debtors, inventories, purchase orders, consumables, bills of exchange, benefit of any deposits, financial assets, benefit of any bank guarantees and letters of credit, funds, any insurance proceeds, software or other computer programs used by the Hospitals and the Ancillary Premises;

(ii) certain permits and licenses, intellectual property, and all other rights, entitlements, licenses,

approvals, authorizations, privileges, benefits and entitlements including any tax exemptions, deferrals and other benefits or privileges, to which WHL is a party and which relates exclusively to the Hospitals and the Ancillary Premises;

(iii) certain contracts, tenancies, privileges, rights, including any other contractual benefits or privileges,

lease rights, indenture, agreement, understanding or commitment, oral or written, to which WHL is a party and which relates primarily to the Hospitals and the Ancillary Premises;

(iv) certain investments, including the equity shares held in Kanishka by WHL and/or its nominees

comprising 100% of the share capital of Kanishka, and all other investments, loans and advances, including accrued interest thereon;

(v) all employees and contract consultants employed or engaged by WHL in relation to the Business

Division;

(vi) certain liabilities, including secured and unsecured loans, borrowings and guarantees, sundry creditors, sundry deposits and current liabilities, of WHL and the contingent liabilities of the Business Division;

(vii) all goodwill of WHL associated with the Hospitals and the Ancillary Premises as on the Closing

Date (defined below), other than goodwill associated with the trademark “Wockhardt” and its variants (except those included in the intellectual property being transferred pursuant to the Wockhardt Hospitals Acquisition);

(viii) all rights, claims and credits of WHL, as on the Closing Date, to the extent arising out of or relating

exclusively to the Hospitals and the Ancillary Premises and any assets or any liabilities being transferred pursuant to the Wockhardt Hospitals Acquisition; and

(ix) all warranties or guarantees in equipment contracts and other contracts being transferred pursuant to

the Wockhardt Hospitals Acquisition for construction of the Hospitals and the Ancillary Premises, as on the Closing Date, from third party suppliers in favor of WHL and primarily relating to the Hospitals and the Ancillary Premises;

each of which as on the Closing Date belongs to the Hospitals and the Ancillary Premises.

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The Business Transfer Agreement further provides that (i) all the security deposits paid by WHL in respect of any lease and/or leave and license and/or operation and management agreement for the Hospitals, Ancillary Premises or other immovable properties listed in Schedule 16 of the Business Transfer Agreement as reflected in the audited financial information of the Business Division and the audited accounts of Kanishka as on March 31, 2009, (ii) any loan disbursed by WHL in relation to the Business Division to (a) Sri Raghavendra Educational Institute and Society and (b) the Chethana Foundation and (iii) any other deposits or loans disbursed by WHL in respect of the Business Division will form part of the Business Division. Certain terms of the sale and purchase of the Business Division under the Business Transfer Agreement are set forth below:

A. Sale and Purchase of the Business Division

Clause 2 of the Business Transfer Agreement provides that pursuant to the completion of the Wockhardt Hospitals Acquisition, the Business Division will be deemed to have been transferred to and vested in FHsL as on the Closing Date and FHsL will be entitled, subject to the terms and conditions of the Business Transfer Agreement and certain ancillary agreements to be executed under the Business Transfer Agreement (the “Ancillary Agreements”), to all the rights and obligations of the Business Division as on the Closing Date.

B. Payments; Escrow Mechanism; and Adjustments 1. Payment to Lenders. Clause 6.2(o) of the Business Transfer Agreement contemplates that on the Closing

Date, all outstanding amounts including interest accrued (subject to a maximum amount of Rs.6,700 million) under the loans set out in Schedule 24 of the Business Transfer Agreement, which will be assumed by FHsL and which, as on March 31, 2009, aggregated Rs.5,996,178,301, will be paid by FHsL to the lenders against (i) the release by such lenders of all the encumbrances on the assets which relate to such loans and the delivery to FHsL of the title documents of such encumbered assets which are in their possession and (ii) the discharge of the guarantee given by Kanishka for the loan taken by WHL from Indian Overseas Bank (the amount paid by FHsL under Clause 6.2(o), the “Repayment Amount”).

2. Consideration. Under Clause 3.1 of the Business Transfer Agreement, FHsL has agreed to pay the

following consideration for the transfer of the Business Division: (i) in the event that the Repayment Amount is equal to or exceeds Rs.5,996,178,301, FHsL will pay

to WHL (a) a lump sum consideration of Rs.1,865,821,699 minus (b) the difference between the Repayment Amount and Rs.5,996,178,301; and

(ii) in the event that the Repayment Amount is less than Rs.5,996,178,301, FHsL will pay to WHL (a)

a lump sum consideration of Rs.1,865,821,699 plus (b) the difference between Rs.5,996,178,301 and the Repayment Amount (the payment made pursuant to (i) or (ii) above, as the case may be, the “Consideration”).

3. Payments under Ancillary Agreements. Schedule 2 of the Business Transfer Agreement contemplates the

execution of certain Ancillary Agreements, pursuant to which the following additional payments are required to be made by FHsL in connection with the Wockhardt Hospitals Acquisition:

(i) Merind O&M Agreement. An amount of Rs.1,020 million is to be paid on the Closing Date by

FHsL to Merind as an interest free deposit (the “Deposit Amount”) pursuant to the management and operating agreement (the “Merind O&M Agreement”) proposed to be executed on the Closing Date between FHsL and Merind for the management and operation of the Wockhardt Hospital, Mulund. It is contemplated that the Merind O&M Agreement will provide for the execution of a deed of conveyance between Merind and FHsL in connection with the conveyance of the Wockhardt Hospital, Mulund, by Merind to FHsL for a consideration of Rs.1,020 million. If the deed of conveyance for the hospital is executed, the consideration for the conveyance is proposed to be discharged by FHsL by adjustment of the Deposit Amount.

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(ii) Conveyance Deeds. An amount of Rs.203 million is to be paid on the Closing Date by FHsL to Carol in connection with the execution of conveyance deeds for all properties used by the Business Division and owned by WHL or Carol and proposed to be transferred to FHsL pursuant to the completion of the Wockhardt Hospitals Acquisition.

(iii) Non-Compete Undertaking. An amount of Rs.2.5 million each is to be paid on the Closing Date

by FHsL to Mr. H.K. Khorakiwala and Dartmour Holdings Private Limited in connection with an undertaking to be signed by Mr. H.K. Khorakiwala and Dartmour Holdings Private Limited confirming that (i) they will not, directly or indirectly, for a period of three years from the Closing Date, carry on in the cities of Bangalore, Kolkata and the geographical limits of eastern Mumbai (the “Non Compete Area”), the business of hospitals and related services, including referral arrangements and OPDs, as conducted by the Business Division immediately prior to the Closing Date or use the trade mark “Wockhardt” in respect of such services and (ii) all the existing arrangements of OPDs and referrals of WHL as on the Closing Date in the Non Compete Area will be for the benefit of FHsL.

4. Escrow Mechanism. The Consideration is to be paid on the Closing Date in the following manner:

(i) Rs.150 million (the “Escrow Amount”) is to be deposited with an escrow agent mutually

appointed by the parties under a certain escrow agreement to be executed by FHsL, WHL and the escrow agent on the Closing Date; and

(ii) the difference between the Consideration and the Escrow Amount is to be paid by way of wire

transfer to the bank account of WHL to be notified in writing by WHL to FHsL at least five business days prior to the Closing Date.

The Escrow Amount is to be utilized for payment of indemnification claims made by FHsL on WHL under the Business Transfer Agreement and the relevant Ancillary Agreements. The Business Transfer Agreement contemplates the following payments to WHL from the Escrow Amount: (i) Rs.50 million on the expiry of one calendar year from the Closing Date and (ii) Rs.100 million on the expiry of two calendar years from the Closing Date, in each case after making any deductions for any indemnification claims.

5. NCA Adjustment. The parties have agreed that the Consideration is based on the assumption that the net

current assets of the Business Division as on the Closing Date will be at least Rs.107,766,132 (“Estimated NCA”). Clause 3.2 of the Business Transfer Agreement contemplates the following adjustments depending upon the net current assets of the Business Division as on the Closing Date:

(i) In the event that the net current assets reflected in the unaudited statement of assets and liabilities

of the Business Division as on a date which is 14 days prior to the Closing Date (the “Closing Accounts”) is less than 80% of the Estimated NCA, then WHL is to pay to FHsL on the Closing Date the difference between the value of 80% of the Estimated NCA and the value of the net current assets reflected in the Closing Accounts (such difference, the “Provisional NCA Adjustment Amount”).

(ii) In the event that the net current assets reflected in the final audited statement of assets and

liabilities of the Business Division as on the Closing Date (the “Updated Closing Accounts”) is less than 80% of the Estimated NCA, then WHL is to pay to FHsL the difference between the value of 80% of the Estimated NCA and the value of the net current assets reflected in the Updated Closing Accounts (such difference, the “Final NCA Adjustment Amount”); provided however that if any payment is made by WHL to FHsL on account of the Provisional NCA Adjustment Amount, such amount is to be adjusted against the Final NCA Adjustment Amount.

(iii) In the event that the net current assets reflected in the final audited Updated Closing Accounts is

equal to or more than 80% of the Estimated NCA and any payment of Provisional NCA Adjustment Amount has been made by WHL to FHsL, the entire Provisional NCA Adjustment Amount is to be repaid by FHsL to WHL. In the event that the net current assets reflected in the

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final audited Updated Closing Accounts is equal to or more than 80% of the Estimated NCA and no payment of Provisional NCA Adjustment Amount has been made by WHL to FHsL, no payment is required to be made by FHsL to WHL.

(iv) All payments to be made by WHL or FHsL, as applicable, under (ii) and (iii) above are to be made

within five business days of the final audited Updated Closing Accounts, failing which interest at 15% per annum will be payable.

6. Other Payments. Clause 3.5 of the Business Transfer Agreement contemplates that on the Closing Date

(i) WHL will cause its related parties (not forming part of the Business Division) to pay to FHsL and/or Kanishka, after the transfer of the Business Division to FHsL, any amount due to the Business Division and/or Kanishka by such related party as reflected in the Closing Accounts, and (ii) WHL will pay to FHsL gratuity as if the services of the employees (forming part of the Business Division) are terminated as on the Closing Date.

C. Conditions Precedent; Closing

1. Clause 4.1 of the Business Transfer Agreement provides that the completion of the Wockhardt Hospitals

Acquisition is subject to certain conditions precedent, including the following: (i) Pursuant to Clauses 4.1.1(a) and (d), obtaining all necessary corporate authorizations, including

the shareholders’ approval in terms of Section 293(1)(a) of the Companies Act in case of WHL, and income tax clearance certificates under Section 281 of the IT Act;

(ii) Pursuant to Clause 4.1.1(e), obtaining no-objection letters from (a) the lenders of WHL for the

transaction contemplated under the Business Transfer Agreement and release of any charge over the Business Division and/or immovable assets and/or movable assets owned by WHL and/or Kanishka, and (b) the owners of the immovable assets leased/given on leave and license to WHL for the transaction contemplated under the Business Transfer Agreement;

(iii) Pursuant to Clause 4.1.1(f), obtaining no-objection letters from the lenders of Carol and Merind

for the transfer of the immovable assets and movable assets owned by them pursuant to the Business Transfer Agreement and the Ancillary Agreements and release of any charge over such assets;

(iv) Pursuant to Clause 4.1.1(i), delivering to FHsL the existing title reports in respect of the

immovable assets proposed to be transferred to FHsL, other than the property located at Cunningham Road, Bangalore;

(v) Pursuant to Clause 4.1.1(k), resolution of all objections received pursuant to the public notices

issued in respect of the immovable assets owned by WHL and Carol and the lease granted to WHL in respect of the land located at Peenya Industrial Estate, Yashwantpura, Bangalore;

(vi) Pursuant to Clause 4.1.1(o), obtaining a written permission or confirmation from the appropriate governmental authority in respect of the Merind O&M Agreement;

(vii) Pursuant to Clause 4.1.1(p), obtaining the permission of the Director General of Foreign Trade for

the transfer of the equipment imported under the EPCG scheme from WHL to FHsL;

(viii) Pursuant to Clause 4.1.1(r), obtaining the consent of the landlords in respect of certain floors at the Wockhardt Medical Centre, Kolkata, to execute lease agreements with FHsL at a monthly rental not exceeding Rs.80 per square foot; and

(ix) Pursuant to Clause 4.1.2(c), obtaining the approval of, or making applicable filings with, the

Competition Commission of India, as may be required for the consummation of the transactions contemplated under the Business Transfer Agreement.

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2. The parties to the Business Transfer Agreement have undertaken in good faith to use commercially reasonable efforts to ensure the satisfaction of the conditions precedent as soon as practicable, and in any event not later than 120 days from the date of execution of the Business Transfer Agreement or such extended date as may be mutually agreed to by such parties in writing. The 120-day period expires on December 22, 2009.

3. Under Clause 6.1, the completion of the Business Transfer Agreement is proposed to take place within

15 days (or such extended date as the parties may mutually agree in writing) from the date of satisfaction (or waiver) of the last of the conditions precedent set out in Clause 4 (the “Closing Date”).

4. On the Closing Date, the following actions, among others, are contemplated: (i) WHL will transfer the

Business Division to FHsL by undertaking all the actions required for such transfer, including the following: (a) the movable assets and the records will be transferred to FHsL by physical delivery of possession thereof and (b) the immovable assets relating to the Hospitals and Ancillary Premises, which are owned by WHL, Carol or Merind (other than the immovable assets relating to the Wockhardt Hospital, Mulund), will be transferred to FHsL by way of execution of deeds of conveyance and WHL will, and will cause Carol and Merind to, deliver all the original title deeds, approved building plans, sanctions, completion and/or occupation certificates and other title related documents relating to the immovable assets; (ii) the nominees of WHL will resign and the nominees of FHsL will be appointed on the board of trustees/governing body/executive committee of Sri Raghavendra Educational Institute and Society and the Chethana Foundation; (iii) FHsL will pay the Repayment Amount; (iv) FHsL will pay the Consideration; (v) the Ancillary Agreements which are required to be executed on the Closing Date will be executed; and (vi) WHL and/or Kanishka will take such actions as would result in (a) FHsL acquiring as on the Closing Date all rights in respect of the equity shares of Kanishka and (b) a change in the constitution of the board of directors of Kanishka.

D. Post-Closing Actions

Clause 7 of the Business Transfer Agreement specifies certain post-closing actions, including the following: 1. Within 30 business days of the Closing Date, the parties have agreed to jointly initiate action for the

purpose of replacing WHL by FHsL in the litigation relating to the Business Division, the details of which as on the date of execution of the Business Transfer Agreement are set out in Schedule 23 of the Business Transfer Agreement (“Litigation”), except Litigation in relation to (i) the Wockhardt Medical Centre, Kolkata and (ii) the Wockhardt Hospital, Bannerghatta Road, Bangalore. In respect of the Litigation in relation to the Wockhardt Hospital, Bannerghatta Road, Bangalore, (a) FHsL is to join as an intervenor and (b) WHL is to make best efforts to settle the Litigation at the cost of FHsL and such cost is to be mutually agreed between the parties. All costs and expenses with respect to the Litigation for the period prior to the Closing Date will be to the account of WHL and all costs and expenses for the period subsequent to the Closing Date will be to the account of FHsL, except for (a) the Litigation in relation to the Wockhardt Medical Centre, Kolkata, which will be borne by WHL, (b) the Litigation in relation to the Wockhardt Hospital, Bannerghatta Road, Bangalore, which will be borne by WHL in accordance with Clause 13.8(b) (see below) and (c) the Litigation relating to the Wockhardt Hospital, Kolkata (KMDA), which will be borne by WHL in accordance with Clause 13.8(d) (see below).

2. The Updated Closing Accounts will be audited within 30 days from the Closing Date by Haribhakti & Co. on behalf of WHL and N.M. Raiji & Co. on behalf of FHsL. The two auditors will issue a joint audit report in relation to the Updated Closing Accounts. In case of any difference or dispute between the two auditors, the audit of the Updated Closing Accounts will be undertaken by KPMG.

E. Certain Covenants

Clause 10A of the Business Transfer Agreement specifies certain covenants, including the following:

1. FHsL has agreed to enter into a registered leave and license agreement with Wockhardt Limited and

Merind, pursuant to which Wockhardt Limited will be entitled to continue its operations and use and occupy 21,046 square feet area at the Wockhardt Hospital, Mulund, for a period of two years from the

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Closing Date. FHsL has agreed not to charge any rent for the first year of such usage and charge a rent of Rs.5 million for the second year of such usage. WHL will endeavor to cause Wockhardt Limited to vacate the premises as early as possible and in any event not later than the expiry of the two-year period.

2. WHL has undertaken to obtain the following approvals within a period of eight months from the Closing

Date or any extended period approved by FHsL:

(i) in respect of the nursing school and nursing college of Sri Raghavendra Educational Institute and Society at Bangalore:

(a) approval of the Government of Karnataka for the change in ownership; and (b) approval of (A) the Government of Karnataka, Department of Health and Family Welfare

(Medical Education), (B) the Indian Nursing Council, (C) the Karnataka State Nursing Council and (D) the Rajiv Gandhi University of Health Sciences, Karnataka, for the change of name of the school.

(ii) in respect of the nursing school of the Chethana Foundation at Bangalore:

(a) approval of the Government of Karnataka for the change in ownership; and (b) approval of (A) the Government of Karnataka, Department of Health and Family Welfare

(Medical Education), (B) the Indian Nursing Council and (C) the Karnataka State Nursing Council, for the change of name of the school.

(iii) in respect of the nursing college at the Wockhardt Hospital, Mulund, approval of the relevant authorities for the change of name.

F. Representations and Warranties

WHL has given customary representations and warranties in Clause 12 of the Business Transfer Agreement, including the following: 1. As on the date of execution of the Business Transfer Agreement, WHL and its nominees had a valid and

marketable title to the equity shares of Kanishka, comprising in the aggregate approximately 97.46% of the paid up share capital of Kanishka. As of the Closing Date, WHL and/or its nominees will have a valid and marketable title to the equity shares of Kanishka, comprising in the aggregate 100% of the paid up share capital of Kanishka.

2. Other than the leased properties at Wockhardt Medical Centre, Kolkata, each of WHL, Merind and Carol

and Kanishka owns and has good and marketable title to, or has validly obtained the right to possess and use on a lease or leave and license basis, the immovable assets which relate to it.

G. Indemnification and Limitation of Liability 1. Indemnification. Pursuant to Clause 13.1 of the Business Transfer Agreement, each of WHL and FHsL

have agreed to indemnify the other and/or its directors, officers, representatives, employees, doctors and agents against all losses that may result from the breach of their respective warranties or covenants or any fraudulent act or concealment on their part.

2. WHL’s Liability Limit. Clause 13.5 of the Business Transfer Agreement provides as follows:

(i) the liability of WHL and/or its affiliates under the Business Transfer Agreement and the

Ancillary Agreements for any loss on account of a breach in respect of their representations and warranties is limited to a maximum amount of Rs.1,250 million (the “Maximum Limit”); provided that in respect of title related representations and warranties in relation to the immovable assets, subject to Clauses 13.8(c) and (e) (see below) applying mutatis mutandis to WHL’s affiliate, the liability of such affiliate for any loss will not exceed 100% of the consideration paid to such affiliate;

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(ii) the Maximum Limit will be inclusive of the maximum amount specified in Clause 13.8(a) (see

below); and

(iii) subject to Clauses 13.8(c) and (e), WHL has undertaken that in the event the indemnity provided by any of its affiliates for any defective title of the immovable asset transferred by such affiliates is not sufficient to cover the loss suffered by FHsL, WHL will indemnify FHsL for any such shortfall.

3. Limitation of Liability. Clause 13.8 of the Business Transfer Agreement limits WHL’s liability as

follows:

(i) Pursuant to Clause 13.8(a), WHL will not be responsible for any loss or injury suffered due to the present status of the “user of land” or the permitted use of land of the Hospitals located at Nagarbhavi, Chord Road and Bannerghatta Road, Bangalore, except that WHL will be liable to indemnify FHsL, subject to certain limitations specified in Schedule 21, for any liability including cost of litigation, fines or penalties resulting therefrom up to a maximum amount of Rs.250 million;

(ii) Pursuant to Clause 13.8(b), WHL will not be responsible for any loss or injury suffered due to

the ongoing litigation (including legal proceedings arising therefrom) relating to the Wockhardt Hospital, Bannerghatta Road, Bangalore, except that WHL will be liable to indemnify FHsL, subject to certain limitations specified in Schedule 21, for any cost of litigation;

(iii) Pursuant to Clause 13.8(c), WHL will not be responsible for any loss or injury suffered due to

any deficiency in title in relation to the immovable assets relating to the Wockhardt Hospital and Heart Institute, Cunningham Road, Bangalore, owned by Carol, except that WHL will be liable to indemnify FHsL, subject to certain limitations specified in Schedule 21, for any loss arising due to any deficiency in title, stamp duty, registration fee, interest and penalty thereon for a period of five years from the Closing Date;

(iv) Pursuant to Clause 13.8(d), WHL will not be responsible for any loss or injury suffered due to

the litigation (including legal proceedings arising therefrom) relating to the Wockhardt Hospital, Kolkata (KMDA, except that WHL will be liable to indemnify FHsL, subject to certain limitations specified in Schedule 21, for any cost of litigation for a period of five years from the Closing Date; and

(v) Pursuant to Clause 13.8(e), WHL will not be responsible for any loss or injury suffered due to

any deficiency in title for the leased properties in relation to the Wockhardt Medical Centre, Kolkata.

4. Further Limits on WHL’s Liability. Schedule 21 of the Business Transfer Agreement further limits

WHL’s liability, including as follows:

(i) WHL will not be liable for any loss unless, the aggregate amount of all losses exceeds Rs.5 million (the “Liability Threshold”). After the loss exceeds the Liability Threshold, WHL will be liable for any and all losses;

(ii) WHL will not be liable in respect of any loss to the extent that the fact giving rise to such loss is

disclosed in the disclosure letter provided by WHL to FHsL (the “Disclosure Letter”) and certain specified schedules of the Business Transfer Agreement; provided that WHL will be liable to FHsL in respect of any disclosures made between the date of execution of the Business Transfer Agreement and the Closing Date; and

(iii) WHL will not be liable for any loss in respect of a breach of its representations and warranties

under the Business Transfer Agreement and/or the Ancillary Agreements, unless FHsL has notified WHL of such loss stating in reasonable detail the nature of such loss and the amount

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claimed, together with the calculation of the loss, on or before the date which is two years from the Closing Date; provided that certain warranties of WHL will survive until the expiry of the period of limitation under applicable law.

H. Non-Solicitation and Non-Compete

1. Non-Solicitation. Under Clause 14.1 of the Business Transfer Agreement, both WHL and FHsL have,

for a period of three years commencing from the Closing Date, agreed not to, directly or indirectly, solicit any doctor, contract consultant or employee who is employed in any professional, managerial, supervisory, technical, sales or administrative capacity with the other party.

2. Non-Compete. Under Clause 14.2 of the Business Transfer Agreement, WHL has, for a period of three

years commencing from the Closing Date, agreed not to carry on in the Non Compete Area, the business of hospitals and related services, including referral arrangements and OPDs, as conducted by the Business Division immediately prior to the Closing Date or use the trade mark “Wockhardt” in respect of such services and all the existing arrangements of OPDs and referrals of WHL as on the Closing Date in the Non Compete Area will be for the benefit of FHsL.

I. Disclosure Letter

The Disclosure Letter dated August 24, 2009 provides certain additional information, including the following:

1. Certain contracts have been executed by WHL with Harvard Medical International, Bennett Coleman & Company, Citigroup Global Markets Mauritius Private Limited which will require WHL to procure their permission for the Wockhardt Hospitals Acquisition. These contracts however are not proposed to be novated in favor of FHsL.

2. WHL and its affiliates will require the approval of the Collector, Mumbai Suburban District for the transfer of the Wockhardt Hospital, Mulund.

3. WHL will require the approval of the Kolkata Metropolitan Development Authority for the transfer of the lease in relation to the Wockhardt Hospital, Kolkata (KMDA).

4. The Disclosure Letter mentions that WHL has received a notice dated August 19, 2009 under the West Bengal Value Added Tax Rules, 2005 from the Joint Commissioner in connection with an audit of the books of account of WHL for the period commencing from April 2007 to March 2008. The relevant authority had directed WHL to furnish its books of account and other documents for purposes of the audit.

5. The Disclosure Letter mentions that WHL has received a notice dated January 14, 2008 from the Commissioner of Service Tax in relation to the applicability of service tax on the provision of certain facilities relating to infrastructure, manpower and service support while carrying out the business of medical practice in a polyclinic. The relevant authority had directed WHL to furnish certain information and WHL had responded on February 15, 2008.

6. The Disclosure Letter mentions certain non-compliances under certain environmental licenses granted to WHL.

7. The Disclosure Letter mentions that certain immovable properties of the Business Division have not been adequately stamped and/or properly registered.

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Hospitals

The table below provides certain details of each of the Hospitals (other than the nursing schools) forming part of the Business Division:

S. No.

Hospital

Location

Number of Beds*

Specialty

Accreditation

1. Wockhardt Hospital, Mulund

Mulund-Goregaon Road, Mumbai

251** Tertiary healthcare services, including cardiac care, orthopedics, neuro-sciences, minimum access surgery (“MAS”), ophthalmology, renal transplants and critical care

JCI

2. Kalyan Hospital, Mumbai

Ardeshwar Park, Kalyan, Mumbai

60 Secondary healthcare services, including cardiac care, orthopedics, neuro-sciences, MAS, urology, nephrology and critical care

-

3. Wockhardt Hospital, Bannerghatta Road

Bannerghatta Road, Bangalore

255*** Tertiary healthcare services, including cardiac care, orthopedics, neuro-sciences, MAS and critical care

JCI

4. Wockhardt Hospital and Heart Institute, Cunningham Road

Cunningham Road, Bangalore

128 Super-specialty tertiary healthcare services, including cardiac care

-

5. Wockhardt Hospital, Chord Road

Chord Road, Bangalore

40 Secondary healthcare services and critical care

-

6. Wockhardt Hospital, Nagarbhavi

Nagarbhavi, Bangalore

55 Secondary healthcare services and critical care

-

7. Wockhardt Hospital, Yashwantpura Hobli^

Peenya Industrial Area, Yashwantpura Hobli, Bangalore

-**** Super-specialty healthcare services including cardiac care, medical oncology and MAS

-

8. Wockhardt Hospital, Kolkata (KMDA)^

East Calcutta Development Project, Anandapur, Kolkata

-***** Tertiary healthcare services, including cardiac care, orthopedics, neuro-sciences, MAS, urology, nephrology and critical care

-

9. Wockhardt Medical Centre, Kolkata

Sarat Bose Road, Kolkata

- Day-care services for health check ups and healthcare services in ophthalmology

-

10. Wockhardt Hospital and Kidney Institute, Kolkata

Rashbehari Avenue, Kolkata

67 Super-specialty healthcare services including urology, nephrology MAS

-

__________

* Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds.

^ Hospital project under development.

** Number of beds under planned expansion: 316.

*** Number of beds under planned expansion: 196.

**** Number of beds under construction: 120.

***** Number of beds under construction: 414.

Personnel As on March 31, 2009, the number of doctors, nurses and paramedics employed by the Business Division and compensated by WHL were 674, 998 and 295, respectively. Property The following table sets forth the significant properties relating to the Hospitals and Ancillary Premises as of the date of the execution of the Business Transfer Agreement. The Promoters, the members of the Promoter Group

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and the Directors confirm that they have no interest in the properties proposed to be acquired by the Company pursuant to the Wockhardt Hospitals Acquisition.

Mumbai

Parties

Address/Description of Property

Nature of Property

Rights

Area

Expiration

Date

Mulund Merind Limited and Wockhardt Hospitals Limited

C.T.S. No. 681/A (P.T.), 681/A1 and 681/A2, Village Nahur, Bhandup (West), Mumbai 400 078

Sanad Property (i) Constructed area of completed wing of the hospital:

158,194 sq. feet (ii) Constructed area of under-construction wing of the hospital, which can be currently occupied:

14,464 sq. feet (iii) Constructed area of under-construction wing of the hospital, which can be occupied on completion of construction:

137,260 sq. feet

July 12, 2022

Merind Limited and Wockhardt Hospitals Limited

Wockhardt Institute of Nursing, C.T.S. No. 681/A (P.T.), 681/A1 and 681/A2, Village Nahur, Bhandup (West), Mumbai 400 078

Sanad Property 55,000 sq. feet July 12, 2022

Kalyan

D.J. Builders and Developers, Wockhardt Hospitals Limited, Harishchandra Pandurang Bhoi and others

All those pieces and parcels of land situated at Village Kalyan, Taluka Kalyan, District Thane, within the limits of the Kalyan Dombivli Municipal Corporation bearing Survey No. 280

Land purchase agreement and deed of conveyance

1,874 sq. meters Not applicable

D.J. Builders and Developers, Wockhardt Hospitals Limited, Harishchandra Pandurang Bhoi and others

All those pieces and parcels of land situated at Village Kalyan, Taluka Kalyan, District Thane, within the limits of the Kalyan Dombivli Municipal Corporation bearing Survey No. 282

Land purchase agreement and deed of conveyance

7,520 sq. meters Not applicable

D.J. Builders and Developers, Wockhardt Hospitals Limited, Harishchandra Pandurang Bhoi and others

All those pieces and parcels of land situated at Village Kalyan, Taluka Kalyan, District Thane, within the limits of the Kalyan Dombivli Municipal Corporation bearing Survey No. 283

Land purchase agreement and deed of conveyance

186.75 sq. meters Not applicable

D.J. Builders and Developers, Wockhardt Hospitals Limited, Harishchandra Pandurang Bhoi and others

All those pieces and parcels of land situated at Village Kalyan, Taluka Kalyan, District Thane, within the limits of the Kalyan Dombivli Municipal Corporation bearing Survey No. 290 and Hissa No. 1/B

Land purchase agreement and deed of conveyance

1,700 sq. meters Not applicable

D.J. Builders and Developers, Wockhardt Hospitals Limited, Harishchandra Pandurang Bhoi and others

All those pieces and parcels of land situated at Village Kalyan, Taluka Kalyan, District Thane, within the limits of the Kalyan Dombivli Municipal Corporation bearing Survey Nos. 280, 282-283 and 290 and Hissa No. 1/B along with the hospital structure at Ardeshwar Park, Bail Bazar, Kalyan (West), District Thane within the boundary of the Kalyan Dombivali Municipal Corporation

Land purchase agreement and deed of conveyance

1,823 sq. meters along with the hospital structure measuring approximately 25,881 sq. feet (built-up area)

Not applicable

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Bangalore

Parties

Address/ Description of Property

Nature of Property

Rights

Area

Expiration Date

Bannerghatta Road

Gnanambal and Kanishka Housing Development Company

Sy. No. 154/9, Bilekahalli Village, Begur Hobli, Bangalore South Taluka, bearing Bommanahalli Town Municipal Council No. 649/770/154-9

Sale deed 3 acres Not applicable

V. Shrinivassan and Wockhardt Hospitals Limited

2nd floor of the building being constructed at Site Nos. S1 and S2, Mahadevapura City Municipal Council, Katha No. 880, Silver Spring Layout, Munnekolalu, Bangalore East Taluk, Bangalore

Leave and license 3,650 sq. feet July 31, 2014

Jayaran Shetty and Wockhardt Hospitals Limited

New Shivaniketan Complex, Maratha Galli, Hubli bearing CTS Nos. 3395 to 3397 and 3401 to 3403, Ward No.1, Hubli 580 020

Leave and license 235 sq. feet February 29, 2012

S.N. Ankanna Reddy and Wockhardt Hospitals Limited

3rd floor, ART Arcade, No. 107 80 Feet Road, 4th Block, Koramangala, Bangalore 560 034

Leave and license 1,000 sq. feet May 31, 2019

Mohammed Arief Pasha, Wockhardt Hospitals Limited and Shree Mookambika Builders and Developers

No. 401, 4th floor, Katha No. 363-138/3/88/72, Bilekahalli, Bangalore

Leave and license 2,650 sq. feet October 3, 2013

Mohammed Arief Pasha, Wockhardt Hospitals Limited and Shree Mookambika Builders and Developers

Unit No. 1, ground floor; Unit Nos. 101-107, first floor; and Unit Nos. 301 and 302, 3rd floor, Katha No. 363-138/3/88/72, Bilekahalli, Bangalore

Leave and license 8,834.36 sq. feet and the area in respect of Unit Nos. 301 and 302 on the 3rd floor

October 3, 2013

Cunningham Road Sheik Ahmed and Wockhardt Hospitals Limited

No. 28/1, 1st floor, 6th Cross, Vasanthnagar, Bangalore

Leave and License 572 sq. feet (approximately)

February 28, 2011

Oriental Structural Engineers Private limited and Wockhardt Hospitals Limited

No. D-III, Corporation No. 14/17 (old No. 10), 3rd floor and No. D-IV, Municipal No. 14/21, 4th floor, Front Block, Sheriff Complex, Sampangi Ramaeswamy Temple Road, Ward No. 78 (Dn. No. 72), Cunningham Road, Bangalore 560 052

Lease 4,057 sq. feet October 11, 2011

Kamaluddin and others and Wockhardt Hospitals Limited

Sheriff Chambers, Unit No. G-1, ground floor, front and middle wing, Corporation No. 14 (old No. 10), Sampangi Ramaeswamy Temple Road, Corporate Division No. 2, Cunningham Road, Bangalore 560 052

Lease 9,250 sq. feet September 30, 2016

Highness Marthanda Varma and others and Carol Info Services Limited

Sheriff Chambers, 1st floor and a portion of the garden area, basement, No. 14 (old No. 10) Sampangi Ramaeswamy Temple Road, Cunningham Road, Bangalore 560 052

Lease 12,450 sq. ft. April 30, 2014

B.N. Properties and Wockhardt Hospitals Limited

Sheriff Chambers, Unit No. D2, 3rd floor; and Unit Nos. E1 to E5, 4th floor, Corporation Nos. 14/16 and 14/20, Sampangi Ramaeswamy Temple Road, Corporate division No. 2, Cunningham Road, Bangalore 560 052

Lease 12,914 sq. feet

December 14, 2016

M. S. Nagaraja Rao and Wockhardt Hospitals Limited

Sheriff Chambers, Unit No. D-3, 3rd floor, Corporation No. 14 (old no.10) Sampangi Ramaewamy Temple Road, Corporation Division No. 72,

Lease 1,927 sq. feet December 14, 2016

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Parties

Address/ Description of Property

Nature of Property

Rights

Area

Expiration Date

Cunningham Road, Bangalore 560 052 Nobal House and Wockhardt Hospitals Limited

Sheriff Chambers, 4th floor, rear block, Corporation No.14 (old no.10) Sampangi Ramaewamy Temple Road, Corporation Division No. 72, Cunningham Road, Bangalore 560 052

Lease 1,320 sq. feet February 28, 2013

A.Wajit Sajit and Wockhardt Hospitals Limited

Sheriff Chambers, mezzanine floor, rear block, Corporation No. 14/5 Sampangi Ramaswamy Temple Road, Ward No. 78 Corporation Division No. 72, Cunningham Road, Bangalore 560 052

Leave and license Not available October 31, 2012

Irfan Ali and Wockhardt Hospitals Limited

Sheriff Chambers, mezzanine floor, Corporation No. 14, Cunningham Road, Bangalore 560 052

Leave and license 765 sq. feet October 4, 2011

M.S. Katheeja Yasmin Banu and others and Wockhardt Hospitals Limited

Sheriff Chambers, 5th floor, middle block, Corporation No. 14 (Sub-no. 14/22) Sampangi Ramaswamy Temple Road, Ward No. 78, Bangalore 560 052

Lease 6,000 sq. feet October 14, 2011

Highness Marthanda Varma and others and Carol Info Services Limited

Sheriff Chambers, Bangalore Commercial Apartment No. B1, basement, along with1,202/29,377th undivided share in Corporation No. 14 (old no. 10) Sampangi Ramaswamy Temple Road, Bangalore Division No.59, Cunningham Road, Bangalore 560 052

Agreement to sell 3,902 sq. feet Not applicable

Highness Marthanda Varma, Carol Info Services Limited, Sheriff Construction and Hashim Moosa

Sheriff Chambers, Unit No. A, mezzanine floor, along with 492/29,377th undivided share in Municipality No. 14 (old no. 10) Sampangi Ramaswamy Temple Road, Bangalore Division No.59, Cunningham Road, Bangalore 560 052

Sale deed 1,599.05 sq. feet

Not applicable

National Organic Chemical Industries and Wockhardt Hospitals Limited

Sheriff Chambers, No. 4 C, 4th floor, A wing, rear block, along with 1,188/29,377th undivided share in Corporation No. 14 (old no. 10) Sampangi Ramaswamy Temple Road, Corporate division No.72, Cunningham Road, Bangalore 560 052

Deed of conveyance 3,955.74 sq. feet

Not applicable

Highness Marthanda Varma and others and Carol Info Services Limited

Sheriff Chambers, No. A2, ground floor, rear block, along with 1,677/29,377th undivided share in Corporation No. 14 (old no. 10) Sampangi Ramaswamy Temple Road, Corporate division No.72, Cunningham Road, Bangalore 560 052

Agreement to sell 5,448 sq. feet Not applicable

Zaiulla Sheriff and Carol Info Services Limited

Sheriff Chambers, No. B2, basement, along with 990/29,377th undivided share in Municipal No. 14 (old no. 10) Sampangi Ramaswamy Temple Road, Bangalore Division No.59, Cunningham Road, Bangalore 560 052

Agreement to sell 3,215 sq. feet Not applicable

Chord Road

Dilip H. Sattur, Usha Sattur, Harini Sattur, Dr. Sattur Sushrushalaya Nursing Home and Wockhardt Hospitals Limited

Site No.111, ground, 1st and 2nd floors, W.C.R., II Stage Extension

Lease 10,400 sq. feet (total super built-up area)

August 8, 2016

Nagarbhavi Road Nagaveni Shankar and Wockhardt Hospitals Limited

Site No.23, basement, 1st, 2nd and 3rd

floors, Khatta No.115, Survey No. 23, Nagarbhavi Village, Yashwantpur Hobli, Bangalore North Taluk 560 072

Lease 20 guntas along with 31,500 sq. feet (super built-up area)

November 3, 2016

Hobli

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Parties

Address/ Description of Property

Nature of Property

Rights

Area

Expiration Date

Kirloskar Electric Charitable Trust and Wockhardt Hospitals Limited

Plot No. 19 of Peenya Industrial Area Phase I, Survey Nos. 35 and 36, Peenya Village, Yeshwanthapura Hobli, Bangalore North Taluk

Lease 64,630 sq. feet (approximate built-up area)

November 30, 2034

Nursing Hostel

Malika Dawood Khan and Carol Info Services Limited

Site No. 74, NGEF Layout Plan, Nagasettyhalli, Bangalore City Corporation Division No. 82, Bangalore (North)

Sale deed 4,025 sq. feet Not applicable

Carol Info Services Limited and Wockhardt Hospitals Limited

Site No. 74, NGEF Layout Plan, Nagasettyhalli, Bangalore City Corporation Division No. 82, Bangalore (North)

User agreement 13,000 sq. feet (approximate built-up area)

May 31, 2010

Nursing School/College

R. Appanna Reddy and Raghavendrea Educational Institute and Society

Ground, 1st, 2nd and 3rd floors, Raja Rajeshwari City Municipal Council Khata No. 329, Yelachennahalli Village, Uttarahalli Hobli, Bangalore

Leave and license Not available January 31, 2010

Kirloskar Electric Charitable Trust and Chethana Foundation

Portion of Plot No. 19, Peenya Industrial Area Phase I, Survey Nos. 35 and 36, Peenya Village, Yashwantpur Hobli, Bangalore North Taluk

Lease 67,143 sq. feet

June 16, 2030

Kolkata

Parties

Address/Description of Property

Nature of Property

Rights

Area

Expiration Date

Wockhardt Hospital, Kolkata (KMDA)

Kolkata Metropolitan Development Authority and Wockhardt Hospitals Limited

Plot No. 1-28/1 comprising R.S. Dag Nos.525, 525/582 of Mouza Nonadanga, J.L No. 10, Sector K under the EKAD Project, Kolkata 700 107

Lease 90 cottahs August 2, 2104

Wockhardt Medical Center, Kolkata

Vasundhara Properties Limited and Carol Info Services Limited

Nos.1 and 2, 1st floor, Vasundhara Building, 2/7 Sarat Bose Road, Kolkata 700 020

Tenancy agreement 5,928 sq. feet August 31, 2009

Vasundhara Properties Limited and Carol Info Services Limited

Nos.10 to 15, ground floor, Vasundhara Building, 2/7 Sarat Bose Road, Kolkata 700 020

Tenancy agreement 2,215 sq. feet July 31, 2009

Vasundhara Properties Limited and Carol Info Services Limited

Nos. 1 and 2, 1st floor and Nos. 10 and 15, ground floor, Vasundhara Building, 2/7 Sarat Bose Road, Kolkata 700 020

Tenancy agreement 8,143 sq. feet

July 31, 2009

Shree Durga Agencies Limited and Carol Info Services Limited

No.5, 6, 7 and 8, ground floor, Vasundhara Building, 2/7 Sarat Bose Road, Kolkata 700 020

Indenture of conveyance

723 sq. feet along with 0.75% of an undivided share of land measuring 166.97 sq. feet

Not applicable

Wockhardt Hospital and Kidney Institute, Kolkata

Jagat Ganga Seva Sadan Shishu Mangal Trust and Carol Info Services Limited

No. 111A and 111B, Rashbehari Avenue, Kolkata 700 029

Title deed

7,240 sq. feet along with 17,754 sq. feet

Not applicable

Other

Deb Kumar Ganguly and Wockhardt Hospitals Limited

4th floor, No.109A, Rash Behari Avenue, Kolkata 700 029

Leave and license 1,706 sq. feet September 30, 2011

Deb Kumar Ganguly and Wockhardt Hospitals Limited

1st floor, No.109A, Rash Behari Avenue, Kolkata 700 029

Leave and license 550 sq. feet February 28, 2010

Gitanjali Fee Parking Co-operative Society and Wockhardt Hospitals Limited

Twelve exclusive car parking spaces adjacent to the premises at No.109A, Rash Behari Avenue, Kolkata 700 029

Leave and license Not available March 31, 2010

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REGULATIONS AND POLICIES IN INDIA

The Company is engaged in the business of operating and managing hospitals and we are governed by a number of central and state legislations that regulate our business. Additionally, our functioning requires, at various stages, the sanction of the concerned authorities under the relevant legislations and local bye-laws. The following discussion summarizes certain significant laws and regulations that govern our business. Delhi Nursing Home Registration Act, 1953 (“DNHR”) The DNHR provides for the registration and inspection of nursing homes in Delhi. As per Section 3 of the DNHR, nursing homes and hospitals in Delhi are prohibited from carrying on business without valid registration. The certificate of registration under the DNHR is issued by the Director of Health Services, Government of Delhi, on being satisfied that the nursing home or hospital conforms to the standards laid down in the DNHR and the rules framed thereunder, including sanitary and safety standards and conformity with land use conditions, etc. The registration under the DNHR is required to be renewed annually. Contravention of the provisions of the DNHR is punishable with fine and/or imprisonment. Bombay Nursing Home Registration Act, 1949 (“BNHR”)

The BNHR provides for the registration and inspection of nursing homes in Mumbai. As per Section 3 of the BNHR, nursing homes and hospitals in Mumbai are prohibited from carrying on business without valid registration. The certificate of registration under the BNHR is issued by the Medical Officer of Health of the Navi Mumbai Municipal Corporation, on being satisfied that the nursing home or hospital conforms to the standards laid down in the BNHR and the rules framed thereunder, including sanitary and safety standards and conformity with land use conditions, etc. The registration under the BNHR is required to be renewed annually. Contravention of the provisions of the BNHR is punishable with fine and/or imprisonment. Drugs and Cosmetics Act, 1940 (“DCA”), Drugs and Cosmetics Rules, 1945 (“DCR”) and Drugs (Prices

Control) Order, 1995 (“DPCO”) In order to maintain high standards of medical treatment, the DCA regulates the import, manufacture, distribution and sale of drugs for the proper protection of drugs and medicines and prohibits the manufacture and sale of certain drugs and cosmetics which are misbranded, adulterated, spurious or harmful. The DCR specifies the requirement of a license for the manufacture, sale, import or distribution of any drug or cosmetic. It further mandates that every person holding a license must keep and maintain such records, registers and other documents as may be prescribed which may be subject to inspection by the relevant authorities. Under the present drug policy of the government of India, certain drugs have been specified under the DPCO, which are subject to price control. The government of India established the National Pharmaceutical Pricing Authority (“NPPA”) to control pharmaceutical prices. Under the DPCO, the NPPA has the authority to fix the maximum selling price for specified drugs.

Medical Termination of Pregnancy Act, 1971 (“MTP”) The MTP regulates the termination of pregnancies by registered medical practitioners and permits termination of pregnancy only on specific grounds and for matters connected therewith. It stipulates that abortion can be carried out only in certain stipulated circumstances by a registered medical practitioner who has the necessary qualification, training and experience in performing medical termination of pregnancy and only at a place which has facilities that meet the standards specified in the rules and regulations issued under the MTP. Under the MTP, private hospitals and clinics need government approval and authorization (certification) to provide medical termination of pregnancy services. Under the rules framed pursuant to the MTP, private clinics can receive their certification only if the government is satisfied that termination of pregnancies will be done under safe and hygienic conditions, and the clinic has the requisite infrastructure and instruments in place.

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Pre-Natal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994 (“PDT”)

The PDT regulates the use of pre-natal diagnostic techniques for the purposes of detecting genetic or metabolic disorders or chromosomal abnormalities or certain congenital malformations or sex-linked disorders and for the prevention of the misuse of such techniques for the purposes of pre-natal sex determination leading to female feticide, and, for matters connected therewith or incidental thereto. No person authorized to use pre-natal diagnostic techniques is permitted to determine the sex of a fetus or to communicate the sex of the fetus to the pregnant woman or her relative. The PDT makes it mandatory for all genetic counseling centers, genetic clinics, laboratories and all bodies utilizing ultrasound machines to register with their respective appropriate authorities failing which penal actions could be taken against them.

Transplantation of Human Organs Act, 1994 (“THOA”) The THOA provides for the regulation of removal, storage and transplantation of human organs for therapeutic purposes and for the prevention of commercial dealings in human organs and for matters incidental thereto. The THOA prohibits the removal of any human organ except in situations provided therein. No hospital can provide services relating to the removal, storage or transplantation of any human organ for therapeutic purposes unless such hospital is duly registered under the THOA. The Atomic Energy Act, 1962 (“AEA”) In order to ensure safe disposal of radioactive wastes and secure public safety and safety of persons handling radioactive substances, the AEA mandates that no minerals, concentrates and other materials which contain prescribed substances can be disposed of without the previous permission in writing of the Central Government. AEA provides that the Central Government may require a person to make periodical and other returns or such statements accompanied by plans, drawings and other documents as regards any prescribed substance in the AEA that can be a source of atomic energy and further states that the Central Government may prohibit among other things the acquisition, production, possession, use, disposal, export or import of any prescribed equipment, or substance, excepting under a license granted by it to that effect.

Atomic Energy (Radiation Protection) Rules, 2004 (“AERPR”) The AERPR, issued under the AEA, provides that all persons handling radioactive material need to obtain a license from a competent authority, which shall be valid for a period of five years from the date of issue of such license. Various medical uses may require additional authorizations and registrations. The AERPR stipulates that no person is to use any radioactive material for any purpose, in any location and in any quantity, other than in a manner otherwise specified in the license and that every employer must designate a “Radiological Safety Officer” and monitor radiation on a regular basis and maintain records with respect to every such radiation worker in the manner prescribed under the AERPR.

Radiation Protection Rules, 1971 (“RPR”) The RPR provides that every employer required to handle radiation equipment or radioactive material must obtain the prior permission of the competent authority. The RPR mandates an employer to appoint a “Radiological Safety Officer” with the approval of the competent authority for the implementation of the radiation protection program including all in-house radiation surveillance measures and procedures and to discharge the functions as specified under it. Further, the employer is also required to obtain prior permission from the competent authority for undertaking any decommissioning operation.

Radiation Surveillance Procedures for Medical Applications of Radiation, 1989 (“RSP”)

The RSP provides for procedures applicable to the medical uses of radiation, including the commissioning and decommissioning of radiation equipment as well as working conditions in any radiation installation. Any employer intending to use radiation equipment must acquire a license or authorization. A “Radiological Safety Officer” is to be appointed to survey the radiation equipment and to maintain records of radioactive materials and persons handling them.

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Safety Code for Medical Diagnostic X-Ray Equipment and Installations No. AERB/SC/MED-2 (Rev-1) dated

October 5, 2001 (“Code”) The Code stipulates that all medical X-ray machines are required to be operated in accordance with the requirements outlined therein and that it is the responsibility of the owner/user of medical X-ray installation equipment to ensure compliance with the statutory provisions. The Code mandates that only those medical X-ray machines which are of the type approved by Atomic Energy Regulatory Board (“AERB”) are to be installed for use. It further provides, among other things, that the owners of medical X-ray installations in India be registered with AERB, and further to carry out quality assurance performance test of the X-ray unit and to employ qualified staff. Violation of any license issued under the RPR or condition of the Code may be punished by fine or imprisonment.

Atomic Energy (Safe Disposal of Radioactive Wastes) Rules, 1987 (“Radioactive Waste Rules”)

Under the Radioactive Waste Rules, an authorization is necessary for any person to dispose of radioactive waste, and the waste may only be disposed of in the terms of such authorization. A “Radiological Safety Officer” is required to be appointed to avoid contamination from radioactive waste. Records are required to be maintained of all disposal and handling of radioactive waste and the persons carrying it out.

Pharmacy Act, 1948 (“PA”) The PA provides that all pharmacists require a registration under the PA, which registration process includes providing: (a) the full name and residential address of the pharmacist; (b) the date of his first admission to the register; (c) his qualifications for registration; (d) his professional address, and if he is employed by any person, the name of such person; and (e) such further particulars as may be prescribed.

The Indian Medical Council Act, 1956 (“Medical Council Act”)

The Medical Council of India, originally constituted under the Indian Medical Council Act, 1933, has been reconstituted under the Medical Council Act. The Medical Council of India so constituted is required to maintain a register of medical practitioners to be known as the Indian Medical Register, containing the names of all persons who are for the time being enrolled on any State Medical Register and who possess medical qualifications recognized under the Medical Council Act. The relevant State enactments provide for the constitution of State Medical Councils and the maintenance of State Medical Registers. Any person possessing recognized medical qualifications under the Medical Council Act is deemed sufficiently qualified for enrolment on any State Medical Register. No person other than a medical practitioner enrolled on a State Medical Register is entitled to do any of the following: (a) hold office as physician or surgeon or any other office (by whatever designation called) in Government or in any institution maintained by a local or other authority; (b) practice medicine in any State; (c) sign or authenticate a medical or fitness certificate or any other certificate required by any law to be signed or authenticated by a duly qualified medical practitioner: (d) give evidence at any inquest or in any court of law as an expert under section 45 of the Indian Evidence Act, 1872 on any matter relating to medicine. The Registrar of the Indian Medical Council, may, on receipt of the report of registration of a person in the relevant State Medical Register, or on application made in the prescribed manner by any such person, enter his name in the Indian Medical Register. Subject to the conditions contained in the Medical Council Act, every person whose name is for the time being borne on the Indian Medical Register is entitled according to his qualifications to practice as a medical practitioner in any part of India. Bio-Medical Waste (Management and Handling) Rules, 1998 (“BMW Rules”) The BMW Rules are issued under the Environment (Protection) Act, 1986, as amended. They apply to all persons who generate, transport, treat, dispose or handle bio-medical waste in any form and regulate the mode of treatment and disposal of bio-medical waste. The BMW Rules mandate every occupier of an institution generating, collecting, transporting, treating, disposing and/or handling bio-medical waste to take steps to ensure that such waste is handled without any adverse effect to human health and environment and to apply to the prescribed

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authority for grant of authorization. The BMW Rules further require such person to submit an annual report to the prescribed authority, report any accidents that may take place and maintain records related to the generation, collection, storage, transportation, treatment, disposal, and/or any form of handling of bio-medical waste in accordance with rules and guidelines issued.

Indian Council of Medical Research (“ICMR”) Regulations The ICMR has issued guidelines relating to the accreditation, supervision and regulation of assisted reproductive technology, good clinical laboratory practices, stem cell research and therapy and biomedical research. Under the Ethical Guidelines for Biomedical Research on Human Participants, 2006 (the “Ethical Guidelines”), an Institutional Ethics Committee (“IEC”) must be appointed to review the ethical aspects of proposed research and monitor approved research. An IEC shall consist of certain individuals specified under the Ethical Guidelines, including an outside chairman, experts from the medical science area, a legal expert or retired judge and a member secretary from the institution conducting the research. The Ethical Guidelines specify the principles to be followed for biomedical research generally and specific guidelines for the various fields of research. In addition, our doctors are subject to various regulations issued by the Medical Council of India and certain state level bodies. Other Legislation Certain other legislation, including the Narcotic Drugs and Psychotropic Substances Act, 1985, the Dangerous Drugs Act, 1930, the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954, the Medical and Toilet Preparations Act, 1955 and environmental legislation, including the Air (Prevention and Control of Pollution) Act, 1981, the Water (Prevention and Control of Pollution) Act, 1974, the Environment (Protection) Act, 1986 and the rules made thereunder, are also applicable to us. A wide variety of labor laws are also applicable to the nursing and hospital sector, including the Contract Labour (Regulation and Abolition) Act, 1970, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, as amended (“Provident Funds Act”), the Employees State Insurance Act, 1948, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Payment of Gratuity Act, 1972, the Payment of Wages Act, 1936, the Trade Unions Act, 1926, Workmen’s Compensation Act, 1923 and the Shops and Commercial Establishments Acts.

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HISTORY AND CERTAIN CORPORATE MATTERS Our History The Company was incorporated on February 28, 1996 as Rancare Limited under the Companies Act. Subsequently, on June 20, 1996, the name of the Company was changed to its present name, Fortis Healthcare Limited, in order to accurately reflect its then proposed business activity. The Company received the certificate of commencement of business on July 1, 1996. Changes in Registered Office The registered office of the Company was initially situated at 25, Nehru Place, New Delhi 110 019, India. Pursuant to a Board resolution dated September 16, 2003, the registered office was shifted to B-9, Maharani Bagh, New Delhi 110 065, India. Subsequently, pursuant to Board resolution dated February 10, 2006, the registered office of the Company was shifted to Piccadily House, 275-276, 4th Floor, Captain Gaur Marg, Srinivas Puri, New Delhi 110 065, India. Pursuant to a Board resolution dated January 23, 2008, the Company’s registered office was shifted to Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. The changes in the registered office were effected in order to facilitate better control, administration and management of the business operations of the Company. Scheme of merger/amalgamation between Fortis Medical Centre Holdings Limited and the Company dated October 7, 2005 The High Court of Delhi, through its order dated October 7, 2005 in respect of the company petition (C.P. No.240/2005 and 241/2005) approved the scheme of merger/amalgamation between the Company and Fortis Medical Centre Holdings Limited, which at the time of the amalgamation was a Board controlled subsidiary, with effect from April 1, 2004 (the “Scheme”). The certificate of registration in respect of the Scheme was received from the RoC on January 5, 2006. Salient features of the Scheme:

The principal terms of the Scheme, as sanctioned by the High Court of Delhi, are set forth below: • The entire undertaking and business, all properties, tangible and intangible assets including trademarks,

patents, design, copyrights, investments, approvals, licenses, tax benefits, pending projects, debts, liabilities and obligations, including income tax liabilities accrued or to accrue in FMCHL was transferred to the Company with effect from April 1, 2004. Pursuant to the Scheme, Fortis Hospital - Amritsar was transferred to the Company. However, the transfer was subject to the existing charges or hypothecation in respect of the assets of FMCHL.

• All the staff, workmen and employees of FMCHL in employment on the date immediately preceding

December 23, 2005 (i.e., the date on which a certified copy of the order of the High Court of Delhi was filed with the RoC) became employees of the Company without any break or discontinuity in service and on conditions not less favorable than those subsisting at FMCHL.

• In consideration of the transfer and vesting of the undertaking and the assets and liabilities of FMCHL

and in consideration of the mutual covenants agreed to in the Scheme, the Company agreed to allot Equity Shares to the existing shareholders of FMCHL in the ratio of 1:4 (i.e., one Equity Share in exchange for every four equity shares of FMCHL of Rs.10 each).

In compliance with the Scheme, the Company allotted 520,000 Equity Shares to the shareholders of the erstwhile FMCHL on February 10, 2006. Major Events

Date

Event

June 2001 Commenced operations at Fortis Hospital - Mohali.

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Date

Event

December 2002 International Hospital Limited became a Board controlled Subsidiary. October 2003 Executed an agreement with the R.B. Seth Jessa Ram and Bros. Charitable Hospital Trust for the operation and

management of Jessa Ram Hospital at New Delhi. August 2004 Commenced operations at Fortis Hospital - Noida. May 2005 Executed an agreement, through Fortis Hospotel Limited, with Flt. Lt. Rajan Dhall Charitable Trust and Vaitalik

for the operation and management of Fortis Flt. Lt. Rajan Dhall Hospital at Vasant Kunj, New Delhi. September 2005 Acquired 89.99% of the then equity share capital of Escorts Heart Institute and Research Centre Limited. January 2006 Executed an agreement with Sunrise Medicare Private Limited for the operation and management of Fortis La

Femme, New Delhi and acquired 5% of the then paid-up equity share capital of Sunrise Medicare Private Limited, with an option to acquire additional equity shares.

March 2006 Acquired 100% of the paid-up equity share capital of Fortis Hospotel Limited. March 2006 Acquired 99.90% of the then paid-up equity share capital of International Hospital Limited. February 2007 Acquired 99.99% of the then paid-up equity share capital of Hiranandani Healthcare Private Limited. July 2007 Acquired 100% of the then paid-up equity share capital of International Hospital Limited. April 2007 Acquired 8.94% of the then paid-up equity share capital of Sunrise Medicare Private Limited. September 2007 Acquired 20.54% of the then paid-up equity share capital of Sunrise Medicare Private Limited. February 2008 Acquired 48.83% of the then paid-up equity share capital of Malar Hospitals Limited through International

Hospital Limited, with Oscar Investments Limited, a Promoter Group company, acquiring 13.34% of the then paid-up equity share capital of Malar Hospitals Limited. The shareholding of International Hospital Limited in Malar Hospitals Limited has increased to 49.86%.

June 2008 Executed an agreement dated June 7, 2008 with Lalitha Healthcare Private Limited and its promoter directors, Dr. S. Lakshmi Narayana Raju and Dr. Mohan Keshavamurthy, for the operation and management of the Fortis Hospital Seshadripuram at Bangalore.

July 2008 With effect from April 1, 2008 diluted its holding in Hiranandani Healthcare Private Limited to 39.99%, with FHHL, a Promoter, acquiring 60% of the then paid-up equity share capital of Hiranandani Healthcare Private Limited from the Company.

August 2008 Acquired 31.60% of the then paid-up equity share capital of Lalitha Healthcare Private Limited along with 1% non-cumulative compulsorily convertible preference shares, through International Hospital Limited.

December 2008 Executed an agreement, through Fortis Healthcare International Limited, with Medical and Surgical Centre Limited for the operation and management of Fortis Clinique Darné.

January 2009 Acquired 28.89% of the then paid-up ordinary share capital of Medical and Surgical Centre Limited, which owns and operates Fortis Clinique Darné, a hospital in Floreal, Mauritius, through Fortis Healthcare International Limited, a wholly owned subsidiary of International Hospital Limited.

January 2009 Acquired 56.22% of the then paid-up equity share capital of Lalitha Healthcare Private Limited, through International Hospital Limited, on the conversion of compulsorily convertible preference shares.

February 2009 Increased shareholding to 67.23% of the then paid-up equity share capital of Lalitha Healthcare Private Limited, through International Hospital Limited.

February 2009 Executed an operation and management agreement dated February 2, 2009 with Ram Niwas Modi Charitable Society to operate, manage and market the services of Fortis Modi Hospital at Kota, Rajasthan.

April 2009 Executed an operation and management agreement dated April 2, 2009 with The Diabetic Association of India and the All India Institute of Diabetes to operate, manage and market the services of the S.L. Raheja Hospital, Mumbai.

July 2009 Increased shareholding in Malar Hospitals Limited to 49.86% through International Hospital Limited. July 2009 Executed an agreement with the Department of Health and Family Welfare, Government of NCT of Delhi,

together with Fortis Emergency Services Limited, to provide pre-hospital care emergency medical response services within the NCT of Delhi.

August 2009 Executed a business transfer agreement (through one of its wholly owned subsidiaries, Fortis Hospitals Limited) dated August 24, 2009 with Wockhardt Hospitals Limited and others for the acquisition of the business division of Wockhardt Hospitals Limited relating to certain hospitals, nursing schools and ancillary premises on a going concern basis through a slump sale.

August 2009 Increased shareholding to 51% of the then paid-up equity share capital of Fortis Emergency Services Limited, through International Hospital Limited.

For details of the time and cost overruns in relation to the hospital projects of the Company, see the section titled “Risk Factors - We have experienced delays in the past in the implementation of some of our hospital projects.” beginning on page xix of this Letter of Offer. For details of the equity and debt financing raised by the Company, see the sections titled “Capital Structure” and “Financial Indebtedness” beginning on pages 26 and 305, respectively, of this Letter of Offer. Corporate Profile of the Company For details of the business of the Company, see the section titled “Our Business” beginning on page 76 of this Letter of Offer. For details of the Subsidiaries and Associates of the Company, see “—Subsidiaries” and “—Associates” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this

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Letter of Offer. For details of FHHL, the Company’s holding company, see the section titled “Our Promoters and Promoter Group” beginning on page 206 of this Letter of Offer. Shareholders of the Company As on September 19, 2009, the total number of members of the Company was 100,388. For further details, see the section titled “Capital Structure” beginning on page 26 of this Letter of Offer. Acquisitions Acquisition of a stake in Escorts Heart Institute and Research Centre Limited (“EHIRCL”)

The Company purchased 1,800,300 equity shares of EHIRCL of Rs.10 each (“Purchase Shares”), constituting 89.99% of the paid-up equity share capital of EHIRCL, pursuant to a share purchase agreement dated September 25, 2005 (“EHIRCL Share Purchase Agreement”) executed among Escorts Limited, AAA Portfolio Private Limited, Big Apple Clothing Private Limited, Charak Ayurvedic Institute, Escorts Employees Welfare Trust, Diamond Leasing and Finance Limited (collectively referred to as the “Sellers”) and the Company for a total consideration of Rs.5,850.10 million. Prior to the acquisition of EHIRCL, there was no valuation of the equity shares of EHIRCL by an independent valuer. Pursuant to the EHIRCL Share Purchase Agreement, the parties also entered into an escrow agreement dated September 27, 2005 (“EHIRCL Escrow Agreement”) with HDFC Bank Limited (“Escrow Agent”) whereby the Company deposited the entire sale consideration with the Escrow Agent (“Escrow Amount”) and the Sellers deposited the relevant documents including the delivery instruction slips and share transfer forms (“Escrow Documents”) relating to the Purchase Shares. Under the EHIRCL Share Purchase Agreement and the EHIRCL Escrow Agreement, the Escrow Agent was directed to release the Escrow Amount and the Escrow Documents in the following manner: (a) Upon receipt of joint instructions from Escorts Limited and the Company, the Escrow Agent is directed

to release Rs.2,021.95 million in favor of the lenders (i.e., Life Insurance Corporation of India, Housing Development Finance Corporation Limited and Industrial Development Finance Corporation Limited) with whom 1,600,000 equity shares of EHIRCL held by Escorts Limited are pledged, and to release Rs.155 million in favor of EHIRCL in respect of an inter-corporate deposit placed by EHIRCL with Escorts Limited, pursuant to which the Company will become the beneficial owner of 1,600,000 equity shares of EHIRCL. The aforesaid amounts aggregating Rs.2,176.95 million have been released in favor of the lenders and EHIRCL by the Escrow Agent.

(b) Upon receipt of instructions from the Company, the Escrow Agent is directed, after retaining Rs.850

million (“Heldback Amount 1”) and Rs.649.90 million (“Heldback Amount 2”), to release Rs.0.32 million each in favor of Charak Ayurvedic Institute, Escorts Employees Welfare Trust and Diamond Leasing and Finance Limited and further release a sum of Rs.2,172.27 million to Escorts Limited against the simultaneous release of the Escrow Documents in favor of the Company. The aforesaid amounts aggregating Rs.2,173.25 million have been released by the Escrow Agent against the release of the Escrow Documents to the Company.

(c) Upon receipt of instructions from EHIRCL, the Heldback Amount 1 has been released by the Escrow

Agent in favor or Escorts Limited. (d) The Heldback Amount 2, being the sale consideration payable to AAA Portfolio Private Limited and Big

Apple Clothing Private Limited, is to be retained by the Escrow Agent and such amount is to be invested in capital gains and tax saving bonds in their names in equal proportions. The securities are to be kept in the custody of the Escrow Agent as security towards final settlement of any income tax claim/demand in connection with the merger of the Delhi Society and the Chandigarh Society and/or the conversion of the merged entity into a company under the Companies Act (including any interest or penalty thereon and legal expenses incurred by Escorts Limited in defending the claim). Escorts Limited has a right to substitute the securities with cash or other securities as may be acceptable to the Company.

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Accordingly, the Heldback Amount 2 is to be utilized in the following manner upon receipt of an opinion from the named accounting firms certifying that the demand pertains to the income tax demand:

(i) In the event the income tax claim is equal to the Heldback Amount 2, the entire Heldback

Amount 2 is payable to the Company. (ii) In the event the income tax claim is in excess of the Heldback Amount 2, the entire Heldback

Amount 2 is payable to the Company and the remaining amount between the income tax claim and the Heldback Amount 2 is to be borne by Escorts Limited and the Company in the ratio of 1/3 and 2/3 respectively, in accordance with the EHIRCL Share Purchase Agreement.

(iii) In the event the income tax claim is less than the Heldback Amount 2, the Escrow Agent shall

pay to Escorts Limited and/or AAA Portfolio Private Limited and/or Big Apple Clothing Private Limited the remaining amount after the payment of the income tax claim amount to the Company. On the income tax claim/demand being paid to the Company, Escorts Limited and/or AAA Portfolio Private Limited and/or Big Apple Clothing Private Limited shall stand discharged of all its obligations.

EHIRCL (formerly a charitable society, which subsequently merged with a non-charitable society and was thereafter incorporated as company with limited liability under the Companies Act), has been involved in a litigation (Suit No. C.S. (O.S.) 1372/2005) regarding the validity of such merger of a charitable society with a non-charitable society and subsequent incorporation as a limited liability company. The High Court of Delhi, had, through an order dated September 30, 2005, ordered the parties to maintain status quo. Pursuant to an order dated July 3, 2008, the Single judge of the High Court of Delhi allowed the applications filed by Escorts Limited and EHIRCL, for rejection of the plaint and dismissed the suit along with all the applications filed pursuant thereto. The plaintiffs in the above referenced suit, Anil Nanda and Federal Moghul Goetze (India) Limited, filed an appeal before a Division Bench of the High Court of Delhi against the order dated July 3, 2008 of the single judge. Subsequently, on January 16, 2009, the Division Bench of the High Court of Delhi set aside the order dated July 3, 2008 and has restored the suit, including the interim order dated September 30, 2005. For further details of the litigation involving EHIRCL, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. For further details of EHIRCL, “—Subsidiaries” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Acquisition of International Hospital Limited (“IHL”)

Pursuant to an agreement dated January 24, 2002 among the Company, IHL and the promoters and shareholders of IHL, IHL became a Board controlled Subsidiary of the Company with effect from December 20, 2002. On March 20, 2003, the Company subscribed for 160 equity shares of Rs.100 each of IHL. On March 20, 2006 the Company purchased 3,014,930 equity shares of IHL from FHHL, Oscar Investments Limited, RHC Holding Private Limited and Religare Technova Limited for a total consideration of Rs.301.50 million. Subsequently, on March 23, 2006, the Company subscribed for 1,006,000 equity shares of IHL for a total consideration of Rs.100.60 million. As a result, the Company acquired 4,021,090 equity shares of IHL. On July 1, 2007, 4,030 equity shares held by the erstwhile promoters of IHL were transferred to the Company at par value. As on July 1, 2007, of the aggregate 4,025,120 equity shares, three equity shares were held by Mr. Jasmeet Singh Puri, Mr. Anil Panwar and Mr. Daljit Singh, as nominees of the Company. On July 1, 2007, the equity shares of IHL held by Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and Mr. Harpal Singh in their individual capacity, were transferred at par value to each of them as nominees of the Company. On June 27, 2008, Mr. Anil Panwar transferred one equity share held by him to Mr. Yogesh Kumar Sareen, as a nominee of the Company, at par value. Accordingly, the Company, together with its nominees, acquired 4,025,123 equity shares of IHL representing 100% of the paid-up equity share capital of IHL. Prior to the acquisition of IHL, there was no valuation of the equity shares of IHL by an independent valuer.

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For further details of IHL, “—Subsidiaries” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Acquisition of Fortis Hospotel Limited (formerly, Oscar Bio-Tech Private Limited) (“FHTL”)

The Company purchased 3,000,000 equity shares of Rs.10 each of FHTL on March 20, 2006 for a total consideration of Rs.30 million from RHC Holding Private Limited and such equity shares were transferred in FHTL’s name on March 21, 2006. On March 20, 2006, the Company paid an aggregate consideration of Rs.0.5 million in respect of 2,500 equity shares of Rs.100 each to each of Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, and such equity shares were transferred to the Company on March 27, 2006 and May 5, 2006, respectively. On March 21, 2006, the Company was allotted 32,950,000 equity shares of Rs.10 each of FHTL for a consideration of Rs.329.5 million. On March 31, 2006, the Company was further allotted 9,000,000 equity shares of Rs.10 each of FHTL for a consideration of Rs.90 million. On September 7, 2006, the equity shares of Rs.100 each were sub-divided into 10 equity shares of Rs.10 each, resulting in the conversion of 5,000 equity shares that were purchased by the Company from Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, into 50,000 equity shares of Rs.10 each. On March 19, 2008, the Company was allotted 31,130,000 equity shares of Rs.10 each of FHTL for a consideration of Rs.311.3 million. Further, on March 27, 2009, the Company was allotted 41,891,100 equity shares of Rs.10 each of FHTL for a consideration of Rs.418.91 million. Accordingly, the Company, together with its nominees, acquired 118,021,100 equity shares of FHTL representing 100% of the paid-up equity share capital of FHTL. There was no valuation of the equity shares of FHTL by an independent valuer prior to the acquisition of FHTL. For further details of FHTL, “—Subsidiaries” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Acquisition of a stake in Hiranandani Healthcare Private Limited (“HHPL”)

The Company executed a share purchase agreement dated February 13, 2007 with HHPL and the then existing shareholders of HHPL, namely Mr. Niranjan L. Hiranandani, Mr. Surendra L. Hiranandani, Niranjan L. Hiranandani HUF, Ms. Kamal Niranjan Hiranandani, Surendra L. Hiranandani HUF and Ms. Priti Surendra Hiranandani (“HHPL Sellers”, and such agreement, the “HHPL Share Purchase Agreement”). Pursuant to the HHPL Share Purchase Agreement, the Company purchased from the HHPL Sellers, 1,000,000 equity shares of HHPL, of face value Rs.10 each, at par, aggregating Rs.10 million. In addition, the Company paid Rs.206.02 million to the HHPL Sellers and HHPL’s existing lenders on account of settlement of HHPL’s existing debts. As per the agreement, the HHPL Sellers agreed to continue to provide assistance to the Company through a nominated representative in relation to the construction of the Hiranandani Hospital Vashi, including ordering and monitoring construction materials, supervising and managing the construction and obtaining any approvals required in connection with such construction, etc. As per the HHPL Share Purchase Agreement, the HHPL Sellers jointly and severally undertook to indemnify the Company, its Directors, shareholders, employees, etc. for any losses incurred on account of any delay in construction of the Hiranandani Hospital Vashi. Under the HHPL Share Purchase Agreement, the HHPL Sellers agreed to an undertaking that if the construction of the Hiranandani Hospital Vashi exceeded the time frames in the NMMC contract or if the cost exceeded the approved cost of Rs.243.5 million, the HHPL Sellers would pay the cost overrun. HHPL and the Company agreed to be subject to the requirements of the NMMC contract, which inter alia requires certain additional construction for the NMMC. Pursuant to an agreement dated August 23, 2007 between the HHPL Sellers, the Company and HHPL, the HHPL Sellers undertook to ensure closure of all operational, administrative and legal issues, including with governmental, statutory and regulatory authorities and obtain a no-objection from the NMMC. Further, due to a cost overrun of Rs.75 million, HHPL and the HHPL Sellers have agreed to split this cost overrun in equal proportions. The HHPL Sellers guaranteed that any cost beyond Rs.37.5 million would be to the account of the HHPL Sellers. Pursuant to a Share Purchase Agreement dated July 8, 2008 among the Company, FHHL and HHPL, FHHL acquired 600,000 equity shares of HHPL, representing 60% of the paid-up equity share capital of HHPL, from the Company for a consideration of Rs.6 million. As a result the shareholding of the Company in HHPL was diluted to 39.99%.

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Prior to the acquisition of HHPL, there was no valuation of the equity shares of HHPL by an independent valuer. For further details of HHPL, see “—Associates” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Acquisition of a stake in Malar Hospitals Limited (“MHL”)

IHL, a wholly owned Subsidiary, along with OIL, a Promoter Group company, (the “Lenders”) entered into a Loan, Share Subscription and Share Purchase Agreement dated September 7, 2007 (the “MHL Agreement”), with MHL and its promoters, Dr. Nithya Ramamurthy and Mr. Ramakrishna Muniyandi along with certain related parties, to advance a secured loan of Rs.140 million to MHL to settle the outstanding liabilities of MHL towards IFCI Limited, undertaken by MHL to set-up the multi-specialty Fortis Malar Hospital, by a one-time settlement. Under the MHL Agreement, the Lenders have the right to seek conversion of the loan into 4,666,666 equity shares to be issued and allotted by MHL to the Lenders by way of a preferential issue on the date of execution of the MHL Agreement. The MHL Agreement provides that the conversion price shall be the higher of (a) Rs.30 per equity share, and (b) as permitted under Chapter XIII of the SEBI Guidelines. On October 18, 2007, out of a preferential allotment of 4,666,666 equity shares at an issue price of Rs.30 per equity share, IHL was allotted 3,333,333 equity shares of MHL and OIL was allotted 1,333,333 equity shares of MHL. In accordance with the provisions of the Takeover Code, 3,718,852 equity shares were offered through an open offer to the existing equity shareholders of MHL. Pursuant to the open offer in January 2008, 2,993,669 equity shares of MHL were accepted by IHL and OIL at a price of Rs.30 per equity share. IHL acquired 1,845,669 equity shares and OIL acquired 1,148,000 equity shares of MHL, respectively, pursuant to the open offer. Further, in terms of the MHL Agreement, on February 18, 2008, IHL purchased 3,900,000 equity shares of MHL from the promoters of MHL at Rs.30 per equity share for an aggregate consideration of Rs.117 million. Accordingly, pursuant to the MHL Agreement, IHL and OIL acquired an aggregate of 9,079,002 equity shares and 2,481,333 equity shares of MHL. On July 17, 2009, 192,067 equity shares of MHL purchased by IHL in the open market were credited to the demat account of IHL, thereby increasing IHL’s aggregate shareholding in MHL to 49.86%, with OIL and the public holding 13.34% and 36.80%, respectively, of the paid-up share capital of MHL. The MHL Agreement imposes a non-compete obligation on Dr. Nithya Ramamurthy and Mr. Ramakrishna Muniyandi along with related parties, and their respective affiliates, for a period of 10 years from the closing date. Under the MHL Agreement, a sum of Rs.3 million was required to be paid to Dr. Nithya Ramamurthy, in two installments of Rs.1.5 million each, as non-compete fees. The first installment was paid to Dr. Nithya Ramamurthy in February 2008 and the second installment has been paid in March 2009. For further details of MHL, see “—Associates” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Acquisition of a stake in Lalitha Healthcare Private Limited (“LHPL”)

IHL entered into a Share Subscription Agreement with LHPL and its promoters on June 7, 2008 (the “LHPL Share Subscription Agreement”). IHL agreed to subscribe for 157,370, 1% non-cumulative compulsorily convertible preference shares for an aggregate consideration of Rs.15.74 million and for 92,555 equity shares for an aggregate consideration of Rs.23.93 million. The subscription price for the preference shares and the equity shares was based on an interim valuation of LHPL on the basis of its unaudited financials for the year ended March 31, 2008 and was subject to adjustment based on the audited financial statements of LHPL drawn as on June 30, 2008. The number of equity shares and preference shares is also subject to adjustment based on any adjustments to the subscription price. On the basis of the audited financial statements of LHPL as on June 30, 2008, and subsequent adjustment, 160,590 preference shares were to be subscribed at a price of Rs.100 per preference share and 92,428 equity shares were to be subscribed at a price of Rs.240.36 per equity share. On August 4, 2008, the 92,428 equity shares of LHPL were allotted to IHL.

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160,590 preference shares were converted into 164,371 equity shares of Rs.10 each at a premium of Rs.87.70 per equity share and were allotted to IHL on January 30, 2009. On February 14, 2009, LHPL issued 153,531 equity shares to IHL for an aggregate consideration of Rs.12 million. Accordingly, IHL acquired an aggregate of 410,330 equity shares representing 67.23% of the paid-up equity share capital of LHPL. On May 19, 2009, IHL has given its consent to subscribe for non-cumulative compulsorily convertible preference shares of LHPL aggregating up to Rs.50 million. IHL has currently invested Rs.14 million in LHPL in the form of share application money for such non-cumulative compulsorily convertible preference shares. Under the LHPL Share Subscription Agreement, the promoters of LHPL shall also procure the appointment of IHL’s nominees to the board of directors of LHPL, as the chief operating officer and as the heads of finance, marketing and human resources. Further, any payment exceeding Rs.1 million or to any related party of LHPL shall be authorized by a representative of IHL. For further details of LHPL, see “—Subsidiaries” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Acquisition of a stake in Medical and Surgical Centre Limited, Mauritius (“MSCL”)

FHIL entered into a Share Subscription Agreement dated December 11, 2008 (“MSCL Subscription Agreement”) with MSCL, a public limited listed company in Mauritius, and Novelife Limited (“Novelife”), a company incorporated in Mauritius and a member of the CIEL Group. Under the MSCL Subscription Agreement, MSCL agreed to allot 313,467,452 ordinary shares by way of a preferential allotment. On January 28, 2009, FHIL was allotted 164,670,801 ordinary shares, representing 28.89% of the ordinary share capital of MSCL, for a consideration of MUR86.68 million (approximately Rs.133.48 million) and Novelife was allotted 148,796,651 ordinary shares, representing 26.11% of the ordinary share capital of MSCL for a consideration of MUR78.32 million. Novelife, together with the entities forming part of the CIEL Group, currently holds 28.89% of the issued share capital of MSCL. Under the MSCL Subscription Agreement, the parties are under an obligation to procure that the board of MSCL approves the appointment of two nominees each of FHIL and Novelife on the board of MSCL and the relevant committees of the board. Until the finalization and approval of a fund utilization plan by the board of MSCL, of the total funds invested by the parties, 60% shall be used to repay MSCL’s loan facilities (including overdraft facilities), where the loan carrying a higher rate of interest would be given priority in payment. The remaining 40% of the funds invested shall be used for the expansion of MSCL’s business as mutually agreed between the parties, provided that if funds are not immediately required to finance any expansion plans, such funds may be used in a manner approved by the board of MSCL. Under the MSCL Subscription Agreement, a detailed and comprehensive fund utilization plan shall be approved by the board of directors of MSCL within 90 days of the conditions precedent being satisfied. The terms of the fund utilization plan were approved by the board of MSCL at a meeting held on January 28, 2009 and it was resolved to prepare a detailed plan within 90 days from January 28, 2009. The detailed fund utilization plan was approved by the board of MSCL at a meeting held on July 28, 2009. In the event additional funding is required for MSCL’s business, projects or expansion, such funds shall be raised solely by MSCL either from internal accruals or from loan facilities, leasing or similar arrangements, subject to maintaining a debt to equity ratio of 1:1 or from the issue of shares or securities to the shareholders. For further details of MSCL, see “—Associates” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Acquisition of a stake in Sunrise Medicare Private Limited (“SMPL”)

The Company, SMPL and the then existing shareholders of SMPL, namely Mr. Umesh Talwar, Gyan Enterprises Private Limited, Mr. Shashi K.B. Chaddha and Mrs. Subhash Chaddha, Mrs. Sumita Juneja, City Establishments Limited, Mr. Rohan Talwar, NGP Industries Limited, Krinshaw Holdings Limited, S.T. Holdings Private Limited, Allied Mortgage Inc., Pentlow Investments & Holdings Pte. Limited, Mr. Shantanu Roy Chowdhury, Beacon

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Sales Private Limited and Mr. Bhushan Chaddha (the “SMPL Existing Shareholders”) have entered into a Share Subscription Agreement dated January 3, 2006 (“Sunrise Subscription Agreement”), pursuant to which the Company subscribed for 509,366 equity shares of Rs.10 each of SMPL by a preferential issue, for a total consideration of Rs.5.09 million. Pursuant to a loan agreement dated January 3, 2006, the Company has given a loan of Rs.28.91 million to SMPL. On April 4, 2007, pursuant to the loan agreement, the Company acquired 1,000,000 equity shares of SMPL. Pursuant to the loan agreement dated January 3, 2006, on September 30, 2007, the Company acquired 2,890,998 equity shares of SMPL. Accordingly, the Company acquired an aggregate of 4,400,364 equity shares representing 31.26% of the paid-up equity share capital of SMPL. Under the Sunrise Subscription Agreement, the Company has retained an option to acquire further equity shares of SMPL, either by way of a fresh issue or otherwise, based on the warranties given by SMPL and the SMPL Existing Shareholders in the Sunrise Subscription Agreement and such warranties shall continue until the option to acquire further equity interest is exercised by the Company. The Company, SMPL and the SMPL Existing Shareholders have renounced the right to claim for and receive indirect or consequential losses, including losses arising from loss of time, loss of profits and loss of opportunity. In addition, pursuant to certain loan agreements entered in December 2008, the Company extended loans to two existing shareholders of SMPL. The loan amounts are repayable in January 2011 and as security for their repayment, 708,100 and 609,382 shares owned by each of these shareholders in SMPL have been pledged in favor of the Company. For further details of SMPL, see “—Associates” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. Our Main Objects The main objects of the Company as contained in our Memorandum of Association are as follows: (a) To purchase, lease or otherwise acquire, establish, maintain, operate, run, manage or administer

hospitals, medicare, health care, diagnostic, health aids and research centers. (b) To provide medical relief to the public in all branches of medical schemes by all available means. (c) To carry out medical and clinical research by engaging in the research and development of all medical

sciences, and therapies. (d) To undertake, promote or engage in all kinds of research including clinical research and development

work required to promote, assist or engage in setting up hospitals, health care centres and facilities for manufacturing medical equipment, etc.

(e) To provide, encourage, initiate or promote facilities for the discovery, improvement or development of

new methods of diagnostic, understanding and prevention and treatment of disease. Changes in the Memorandum of Association Since our incorporation, the following changes have been made to the Memorandum of Association:

Date of Amendment

Amendment

June 20, 1996 The name of the Company was changed from Rancare Limited to Fortis Healthcare Limited.

November 9, 1998 The authorized share capital of the Company was increased from Rs.10 million to Rs.150 million (divided into 10,000,000 Equity Shares and 500,000 redeemable preference shares of Rs.100 each).

June 28, 2000 The authorized share capital of the Company was increased from Rs.150 million

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Date of Amendment

Amendment

to Rs.550 million (divided into 50,000,000 Equity Shares and 500,000 redeemable preference shares of Rs.100 each).

July 10, 2001 The authorized share capital of the Company was increased from Rs.550 million to Rs.750 million (divided into 70,000,000 Equity Shares and 500,000 redeemable preference shares of Rs.100 each).

September 27, 2002 The authorized share capital of the Company was increased from Rs.750 million to Rs.775 million (divided into 77,500,000 Equity Shares, with the 500,000 unissued redeemable preference shares of Rs.100 each being re-classified as 5,000,000 Equity Shares).

September 30, 2004 The authorized share capital of the Company was increased from Rs.775 million to Rs.890 million (divided into 87,000,000 Equity Shares and 200 Preference Shares (Class A)).

March 8, 2006 The authorized share capital of the Company was increased from Rs.890 million to Rs.2,000 million (divided into 198,000,000 Equity Shares and 200 Preference Shares (Class A)).

August 30, 2006 The authorized share capital of the Company was increased from Rs.2,000 million to Rs.3,000 million (divided into 298,000,000 Equity Shares and 200 Preference Shares (Class A)).

September 25, 2006 The authorized share capital of the Company was re-classified as Rs.3,000 million (divided into 272,000,000 Equity Shares, 200 Preference Shares (Class A) and 26,000,000 Preference Shares (Class B)).

September 27, 2007 The authorized Share Capital of the Company was increased from Rs.3,000 million to Rs.4,000 million (divided into 322,000,000 Equity Shares, 200 Preference Shares (Class A), 11,498,846 Preference Shares (Class B) and 64,501,154 Preference Shares (Class C)).

February 11, 2009 The authorized Share Capital of the Company was increased from Rs.4,000 million to Rs.6,780 million (divided into 600,000,000 Equity Shares, 200 Preference Shares (Class A), 11,498,846 Preference Shares (Class B) and 64,501,154 Preference Shares (Class C)).

For details of the history of the Equity Share capital and Preference Share capital of the Company, see the section titled “Capital Structure” beginning on page 26 of this Letter of Offer. Subsidiaries The following are the Subsidiaries: (a) Escorts Heart Institute and Research Centre Limited; (b) Escorts Heart and Super Speciality Institute Limited; (c) Escorts Heart Centre Limited; (d) Escorts Hospital and Research Centre Limited; (e) Escorts Heart and Super Speciality Hospital Limited; (f) International Hospital Limited; (g) Fortis Healthcare International Limited; (h) Fortis Hospotel Limited (formerly, Oscar Bio-Tech Private Limited); (i) Fortis Hospital Management Limited; (j) Fortis Health Management Limited; (k) Fortis Hospitals Limited; (l) Fortis Emergency Services Limited; and (m) Lalitha Healthcare Private Limited.

Escorts Heart Institute and Research Centre Limited (“EHIRCL”) EHIRCL was incorporated under Part IX of the Companies Act on May 30, 2000 as a company engaged to promote and conduct research in cardiology, thoracic surgery and other medical fields and to maintain and run

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necessary infrastructure, including hospitals. The registered office of EHIRCL is situated at OPD City Centre, SCO 56-58, Sector 9, Chandigarh 160 009, India. The assets owned by EHIRCL were initially vested in a charitable society registered with the Registrar of Firms and Societies, New Delhi on October 21, 1981 under the name “Escorts Heart Institute and Research Centre” in Delhi (“Delhi Society”) under the Societies Registration Act, 1860. Subsequently, the Delhi Society was amalgamated with a non-charitable society in the nature of a joint stock company, registered on November 11, 1999 under the SRA with the Registrar of Societies, Chandigarh under the name “Escorts Heart Institute and Research Centre” in Chandigarh (“Chandigarh Society”). The amalgamation was approved by the boards of governors of the Chandigarh Society and the Delhi Society on January 6, 2000 and December 18, 1999, respectively, subject to adoption by the members of the respective societies. Thereafter, pursuant to resolutions passed by the members of the Delhi Society on January 15, 2000 and February 26, 2000 and the members of the Chandigarh Society on February 7, 2000 and March 17, 2000, all the properties, rights, liabilities, suits and claims of the Delhi Society were to vest in the Chandigarh Society with effect from April 1, 2000 (“Scheme of Amalgamation”). Subsequently, pursuant to special resolution dated May 5, 2000, the Chandigarh Society made an application to the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh for the conversion of the Chandigarh Society into a company by registration of the Chandigarh Society as a company with limited liability under Part IX of the Companies Act with a nominal capital of Rs.25 million. The Chandigarh Society was registered under Part IX of the Companies Act and the certificate of incorporation incorporating Escorts Heart Institute and Research Centre Limited was granted on May 30, 2000, pursuant to which all the assets and liabilities of the Chandigarh Society stood vested in EHIRCL with effect from May 30, 2000. Pursuant to the conversion of EHIRCL into a company under Part IX of the Companies Act, the Chandigarh Society applied to the Registrar of Societies, Chandigarh for de-registration. The Chandigarh Society was deregistered on November 27, 2000. For details of the acquisition by the Company of equity shares of EHIRCL, see “—Acquisition of a stake in Escorts Heart Institute and Research Centre Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The equity shares of EHIRCL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern

EHIRCL’s share capital is set forth below:

Authorized Share Capital 2,500,000 equity shares of Rs.10 each Issued Share Capital 2,000,310 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 2,000,310 equity shares of Rs.10 each

The shareholding pattern of EHIRCL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital (%)

Fortis Healthcare Limited 1,800,260 89.99

Fortis Healthcare Holdings Limited 200,005 9.99

International Hospital Limited 10 0.00

Malav Holdings Private Limited 10 0.00

Shivi Holdings Private Limited 10 0.00

Mr. Pawanpreet Singh Ahuja 10 0.00

Fortis Hospotel Limited 5 0.00

Total 2,000,310 100.00

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Board of Directors The board of directors of EHIRCL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh, Mr. Harpal Singh, Mr. Yogesh Kumar Sareen, Mr. Ashish Bhatia, Dr. P.S. Joshi and Dr. Ashok Seth. Financial Performance The audited summary financial data of EHIRCL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income 2,461.27 1,967.60 2,322.82 Profit/(Loss) after tax 103.82 (342.54) 242.51 Equity capital 20.00 20.00 20.00 Reserves and surplus (excluding revaluation reserves)(1) 2,229.00 1,886.46 2,129.01 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 51.90 (171.24) 121.24 Book value per share (Rs.) (2) 1,124.33 953.09 1,074.34

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of EHIRCL

Year ending March 31, 2009 1. Investments aggregating to Rs.433.73 million in, and loans and advances aggregating to Rs.52.62 million is

due from certain subsidiary companies. As per the latest available financial statements, losses in these companies have resulted in either substantial erosion or negative net worth of these companies. Reliance has been placed on the management’s representation that the gestation period in such projects is comparatively longer and there is no permanent diminution in the value of such investments and the advances are good and fully recoverable. Accordingly, no adjustments have been made in the financial statements in this regard.

2. A matter regarding the termination of the leasehold arrangements of the company’s land by the Delhi

Development Authority is pending in appeals at various stages, the eventual outcome of which cannot be estimated presently. Also, the liability arising out of an outcome of Public Interest Litigation (PIL), if any, remains unascertained as the matter is pending with the court of law. Therefore, the auditors are unable to express an opinion at this stage in respect of these matters. The same was also the subject matter of qualification by auditors in the previous year as well.

3. Certain tax demands aggregating to Rs.1,243.70 million (net of demands raised twice in respect of certain

years and also excluding the demand of Rs.814.90 million in respect of Assessment Year 2001-02 which has been referred back to the Assessing Officer for reassessment) raised on the company by the Income Tax Authorities are pending in appeals and the eventual outcome of the above matters cannot presently be estimated. Auditors are unable to express an opinion at this stage in respect of these matters. The same was also the subject matter of qualification in the previous year as well.

4. According to the records of the company, the dues outstanding of income-tax, sales-tax, wealth-tax, service

tax, customs duty and cess on account of any dispute, are as follows:

Name of the statute

Nature of the dues

Amount

involved

(Rs. in

million)*

Amount paid

under protest

(Rs. in million)

Period to

which the

amount relates

Forum where dispute is

pending

Central Excise and Customs Law

Custom Duty 33.00 15.00 1990-91 to 1993-94

Central Excise and Service Tax Appellate Tribunal

Central Excise and Customs Law

Custom Duty 77.03 34.76 2002-03 Central Excise and Service Tax Appellate Tribunal

Income Tax Act Income Tax 459.00 - 1996-97 Delhi High Court/

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Name of the statute

Nature of the dues

Amount

involved

(Rs. in

million)*

Amount paid

under protest

(Rs. in million)

Period to

which the

amount relates

Forum where dispute is

pending

Interest Thereon to 1999-00

Commissioner of Income Tax (Appeals), Delhi

Income Tax Interest Thereon

551.11 - 2000-01 Delhi High Court / Commissioner of Income Tax (Appeals), Delhi

Income Tax Interest Thereon

549.10 26.40 2004-05 Income Tax Appellate Tribunal, Delhi

Income Tax Interest Thereon

694.60 - 2005-06 Commissioner of Income Tax (Appeals), Delhi

* amounts as per demand order including interest and penalty wherever indicated in the Order. #The demand raised by Additional Commissioner of Income Tax, Chandigarh, for the Assessment Year 2001-02 amounting to Rs.5,23.31 million and the interest thereon amounting to Rs.2,91.58 million (against which the company had deposited Rs.81.52 million under protest) has not been considered above as the Income Tax Appellate Tribunal, Chandigarh, had remanded the matter back to the Assessing Officer for fresh adjudication. The following matters which have been excluded from the table above, have been decided in favour of the company, although the concerned regulatory authority has preferred an appeal at a higher level:

Name of the

statute

Nature of the dues

Amount

involved

(Rs. in million)*

Amount paid

under protest

(Rs. in million)

Period to

which the

amount relates

Forum where dispute

is pending

Income Tax Interest Thereon

37.00 5.42

- -

2002-03 Delhi High Court,

Income Tax Act

Income Tax Interest Thereon

30.67 9.75

- -

2003-04 Delhi High Court,

* amounts as per demand order including interest and penalty wherever indicated in the Order. 5. The company has no accumulated losses at the end of the financial year and it has not incurred cash loss in

the current year. In the immediately preceding financial year, the company had incurred cash loss. Year ending March 31, 2008 1. Investments aggregating to Rs.184.51 million in, and loans and advances aggregating to Rs.178.56 million

are due from certain subsidiary companies. As per the latest available financial statements, losses in these companies have resulted in either substantial erosion or negative net worth of these companies. Reliance has been placed on the management’s view that the gestation period in such projects is comparatively longer and there is no permanent diminution in the value of such investments and the advances are good and fully recoverable. This was also the subject matter of Matter of Emphasis by A.F. Ferguson & Co. (previous auditors of the company) as well.

2. A matter regarding the termination of the leasehold arrangements of the company’s land by the Delhi

Development Authority is pending in appeals at various stages, the eventual outcome of which cannot be estimated presently. Also, the liability arising out of an outcome of Public Interest Litigation (PIL), if any, remains unascertained as the matter is pending with the court of law. Therefore, auditors are unable to express an opinion at this stage in respect of these matters. The same was also the subject matter of qualification by A.F. Ferguson & Co. (previous auditors of the company) in the previous year as well.

3. Certain tax demands aggregating to Rs. 1,243.70 million (net of demands raised twice in respect of certain

years and also excluding the demand of Rs. 814.90 million in respect of Assessment Year 2001-02 which has been referred back to the Assessing Officer for reassessment) raised on the company by the Income Tax Authorities are pending in appeals and the eventual outcome of the above matters cannot presently be estimated. Auditors are unable to express an opinion at this stage in respect of these matters. The same was also the subject matter of qualification by A.F. Ferguson & Co. (previous auditors of the company) in the previous year as well.

146

4. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to investor education and protection fund and excise duty are not applicable to the company.

5. According to the records of the company, the dues outstanding of income-tax, sales-tax, wealth-tax, service

tax, customs duty and cess on account of any dispute, are as follows:

Name of the statute

Nature of the dues

Amount

involved

(Rs. in million)*

Amount paid

under protest

(Rs. in million)

Period to

which the

amount relates

Forum where dispute is

pending

Central Excise and Customs Law

Custom Duty 33.00 15.00 1990-91 to 1993-94

Central Excise and Service Tax Appellate Tribunal

Central Excise and Customs Law

Custom Duty 77.03 34.76 2002-03 Central Excise and Service Tax Appellate Tribunal

Income Tax Interest Thereon

459.00 - 1996-97 to 1999-00

Delhi High Court / Commissioner of Income Tax (Appeals), Delhi

Income Tax Interest Thereon

551.11 - 2000-01 Commissioner of Income Tax (Appeals), Delhi

Income Tax Act

Income Tax Interest Thereon

549.10 26.40 2004-05 Commissioner of Income Tax (Appeals), Delhi

* amounts as per demand order including interest and penalty wherever indicated in the Order. #The demand raised by Additional Commissioner of Income Tax, Chandigarh, for the Assessment Year 2001-02 amounting to Rs. 5,23.30 million and the interest thereon amounting to Rs. 2,91.58 million (against which the company had deposited Rs. 81.52 million under protest) has not been considered above as the Income Tax Appellate Tribunal, Chandigarh, had remanded the matter back to the Assessing Officer for fresh adjudication. The following matters which have been excluded from the table above, have been decided in favour of the company, although the concerned regulatory authority has preferred an appeal at a higher level:

Name of the statute

Nature of the dues

Amount

involved

(Rs. in million)*

Amount paid

under protest

(Rs. in million)

Period to

which the

amount relates

Forum where dispute

is pending

Income Tax Interest Thereon

37.00 5.42

- -

2002-03 Income Tax Appellate Tribunal, Delhi,

Income Tax Act

Income Tax Interest Thereon

30.67 9.76

- -

2003-04 Income Tax Appellate Tribunal, Delhi,

* amounts as per demand order including interest and penalty wherever indicated in the Order.

6. The company has no accumulated losses at the end of the financial year. The company has incurred cash loss

during the year. In the immediately preceding financial year, the company had not incurred cash loss. 7. According to the information and explanations given to auditors and on an overall examination of the balance

sheet of the company, auditors have reported that funds aggregating to Rs.33.02 million raised on short term basis have been used for long term investment.

Year ending March 31, 2007 1. The following matters are pending in appeals at various stages, the eventual outcome of which cannot

presently be estimated. Auditors are unable to express an opinion at this stage.

• Certain demands aggregating Rs. 2060 million (net of demands raised twice in respect of certain years) raised by the Income tax Authorities; and

• The position of land under leasehold arrangements with Delhi Development Authority.

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2. According to the information and explanations given to us and the records of the company examined by us,

there are no dues in respect of sales tax, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute. The details of disputed dues on account of customs duty and income-tax as at March 31, 2007 that have not been deposited by the company are as follows:

Name of the

statute

Nature of the

dues

Amount

involved

(Rs. in million)*

Amount paid

under protest

(Rs. in million)

Period to which

the amount

relates

Forum where dispute is pending

Central Excise and Customs Law

Custom Duty 33.00 15.00 1990-91 to 1993-94

Central Excise and Service Tax Appellate Tribunal

Income Tax Interest Thereon

459.00 - 1996-97 to 1999-00

Delhi High Court/ Commissioner of Income Tax (Appeals), Delhi (Refer to note 14)

Income Tax Interest Thereon

551.11 - 2000-01 Delhi High Court/ Commissioner of Income Tax (Appeals), Delhi (Refer to note 14)

Income Tax Interest Thereon

549.10 26.40 2000-01 Income Tax Appellate Tribunal, Chandigarh

Income Tax Act

Income Tax Interest Thereon

694.60 - 2003-04 Commissioner of Income Tax (Appeals), Delhi

* amounts as per demand order including interest and penalty wherever indicated in the Order. The following matters which have been excluded from the above, have been decided in favour of the company, although the concerned regulatory authority has preferred an appeal at a higher level:

Name of the statute

Nature of the dues

Amount

involved

(Rs. in million)*

Amount paid

under protest

(Rs. in million)

Period to

which the

amount relates

Forum where dispute

is pending

Income Tax Act Income Tax Interest Thereon

37.00 5.42

- -

2002-03 Income Tax Appellate Tribunal, Delhi

* amounts as per demand order including interest and penalty wherever indicated in the Order.”

EHIRCL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Escorts Heart and Super Speciality Institute Limited (“EHSSIL”) EHSSIL was incorporated on December 22, 1998 under the name “Amritsar Hospitals Limited” as a company engaged in the business of establishing, maintaining and running hospitals and nursing homes, among others. Subsequently, on December 19, 2001, its name was changed to its present name. The registered office of EHSSIL is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. The equity shares of EHSSIL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern

EHSSIL’s share capital is set forth below:

Authorized Share Capital 35,000,000 equity shares of Rs.10 each Issued Share Capital 29,701,050 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 29,701,050 equity shares of Rs.10 each

The shareholding pattern of EHSSIL as on August 21, 2009 was as follows:

148

Name of the Shareholder

Number of equity

shares of Rs.10 each

Percentage of equity

capital (%)

Escorts Heart Institute and Research Centre Limited 29,700,450 99.99 Fortis Clinical Research Limited* 100 0.00 Super Religare Laboratories Limited (formerly, SRL Ranbaxy Limited)* 100 0.00 Religare Wellness Limited (formerly, Fortis HealthWorld Limited)* 100 0.00 Fortis HealthStaff Limited* 100 0.00 International Hospital Limited* 100 0.00 Fortis Hospotel Limited* 100 0.00 Total 29,701,050 100.00

_____________

* As a nominee of EHIRCL.

Board of Directors The board of directors of EHSSIL currently comprises Dr. Tarlochan Singh Kler, Mr. Yogesh Kumar Sareen, Mr. Daljit Singh, Dr. P.S. Joshi, Mr. Jasbir Singh Grewal, Mr. Ashish Bhatia and Mr. Jasdeep Singh. Financial Performance The audited summary financial data of EHSSIL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007

2008

2009

Sales and other Income 266.44 259.78 413.87 Profit/(Loss) after tax (26.61) (156.14) 40.80 Equity capital 157.01 157.01 297.01 Reserves and surplus (excluding revaluation reserves)(1) (177.14) (333.28) (292.48) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (1.70) (9.94) 1.41 Book value per share (Rs.) (2) (1.28) (11.23) 0.15

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of EHSSIL

Year ending March 31, 2009 The company’s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The company has not incurred cash loss during the year. In the immediately preceding financial year, the company had incurred cash loss. Year ending March 31, 2008 1. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions of excise duty are not applicable to the company.

2. The company’s accumulated losses at the end of the financial year are more than fifty percent of its net worth.

The company has incurred cash loss during the current year and in the immediately preceding financial year. Year ending March 31, 2007 1. The company has recognized net deferred tax assets amounting to Rs. 110.5 million (including Rs. 96.8

million recognized upto the previous year), mainly on unabsorbed depreciation/ carried forward losses under tax laws, although there is no evidence to indicate virtual certainty of realizing such deferred tax assets. Had

149

such asset not been recognized, the loss for the year and the debit balance in the profit and loss account at the end of the year would have been higher by Rs. 13.30 million and Rs. 110.50 million respectively (refer to note 2).

2. The company’s accumulated losses at the end of the financial year are more than fifty percent of its net worth.

The company has incurred cash loss during the current year ended March 31, 2007 and in the immediately preceding financial year ended March 31, 2006.

EHSSIL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Escorts Heart Centre Limited (“EHCL”) EHCL was incorporated on April 27, 2000 under the name “Satellite Heart Institute and Research Centre Private Limited,” as a company engaged in the business of managing, developing and operating hospitals and improving research in cardiology and other medical fields. Subsequently, the company changed its name to “Satellite Heart Hospital and Research Institute Private Limited”. On November 27, 2001, the company changed its name to “Satellite Heart Hospital and Research Institute Limited” and on November 28, 2001, its name was changed to its present name. The registered office of EHCL is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. The equity shares of EHCL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern EHCL’s share capital is set forth below:

Authorized Share Capital 2,000,000 equity shares of Rs.10 each Issued Share Capital 1,970,000 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 1,970,000 equity shares of Rs.10 each

The shareholding pattern of EHCL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

Escorts Heart Institute and Research Centre Limited 1,969,994 99.99

Fortis Healthcare Holdings Limited* 1 0.00

Mr. Harpal Singh* 1 0.00

Mr. Shivinder Mohan Singh* 1 0.00

Mr. Malvinder Mohan Singh* 1 0.00

Fortis HealthStaff Limited* 1 0.00

Religare Wellness Limited* 1 0.00 Total 1,970,000 100.00

_____________

* As a nominee of EHIRCL.

Board of Directors The board of directors of EHCL currently comprises Dr. P.S. Joshi, Mr. Jasmeet Singh Puri and Mr. Daljit Singh. Financial Performance The audited summary financial data of EHCL for Fiscal 2007, 2008 and 2009 is set forth below:

150

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income 0.00 3.27 53.75 Profit/(Loss) after tax (0.03) (16.80) 10.50 Equity capital 19.70 19.70 19.70 Reserves and surplus (excluding revaluation reserves)(1)

(34.40) (51.20) (40.69)

Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.02) (8.53) 5.33 Book value per share (Rs.) (2) (7.46) (15.99) (10.66)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant notes of the auditors of EHCL

Year ending March 31, 2009

EHCL’s accumulated losses at the end of the financial year are more than fifty percent of its net worth.

Year ending March 31, 2008

1. EHCL’s accumulated losses at the end of the financial year are more than fifty percent of its net worth.

EHCL has not incurred cash loss during the year. In the immediately preceding financial year, the company

had incurred cash loss.

2. According to the information and explanations given to auditors and on overall examination of the balance

sheet of EHCL, auditors have reported that funds aggregating to Rs. 31.49 million raised on short term basis

have been used for financing the accumulated losses of EHCL.

Year ending March 31, 2007

EHCL has accumulated losses amounting to Rs. 34.40 million (Previous Year Rs. 34.37 million) (after adjustment

of Deferred Tax Asset) and has incurred cash losses amounting to Rs. 0.05 million (Previous Year Rs. 5.17

million) during the financial year covered by audit. However based on the future certainty of income from new

business of managing the operations of the Cardiac Care Units located at various hospitals across the country the

going concern status of the company is not affected.

EHCL has not become a sick company and no winding up proceedings have been initiated against it. EHCL had a negative net worth of Rs.20.99 million as on March 31, 2009. Escorts Hospital and Research Centre Limited (“EHRCL”) EHRCL was incorporated on December 16, 1997 under the name “Escorts Hospital and Research Centre Private Limited”, as a company engaged in the business of operating nursing homes and medical centers, among others. The word “Private” was subsequently deleted and the company became a deemed public company with effect from March 25, 1998 under the then existing provisions of the Companies Act. The registered office of EHRCL is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. The equity shares of EHRCL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern

EHRCL’s share capital is set forth below:

Authorized Share Capital 26,000,000 equity shares of Rs.10 each Issued Share Capital 22,000,000 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 22,000,000 equity shares of Rs.10 each

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The shareholding pattern of EHRCL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

International Hospital Limited 21,999,994 99.99 Mr. Jasbir Singh Grewal* 1 0.00 Mr. Shivinder Mohan Singh* 1 0.00 Mr. Ashish Bhatia* 1 0.00 Mr. Daljit Singh* 1 0.00 Mr. Sanjeev Vashishta* 1 0.00 Mr. Yogesh Kumar Sareen* 1 0.00

Total 22,000,000 100.00

_____________

* As a nominee of IHL.

Board of Directors The board of directors of EHRCL currently comprises Dr. P.S. Joshi, Mr. Yogesh Kumar Sareen, Mr. Daljit Singh, Mr. Jasmeet Singh Puri and Mr. Sukhmeet Singh Sandhu. Financial Performance The audited summary financial data of EHRCL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income 489.76 514.84 600.24 Profit/(Loss) after tax 17.28 10.89 34.66 Equity capital 220.00 220.00 220.00 Reserves and surplus (excluding revaluation reserves)(1) 187.62 198.51 233.17 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 0.79 0.50 1.58 Book value per share (Rs.) (2) 18.53 19.02 20.60

_____________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of EHRCL

Year ending March 31, 2009 1. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions relating to investor education and protection fund and excise duty are not applicable to the company.

2. According to the information and explanations given to us and on overall examination of the balance sheet of

the company, we report that funds amounting to Rs. 40,540,872 raised on short-term basis have been used for purchase of fixed assets and repayment of long-term borrowings.

Year ending March 31, 2008 Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions of excise duty are not applicable to the company. Year ending March 31, 2007: Nil

152

EHRCL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Escorts Heart and Super Speciality Hospital Limited (“EHSSHL”) EHSSHL was incorporated on April 24, 2003 as a company engaged in the business of managing research in cardiology and cardio vascular sciences among other medical fields and build, maintain and run the necessary infrastructure, including hospitals, laboratories, operating theatres etc. The registered office of EHSSHL is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. The equity shares of EHSSHL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern EHSSHL’s share capital is set forth below:

Authorized Share Capital 15,000,000 equity shares of Rs.10 each 1,000,000 zero per cent redeemable preference shares of Rs.10 each

Issued Share Capital 12,990,000 equity shares of Rs.10 each 500,000 zero per cent redeemable preference shares of Rs.10 each

Subscribed and Paid-up Share Capital 12,990,000 equity shares of Rs.10 each 500,000 zero per cent redeemable preference shares of Rs.10 each

The shareholding pattern of EHSSHL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital (%)

International Hospital Limited 12,989,994 99.99

Mr. Jasbir Singh Grewal* 1 0.00

Mr. Shivinder Mohan Singh * 1 0.00

Mr. Ashish Bhatia * 1 0.00

Mr. Daljit Singh * 1 0.00

Mr. Sanjeev Vashishta * 1 0.00

Mr. Yogesh Kumar Sareen * 1 0.00

Total 12,990,000 100.00

_____________

* As a nominee of IHL.

On February 16, 2009, the authorized share capital of EHSSHL was increased from Rs.150 million to Rs.160 million divided into 15,000,000 equity shares of Rs.10 each and 1,000,000 preference shares of Rs.10 each. Further, on March 5, 2009, EHSSHL allotted 500,000 zero per cent redeemable preference shares of Rs.10 each, at a premium of Rs.990 per equity share, to IHL. Board of Directors The board of directors of EHSSHL currently comprises Dr. P.S. Joshi, Mr. Yogesh Kumar Sareen, Mr. Daljit Singh and Mr. Jasmeet Singh Puri. Financial Performance The audited summary financial data of EHSSHL for Fiscal 2007, 2008 and 2009 is set forth below:

153

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income - 6.20 293.57 Profit/(Loss) after tax - 0.41 (139.29) Equity capital 91.50 91.50 129.90 Reserves and surplus (excluding revaluation reserves)(1) (1.16) 0.41 399.93 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) - 0.04 (12.12) Book value per share (Rs.) (2) 9.87 10.04 40.79

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of EHSSHL Year ending March 31, 2009 1. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to investor education and protection fund and excise duty are not applicable to the company.

2. The company’s accumulated losses at the end of the financial year are more than fifty percent of its net

worth. The company has not incurred cash loss during the year. In the immediately preceding financial year, the company had incurred cash loss.

3. According to the information and explanations given to us and on an overall examination of the balance

sheet of the company, auditors have reported that funds amounting to Rs. 194.09 million raised on short-term basis have been used for purchase of fixed assets.

Year ending March 31, 2008 No internal audit has been conducted during the year. Year ending March 31, 2007: Nil EHSSHL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. International Hospital Limited (“IHL”) IHL was incorporated on March 8, 1994 under the name “International Hospital Private Limited”, as a company engaged in the business of establishing, maintaining and running hospitals, nursing homes and clinics among others. Subsequently, on January 3, 2005 its name was changed to its present name. The registered office of IHL is situated at Escorts Heart Institute and Research Centre, Okhla Road, New Delhi 110 025, India. For details of the acquisition by the Company of equity shares of IHL, see “—Acquisition of International Hospital Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The equity shares of IHL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern IHL’s share capital is set forth below:

Authorized Share Capital 5,100,000 equity shares of Rs.100 each 10,000,000 preference shares of Rs.10 each

154

Issued Share Capital 4,025,123 equity shares of Rs.100 each 660,000 preference shares of Rs.10 each

Subscribed and Paid-up Share Capital 4,025,123 equity shares of Rs.100 each 660,000 preference shares of Rs.10 each

The shareholding pattern of IHL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of

Rs.100 each

Percentage of equity capital

(%)

Fortis Healthcare Limited 4,025,117 99.99 Mr. Daljit Singh * 1 0.00 Mr. Jasmeet Singh Puri * 1 0.00 Mr. Yogesh Kumar Sareen * 1 0.00

Mr. Harpal Singh * 1 0.00

Mr. Shivinder Mohan Singh * 1 0.00

Mr. Malvinder Mohan Singh * 1 0.00

Total 4,025,123 100.00

_____________

* As a nominee of FHL.

In addition, on January 5, 2009, IHL allotted 660,000 preference shares of Rs.10 each, at a premium of Rs.990 per preference share, on a preferential basis to EHIRCL. Board of Directors The board of directors of IHL currently comprises Mr. V.M. Bhutani, Mr. Yogesh Kumar Sareen, Mr. Daljit Singh, Dr. P.S. Joshi and Dr. Ashok V. Chordiya. Financial Performance The audited summary financial data of IHL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income 687.67 1,010.87 1,013.96 Profit/(Loss) after tax (47.21) (24.52) 91.80 Equity capital 402.51 402.51 402.51 Reserves and surplus (excluding revaluation reserves)(1) (203.69) (228.21) 462.49 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (11.95) (6.09) 22.81 Book value per share (Rs.) (2) 49.39 43.30 214.90

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.100.

Significant Notes of auditors of IHL

Year ending March 31, 2009

1. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to investor education and protection fund and excise duty are not applicable to the company.

2. According to the information and explanations given to us and on overall examination of the balance

sheet of the company, auditors have reported that the company has used funds amounting to Rs.837.58 million raised on short-term basis for purchase of long-term investment.

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Year ending March 31, 2008

1. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions of excise duty are not applicable to the company.

2. The company’s accumulated losses at the end of the financial year are more than fifty percent of its net

worth. The company has not incurred cash loss during the year. In the immediately preceding financial year, the company had incurred cash loss.

3. According to the information and explanations given to auditors and on overall examination of the

balance sheet of the company, auditors have reported that the company has used funds amounting to Rs. 46.69 million raised on short-term basis for long-term purposes.

Year ending March 31, 2007

The company’s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The company has incurred cash losses during the year as well as preceding financial year. IHL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Fortis Healthcare International Limited (“FHIL”) FHIL was incorporated in Mauritius on November 25, 2008. Under the laws of Mauritius, it is not mandatory to incorporate a company with specific objects. FHIL has entered into a shareholders agreement dated December 11, 2008 to invest in MSCL. For details of the shareholder’s agreement, see “—Shareholders Agreements” below under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The registered office of FHIL is situated at C/o Halifax Management Limited, 4th Floor, Ebene Skies, Rue de I’ Institut, Ebène, Mauritius. It is a wholly owned subsidiary of IHL. The ordinary shares of FHIL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern FHIL’s share capital is set forth below:

Authorized Share Capital N.A. Issued Share Capital 6,000,000 ordinary shares of MUR10 each

4,000,000 class A redeemable preference shares of MUR10 each

Subscribed and Paid-up Share Capital 6,000,000 ordinary shares of MUR10 each 4,000,000 class A redeemable preference shares of MUR10 each

As on July 31, 2009, IHL holds 6 million ordinary shares of MUR10 each and 4 million class A redeemable preference shares of MUR10 each of FHIL and is the only shareholder of FHIL. Board of Directors The board of directors of FHIL currently comprises Mr. Yogesh Kumar Sareen, Mr. Daljit Singh, Mr. Sanjeev Vashishta and Mr. Baljinder Sharma.

156

Financial Performance Since FHIL was incorporated in Fiscal 2009, its audited summary financial data is not available for Fiscal 2007 and 2008. The audited summary financial data of FHIL for Fiscal 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31, 2009

Sales and other Income 2.69 Profit/(Loss) after tax 0.70 Equity capital 90.86 Reserves and surplus (excluding revaluation reserves)(1) 0.70 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 0.23 Book value per share (Rs.) (2) 15.26

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

FHIL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Fortis Hospotel Limited (formerly, Oscar Bio-Tech Private Limited) (“FHTL”) FHTL was incorporated on January 23, 1990 under the name “Oscar Bio-Tech Private Limited”. Subsequently, on January 4, 2008, its name was changed to Fortis Hospotel Private Limited and on March 19, 2008, its name was changed to its present name. FHTL is engaged in the business of operating hospitals, manufacturing and dealing in diagnostic re-agents, surgical equipment, clinical kits/equipment, industrial/technical drugs, among other things. The registered office of FHTL is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. For details of the acquisition by the Company of equity shares of FHTL, see “—Acquisition of Fortis Hospotel Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The equity shares of FHTL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern FHTL’s share capital is set forth below:

Authorized Share Capital 195,000,000 equity shares of Rs.10 each Issued Share Capital 145,000,000 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 118,021,100 equity shares of Rs.10 each

The shareholding pattern of FHTL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of Rs.10

each

Percentage of equity capital

(%)

Fortis Healthcare Limited 118,021,094 99.99

Malav Holdings Private Limited* 1 0.00

Fortis Healthcare Holdings Limited* 1 0.00

Shivi Holdings Private Limited* 1 0.00

International Hospital Limited* 1 0.00

Mr. Shivinder Mohan Singh* 1 0.00

Mr. Malvinder Mohan Singh* 1 0.00

Total 118,021,100 100.00

_____________

* As a nominee of FHL.

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Board of Directors The board of directors of FHTL currently comprises Dr. P.S. Joshi, Mr. Daljit Singh, Mr. Yogesh Kumar Sareen, Mr. Jasmeet Singh Puri, Dr. Praneet Kumar and Mr. Surender Kumar. Financial Performance The audited summary financial data of FHTL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income 38.27 80.48 31.06 Profit/(Loss) after tax (71.70) (55.82) (43.87) Equity capital 450.00 761.30 1,180.21 Reserves and surplus (excluding revaluation reserves)(1) (63.09) (118.92) (162.79) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (1.59) (1.21) (0.58) Book value per share (Rs.) (2) 8.60 8.44 8.62

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of FHTL Year ending March 31, 2009 1. No internal audit has been conducted during the year. 2. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions relating to investor education and protection fund and excise duty are not applicable to the company.

3. The company’s accumulated losses at the end of the financial year are less than fifty percent of its net

worth. The company has not incurred cash loss during the year. In the immediately preceding financial year the company had incurred cash loss.

4. According to the information and explanations given to us and on an overall examination of the balance

sheet of the company, auditors have reported that funds amounting to Rs. 471.68 million raised on short-term basis have been used for purchase of fixed assets.

Year ending March 31, 2008 1. No internal audit has been conducted during the year. 2. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions relating to investor education and protection fund and excise duty are not applicable to the company.

3. The company’s accumulated losses at the end of the financial year are less than fifty percent of its net

worth. The company has incurred cash losses in the current and immediately preceding financial year.

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Year ending March 31, 2007 The company’s accumulated losses at the end of the financial year are less than fifty percent of its net worth. The company has incurred cash loss during the year. In the immediately preceding year the company had not incurred cash loss. FHTL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Fortis Hospital Management Limited (“FHoML”) FHoML was incorporated on April 9, 2008, as a company engaged in the business of providing consultancy for establishment, promotion, maintenance, management, operation and conduct of healthcare and related services, including resource allocation and development of planning methodologies, evaluation and measurement of standards and quality systems in healthcare activities. The registered office of FHoML is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. The equity shares of FHoML are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern FHoML’s share capital is set forth below:

Authorized Share Capital 50,000 equity shares of Rs.10 each Issued Share Capital 50,000 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 50,000 equity shares of Rs.10 each

The shareholding pattern of FHoML as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of Rs.10

each

Percentage of equity capital

(%)

International Hospital Limited 49,994 99.99

Mr. Yogesh Kumar Sareen* 1 0.00

Mr. Jasmeet Singh Puri* 1 0.00

Mr. Sanjeev Vashishta* 1 0.00

Mr. Pawanpreet Singh Ahuja* 1 0.00

Mr. Daljit Singh* 1 0.00

Mr. Anurag Yadav* 1 0.00

Total 50,000 100.00

_____________

* As a nominee of IHL.

Board of Directors The board of directors of FHoML currently comprises Mr. Daljit Singh, Mr. Jasmeet Singh Puri, Mr. Sanjeev Vashishta, Dr. Amit Varma and Mr. Anup Sethi. Financial Performance Since FHoML was incorporated in Fiscal 2009, its audited summary financial data is not available for Fiscal 2007 and 2008. The audited summary financial data of FHoML for Fiscal 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31, 2009

Sales and other Income 0.01

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(Rs. in million, unless otherwise stated)

Year ended March 31, 2009

Profit/(Loss) after tax (1.29) Equity capital 0.50 Reserves and surplus (excluding revaluation reserves)(1) (1.29) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (26.74) Book value per share (Rs.) (2) (15.77)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

FHoML has not become a sick company and no winding up proceedings have been initiated against it. FHoML had a negative net worth of Rs.0.79 million as on March 31, 2009. Fortis Health Management Limited (“FHML”) FHML was incorporated on April 7, 2008, as a company engaged in the business of providing consultancy for establishment, promotion, maintenance, management, operation and conduct of healthcare and related services, including resource allocation and development of planning methodologies, evaluation and measurement of standards and quality systems in healthcare activities, among others. The registered office of FHML is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. The equity shares of FHML are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern FHML’s share capital is set forth below:

Authorized Share Capital 50,000 equity shares of Rs.10 each Issued Share Capital 50,000 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 50,000 equity shares of Rs.10 each

The shareholding pattern of FHML as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of Rs.10

each

Percentage of equity capital

(%)

Fortis Hospotel Limited 49,994 99.99

Mr. Daljit Singh* 1 0.00

Mr. Yogesh Kumar Sareen* 1 0.00

Mr. Jasmeet Singh Puri* 1 0.00

Mr. Sanjeev Vashishta* 1 0.00

Mr. Anurag Yadav* 1 0.00

Mr. Pawanpreet Singh Ahuja* 1 0.00

Total 50,000 100.00

_____________

* As a nominee of FHTL.

Board of Directors The board of directors of FHML currently comprises Mr. Daljit Singh, Mr. Yogesh Kumar Sareen, Dr. Rajen Ghadiok and Mrs. Rachna Kamra. Financial Performance Since FHML was incorporated in Fiscal 2009, its audited summary financial data is not available for Fiscal 2007 and 2008. The audited summary financial data of FHML for Fiscal 2009 is set forth below:

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(Rs. in million, unless otherwise stated)

Year ended March 31, 2009

Sales and other Income 0.20 Profit/(Loss) after tax (2.82) Equity capital 0.50 Reserves and surplus (excluding revaluation reserves)(1) (2.82) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (58.94) Book value per share (Rs.) (2) (46.47)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

FHML has not become a sick company, no winding up proceedings have been initiated against it. FHML had a negative net worth of Rs.2.32 million as on March 31, 2009. Fortis Hospitals Limited (“FHsL”) FHsL was incorporated on June 18, 2009, as a company engaged in the business of acquiring, establishing, operating and managing hospitals, medicare, healthcare, diagnostic, health aid and research centers; providing medical relief to the public; carrying out medical and clinical research; and promoting facilities for the discovery, improvement or development of new methods of diagnostics, prevention and treatment of disease. The registered office of FHsL is situated at Fortis International Institute of Medical Sciences, Sector 44, Gurgaon, Haryana 122 003, India. The equity shares of FHsL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern

FHsL’s share capital is set forth below:

Authorized Share Capital 5,000,000 equity shares of Rs.10 each Issued Share Capital 50,000 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 50,000 equity shares of Rs.10 each

The shareholding pattern of FHsL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of Rs.10

each

Percentage of equity capital

(%)

Fortis Healthcare Limited 49,994 99.99

Mr. Daljit Singh* 1 0.00

Mr. Yogesh Kumar Sareen* 1 0.00

Mr. Jasmeet Singh Puri* 1 0.00

Mr. Jasbir Singh Grewal* 1 0.00

Mr. Anurag Yadav* 1 0.00

Mr. Pawanpreet Singh Ahuja* 1 0.00

Total 50,000 100.00

_____________

* As a nominee of FHL.

Board of Directors The board of directors of FHsL currently comprises Mr. Shivinder Mohan Singh, Mr. Yogesh Kumar Sareen and Mr. Jasbir Singh Grewal.

Financial Performance

Since FHsL was incorporated in Fiscal 2010, the financial results for Fiscal 2007, 2008 and 2009 are not available.

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FHsL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Fortis Emergency Services Limited (“FESL”) FESL was incorporated on April 30, 2009 under the Companies Act. Its registered office is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. FESL is engaged in the business of providing emergency ambulance services and medical services, quality improvement in health delivery channels, skills upgradation and adaptation of best management practices in delivering emergency medical care, research and development of techniques for administering emergency medical care, adoption of information technology, global positioning system and state of the art life support medical equipment to provide emergency medical services. The equity shares of FESL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern FESL’s share capital is set forth below:

Authorized Share Capital 50,000 equity shares of Rs.10 each Issued Share Capital 50,000 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 50,000 equity shares of Rs.10 each

The shareholding pattern of FESL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of Rs.10

each

Percentage of equity capital

(%)

International Hospital Limited 25,497 51.00

Fortis Healthcare Holdings Limited 24,498 49.00

Mr. Yogesh Kumar Sareen** 1 0.00

Mr. Jasmeet Singh Puri** 1 0.00

Mr. Bhavdeep Singh** 1 0.00

Mr. Hemant Dhingra* 1 0.00

Mr. Anil Panwar* 1 0.00

Total 50,000 100.00

____________

* As a nominee of Fortis Healthcare Holdings Limited.

** As a nominee of International Hospital Limited.

Board of Directors The board of directors of FESL currently comprises Mr. Daljit Singh, Mr. Jasmeet Singh Puri and Mr. Yogesh Kumar Sareen. Financial Performance Since FESL was incorporated in Fiscal 2010, the financial results for Fiscal 2007, 2008 and 2009 are not available. Lalitha Healthcare Private Limited (“LHPL”) LHPL was incorporated on March 21, 2005 as a company engaged in the business of running, owning, managing, administering and acquiring diagnostic centers, scan centers, nursing homes, hospitals, clinics, dispensaries, maternity homes, child welfare and family planning centers, clinical pathological testing laboratories and x-ray and ECG clinics in India and abroad and to provide research facilities for carrying on basic and applied research in

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all systems and disciplines of medical and surgical knowledge. The registered office of LHPL is situated at No.65, Prime Centre, Seshadripuram, 1 Main Road, Bangalore 560 020, India. For details of the acquisition by IHL of equity shares of LHPL, see “—Acquisition of a stake in Lalitha Healthcare Private Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The equity shares of LHPL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern LHPL’s share capital is set forth below:

Authorized Share Capital 2,000,000 equity shares of Rs.10 each 225,000 1% non cumulative compulsorily convertible preference shares of Rs.100 each

Issued Share Capital 610,330 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 610,330 equity shares of Rs.10 each

The shareholding pattern of LHPL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of Rs.10

each

Percentage of equity capital

(%)

International Hospital Limited 410,330 67.23 Dr. S. Lakshmi Narayana Raju 52,000 8.52 Dr. Mohan Keshavamurthy 36,000 5.90 Dr. Seetha 30,000 4.93 Mr. Vasudeva Raju 30,000 4.93 Ms. Lakshmi Priya 20,000 3.28 Mr. Venkata Ramana Raju 8,000 1.31 Mr. Venkat Krishna Raju 8,000 1.31 Mr. Venkateshwara Raju 3,000 0.49 Dr. Anil Kumar 2,000 0.33 Dr. Sunitha 2,000 0.33 Dr. Deepak 1,000 0.16 Dr. B.G. Manjunath 1,000 0.16 Dr. Patil 1,000 0.16 Dr. Smitha 1,000 0.16 Anitha V. Raju 1,000 0.16 Dr. Ugramurthy 1,000 0.16 Ms. Hema Reghuram 1,000 0.16 Dr. E. Mahesh 1,000 0.16 Mr. Aravind 1,000 0.16

Total 610,330 100.00

Board of Directors The board of directors of LHPL currently comprises Mr. Yogesh Kumar Sareen, Mr. Jasbir Singh Grewal, Mr. Krish Ramesh, Dr. Rajen Ghadiok, Dr. Mohan Keshavamurthy and Dr. S. Lakshmi Narayana Raju. Financial Performance The audited summary financial data of LHPL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007* 2008 2009

Sales and other Income 0.16 60.88 62.82 Profit/(Loss) after tax (8.64) (19.94) (40.03)

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Year ended March 31,

2007* 2008 2009

Equity capital 1.20 2.00 6.10 Reserves and surplus (excluding revaluation reserves)(1) 19.23 4.97 11.11 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (71.98) (120.24) (130.15) Book value per share (Rs.) (2) 170.27 34.85 28.20

_____________

* Commenced operations in April 2, 2007.

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of LHPL

Year ending March 31, 2009: Nil Year ending March 31, 2008 According to the information and explanations given to auditors, the undisputed amounts payable in respect of the tax deducted at source amounting to Rs. 0.59 million which is due and outstanding at the year end for a period of more than six months from the date they became payable. According to the information and explanations given to us, no other undisputed amounts payable in respect of provident fund, employees’ state insurance, sales-tax, customs duty, investor education and protection fund, wealth tax, service tax and any other material statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable. Year ending March 31, 2007 1. In the auditors’ opinion and according to the information and explanations given to auditors, there are

adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets, services, but the same needs to be strengthened in so far as it relates to purchase of fixed assets.

2. In the auditors’ opinion, the Internal Audit System of the company needs to be strengthened to make it

commensurate with its size and nature of its business.

3. According to the records of the company, it is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it except for delays in deposit of Tax Deducted at Source.

LHPL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Associates The following are the Associates: 1. Hiranandani Healthcare Private Limited; 2. Malar Hospitals Limited; 3. Sunrise Medicare Private Limited; and 4. Medical and Surgical Centre Limited. Hiranandani Healthcare Private Limited (“HHPL”) HHPL was incorporated on July 15, 2005. Its main object is to provide holistic healthcare in the field of modern human medicine and human reproduction. The registered office of HHPL is situated at Mini Seashore Road, Sector 10A, Vashi, Navi Mumbai 400 703, India.

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For details of the acquisition of shares by the Company in HHPL, see “—Acquisition of a Stake in Hiranandani Healthcare Private Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The equity shares of HHPL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern HHPL’s share capital is set forth below:

Authorized Share Capital 2,000,000 equity shares of Rs.10 each 3,000,000 zero percent redeemable preference shares of Rs.10 each

Issued Share Capital 1,000,000 equity shares of Rs.10 each 80,000 zero percent redeemable preference shares of Rs.10 each

Subscribed and Paid-up Share Capital 1,000,000 equity shares of Rs.10 each 80,000 zero percent redeemable preference shares of Rs.10 each

The shareholding pattern of HHPL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

Fortis Healthcare Holdings Limited 599,998 60.00

Fortis Healthcare Limited 399,997 39.99

Mr. Shivinder Mohan Singh jointly with Fortis Healthcare Limited 1 0.00

Mr. Malvinder Mohan Singh jointly with Fortis Healthcare Limited 1 0.00

Mr. Vinay Kumar Kaul jointly with Fortis Healthcare Limited 1 0.00

Mr. Yogesh Kumar Sareen* 1 0.00

Mr. Pawanpreet Singh Ahuja* 1 0.00

Total 1,000,000 100.00

_____________

* As a nominee of FHHL

HHPL issued 12,500 and 20,000 zero percent redeemable preference shares of Rs. 10 each at a premium of Rs. 990 per preference share to IHL on February 2, 2009 and March 2, 2009, respectively. Further 27,500, 10,000, 10,000, 32,500 and 10,000 zero percent redeemable preference shares of Rs. 10 each were issued by HHPL at a premium of Rs. 990 per preference share to IHL on March 26, 2009, March 31, 2009, April 20, 2009, July 13, 2009 and July 30, 2009 respectively. Board of Directors The board of directors of HHPL currently comprises Dr. L.H. Hiranandani, Mr. J.S. Grewal, Dr. Rajen Ghadiok, Dr. P.S. Joshi and Mr. Sanjeev Vashishta. Financial Performance The audited summary financial data of HHPL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income 0.00 0.16 4.15 Profit/(Loss) after tax (9.79) (42.11) (130.57) Equity capital 10.00 10.00 10.00 Reserves and surplus (excluding revaluation reserves) (1) (10.17) (52.28) (106.37)

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Year ended March 31,

2007 2008 2009

Earnings/(Loss) per share (basic and diluted) (Rs.) (2) (9.79) (42.11) (130.57) Book value per share (Rs.) (2) (0.17) (42.28) (96.37)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of HHPL

Year ending March 31, 2009: Nil Year ending March 31, 2008 1. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions of excise duty are not applicable to the company.

2. According to the information and explanations given to auditors and on overall examination of the

balance sheet of the company, the auditors have reported that the company has used funds amounting to Rs.61.01 million raised on short-term bases for long-term investment.

HHPL has not become a sick company and no winding up proceedings have been initiated against it. HHPL had a negative net worth of Rs.95.57 million as on March 31, 2009. Malar Hospitals Limited (“MHL”) MHL was incorporated on April 13, 1989 as a company engaged in the business of establishing hospitals and clinics to provide comprehensive healthcare, deal in pharmaceuticals, chemicals, medicines and drugs and deal in equipment for hospitals, dispensaries, clinics, laboratories and health clubs. The registered office of MHL is situated at 52, 1st Main Road, Gandhi Nagar, Adyar, Chennai 600 020, India. For details of the acquisition of shares by the IHL in MHL, see “—Acquisition of a Stake in Malar Hospitals Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The equity shares of MHL are listed on the BSE and the Madras Stock Exchange. Share Capital; Shareholding Pattern MHL’s share capital is set forth below:

Authorized Share Capital 20,000,000 equity shares of Rs.10 each Issued Share Capital 18,594,259 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 18,594,259 equity shares of Rs.10 each

The shareholding pattern of MHL as on June 30, 2009 was as follows:

Category of

Shareholder

Number

of Share-

holders

Total

number of

equity

shares of

Rs.10 each

Total number

of equity

shares held in

dematerialized

form

Total shareholding as a

percentage of total

number of equity shares

Equity shares pledged or

otherwise encumbered

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As a % of

(A+B)

As a % of

(A+B+C)

Number of

equity

shares

As a

percentage

of total

number of

equity

shares

(A) Shareholding of

Promoter and

Promoter Group

(1) Indian Bodies Corporate 2 11,560,335 11,560,335 62.17 62.17 - - Sub Total 2 11,560,335 11,560,335 62.17 62.17 - -

(2) Foreign - - - - - - - Total shareholding of

Promoter and

Promoter Group (A)

2 11,560,335 11,560,335 62.17 62.17 - -

(B) Public

Shareholding

(1) Institutions Mutual Funds / UTI 4 108,200 50,000 0.58 0.58 - - Financial Institutions / Banks

1 100 100 - - - -

Sub Total 5 108,300 50,100 0.58 0.58 - -

(2) Non-

Institutions

Bodies Corporate 129 1,207,310 581,709 6.49 6.49 - - Individuals - -

Individual shareholders holding nominal share capital up to Rs.100,000

14,400 2,749,283 1,322,124 14.79 14.79 - -

Individual shareholders holding nominal share capital in excess of Rs.100,000

31 2,361,518 2,153,208 12.70 12.70 - -

Any Others

(Specify) 82 607,513 198,573 3.27 3.27 - -

Non Resident Indians

Sub Total 14,642 6,925,624 4,255,614 37.25 37.25 - -

Total Public

shareholding (B) 14,647 7,033,924 4,305,714 37.83 37.83 - -

Total (A)+(B) 14,649 18,594,259 15,866,049 100.00 100.00 - -

(C) Shares held by

Custodians and

against which

Depository Receipts

have been issued

- - - - - - -

Total (A)+(B)+(C) 14,649 18,594,259 15,866,049 - 100.00 - -

Board of Directors The board of directors of MHL currently comprises Mr. Shivinder Mohan Singh, Mr. Sanjay Jayavarthanavelu, Mr. Krish Ramesh, Dr. Nithya Ramamurthy, Mr. Ramesh L. Adige, Mr. Yogesh Kumar Sareen and Mr. Pejavar Murari. Promise v/s Performance Pursuant to a rights issue in 1995, MHL issued 3,191,900 equity shares of Rs.10 each for cash at par aggregating to Rs.31.92 million, in the ratio of one equity share for every three equity shares held by the shareholders of MHL. The object of the issue was to part-finance the escalation in the cost of the setting up of a 250 bed hospital providing advanced tertiary care in neurology/neurosurgery, urology, including renal transplants, plastic reconstructive surgery, orthopedics, ophthalmology, ENT, critical care and imaging. However, MHL decided to

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start a cardiac program for which it required additional space and created a bed strength of only 180 beds. In addition, the beds intended for the general ward were converted into beds for single occupancy rooms due to commercial reasons. MHL could not achieve the revenue targets due to various reasons, including poor occupancy of beds. The high interest outflow was primarily on account of cost overruns, penal interest on interest, borrowing at a high rate of interest from private financiers, etc. This resulted in net losses. Information about share price The monthly high and low of the price of the equity shares of MHL on the BSE in the preceding six months is set forth below:

BSE

Month

High (Rs.)

Low (Rs.)

March 2009 14.20 12.50 April 2009 17.08 13.00 May 2009 20.30 15.00 June 2009 24.50 17.20 July 2009 21.90 17.00 August 2009 28.25 22.90

_____________ (Source: BSE website)

The price of the equity shares of MHL on the BSE as on September 18, 2009 was Rs. 27.05. The market capitalization of MHL on the BSE as on September 18, 2009 was Rs. 502.97 million.

Details of public issue/rights issue of capital in the last three years MHL has not made any public or rights issue in the three years preceding the date of this Letter of Offer. Mechanism for redressal of investor grievances Investor complaints, if any, received by MHL are normally attended and replied to within seven to 10 days of receipt by MHL, except in case of disputes over facts or other legal constraints. There are no investor complaints currently pending against MHL.

Financial Performance The audited summary financial data of MHL for the below mentioned periods is set forth below:

(Rs. in million, unless otherwise stated) 12 month ended

September 30, 2007

Six month ended

March 31, 2008

12 month ended

March 31, 2009

Sales and other Income 172.14 93.88 333.28 Profit/(Loss) after tax 45.57 0.90 (17.57) Equity capital 139.43 186.10 186.10 Reserves and surplus (excluding revaluation reserves)(1) (93.40) 0.86 (16.71) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 3.27 0.05 (0.95) Book value per share (Rs.) (2) 3.31 10.05 9.11

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of MHL

Year ending March 31, 2009 1. The company is in the process of updating the fixed assets register. The company has a regular programme

of verification of fixed assets which is in the auditor’s opinion is reasonable having regard to the size of the

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company and the nature of its assets. According to the information and explanations given to the auditors, in accordance with its programme, a section of the fixed assets have been physically verified by the management during the current year, no material discrepancies were noticed on such verification.

2. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases.

Period ending March 31, 2008 1. The company is in the process of updating the fixed assets register. The company has a regular

programme of verification of fixed assets which in the auditors’ opinion is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to the auditors, in accordance with its programme a section of the fixed assets have been physically verified by the management during the current period, no material discrepancies were noticed on such verification. Assets sold and discarded during this period, having a written down value of Rs.3.29 million has not affected the going concern concept.

2. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax,

wealth-tax, service tax, customs duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases.

Year ending September 30, 2007 1. The company has delayed the payment of tax deducted at source. 2. In the auditors’ opinion accumulated losses at the end of the financial year is more than fifty percent of

the net worth. The company has not incurred cash losses in the current financial year. In view of the non provision of interest in the preceding year, the company could have incurred cash losses in the immediately preceding financial year.

MHL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Sunrise Medicare Private Limited (“SMPL”) SMPL was incorporated on January 5, 1983 as “Sunrise Cosmetics Private Limited”. With effect from April 4, 2002, its name was changed to “Sunrise Surprise Private Limited” and thereafter, with effect from May 1, 2003, its name was changed to its present name. SMPL is engaged in the business of setting up and running multi-specialty hospitals, nursing homes and rehabilitation centers, dealing in equipment and instruments for hospitals and dispensaries, undertaking research and development work, dealing in drugs and pharmaceuticals, imparting medical training and granting diplomas or recognitions. The registered office of SMPL is situated at S-549, Greater Kailash Part II, New Delhi 110 048, India. For details of the acquisition of shares by the Company in SMPL, see “—Acquisition of a Stake in Sunrise Medicare Private Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The equity shares of SMPL are not listed on any stock exchange and it has not completed any public or rights issue since the date of its incorporation. Share Capital; Shareholding Pattern SMPL’s share capital is set forth below:

Authorized Share Capital 15,000,000 equity shares of Rs.10 each Issued Share Capital 14,078,324 equity shares of Rs.10 each Subscribed and Paid-up Share Capital 14,078,324 equity shares of Rs.10 each

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The shareholding pattern of SMPL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital (%)

Fortis Healthcare Limited 4,400,364 31.26

Gyan Enterprises Private Limited 1,835,000 13.03

Mr. Rohan Talwar 1,290,000 9.16

Pentlow Investments & Holdings Pte. Limited 1,081,588 7.68

NGP Industries Limited 1,010,000 7.17

Sudeep Exports Private Limited 873,100 6.20

Beacon Sales Private Limited 708,310 5.03

Krinshaw Holdings Limited 697,220 4.95

Mr. Shantanu Roy Chowdhury 609,382 4.33

Mr. Umesh Talwar 553,810 3.93

Mr. Shashi K.B Chaddha (jointly with Mrs. Subhash Chaddha) 416,986 2.96

Apollo Health & Lifestyle Limited 250,000 1.78

City Establishments Limited 192,080 1.36

Mr. Bhushan Chaddha 150,484 1.07

Ms. Sumita Juneja 10,000 0.07 Total 14,078,324 100.00

Board of Directors

The board of directors of SMPL currently comprises Mr. Naresh Talwar, Mr. Ravi Talwar, Mr. Umesh Talwar, Mr. Varun Talwar, Mr. Amit Burman, Mr. Sandeep Tandon, Mr. Navin Juneja and Mr. Ashish Bhatia.

Financial Performance The audited summary financial data of SMPL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated) Year ended March 31,

2007 2008 2009

Sales and other Income 93.63 141.09 208.33 Profit/(Loss) after tax (25.76) (23.99) (13.67) Equity capital 101.87 140.78 140.78 Reserves and surplus (excluding revaluation reserves)(1) (84.52) (108.51) (122.18) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (2.53) (1.85) (0.95) Book value per share (Rs.) (2) 1.70 2.29 1.32

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(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of SMPL

Year ending March 31, 2009 1. The net worth of the company has been substantially eroded. However, in view of the improved future

projections by the company and management’s assertion that the company will be generating sufficient profits in future years and continued financial support to the company and dependent upon the steps being completed as envisaged, the accounts have been drawn up on the assumptions that the company will continue as a going concern.

2. The company has recognized Deferred Tax Assets during the year as well as in earlier years in spite of

incurring losses. The management is of the opinion that the company will be generating sufficient profits in the subsequent years to set off losses incurred and has therefore recognized Deferred Tax Assets. Had the

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company not recognized Deferred Tax Assets, the loss for the year would have been Rs. 21.11 million instead of Rs. 13.67 million and the debit balance of the Profit & Loss Account would have been Rs. 182.45 million instead of Rs. 122.18 million.

3. The company did not have a formal internal audit system during the year under review. As explained to the

auditors, the internal control procedures involve reasonable internal checking which in the opinion of the company, is considered adequate under the circumstances. However, in view of the increasing operational activity, in the auditors’ opinion, the company should introduce a proper internal audit system.

4. The company has at the end of the financial year accumulated losses which are more than fifty percent of its

net worth. The company has incurred cash losses during the financial year covered by audit and the immediately preceding financial year.

Year ending March 31, 2008 1. The net worth of the company has been substantially eroded. However, in view of the improved future

projections by the company and management’s assertion that the company will be generating sufficient profits in future years and continued financial support to the company and dependent upon the steps being completed as envisaged, the accounts have been drawn up on the assumptions that the company will continue as a going concern.

2. The company has recognized Deferred Tax Assets during the year as well as in earlier years in spite of

incurring losses. The management is of the opinion that the company will be generating sufficient profits in the subsequent years to set off losses incurred and has therefore recognized Deferred Tax Assets. Had the company not recognized Deferred Tax Assets, the loss for the year would have been Rs. 33.68 million instead of Rs. 23.88 million and the debit balance of the Profit & Loss Account would have been Rs. 161.33 million instead of Rs. 108.51 million.

3. The company did not have a formal internal audit system during the year under review. As explained to

auditors, the internal control procedures involve reasonable internal checking which in the opinion of the company, is considered adequate under the circumstances. However, in view of the increasing operational activity, in the auditors’ opinion, the company should introduce a proper internal audit system.

4. The company has at the end of the financial year accumulated losses which are more than fifty percent of its

net worth. The company has incurred cash losses during the financial year covered by audit and the immediately preceding financial year.

Year ending March 31, 2007 1. The net worth of the company has been substantially eroded. However, in view of the improved future

projections by the company and management’s assertion that the company will be generating sufficient profits in future years and continued financial support to the company and dependent upon the steps being completed as envisaged, the accounts have been drawn up on the assumptions that the company will continue as a going concern.

2. The company has recognized Deferred Tax Assets during the year as well as in earlier years in spite of

incurring losses. The management is of the opinion that the company will be generating sufficient profits in the subsequent years to set off losses incurred and has therefore recognized Deferred Tax Assets. Had the company not recognized Deferred Tax Assets, the loss for the year would have been Rs. 38.35 million instead of Rs. 25.63 million and the debit balance of the Profit & Loss Account would have been Rs. 127.54 million instead of Rs. 84.52 million.

3. The company did not have a formal internal audit system during the year under review. As explained to

auditors, the internal control procedures involve reasonable internal checking which in the opinion of the company, is considered adequate under the circumstances. However, in view of the increasing operational activity, in the auditors’ opinion, the company should introduce a proper internal audit system.

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4. The company has at the end of the financial year accumulated losses which are more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by audit and the immediately preceding financial year.

5. In the auditors’ opinion and according to the information and explanations given to auditors, the company had

defaulted in the repayment of dues to a financial institution. Other than there is no default in the repayment to bank or debenture holders. The repayments due to financial institution on October 15, 2006 and January 15, 2007 for principal and interest amounting to Rs. 10.35 million were repaid on March 30, 2007.

6. According to information and explanations given to us and on overall examination of the Balance Sheet of the

company, auditors have reported that the funds raised on short term basis have been used for long term fixed assets to the extent of Rs. 6.25 million.

SMPL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Medical and Surgical Centre Limited (“MSCL”) MSCL was incorporated on July 17, 1972 as a company engaged in the business of operating clinics. The registered office of MSCL is situated at Georges Guibert Street, Curepipe, Mauritius. For details of the acquisition of shares by the FHIL of ordinary shares in MSCL, see “—Acquisition of a Stake in Medical and Surgical Centre Limited” above under this section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer. The ordinary shares of MSCL are listed on the Development and Enterprise Market of the Stock Exchange of Mauritius (“DEM”). Share Capital; Shareholding Pattern MSCL’s share capital is set forth below:

Authorized Share Capital N.A. Issued Share Capital 569,940,822 ordinary shares of no par value Subscribed and Paid-up Share Capital 569,940,822 ordinary shares of no par value

The shareholding pattern of MSCL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of ordinary shares

Percentage of ordinary

share capital (%)

FHIL 164,670,801 28.89

Novelife Limited 148,796,651 26.11

CIEL Textile Limited 5,942,850 1.04

The Deep River Beau Champ Limited 3,000,000 0.53

Noveprim Limited 1,457,150 0.26

Commercial and Industrial Enterprises Limited 3,245,570 0.57

CIEL Investments Limited 2,228,580 0.39

Public Shareholders 240,599,220 42.22

Total 569,940,822 100.00

Board of Directors The board of directors of MSCL currently comprises Mr. Yogesh Kumar Sareen, Mr. Ashish Bhatia, Mr. Joseph Jean Pierre Piat Dalais, Mr. Gerald Maurice Raoul de Senneville, Dr. Guy Adam and Mr. Michel Thomas.

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Information about share price The monthly high and low of the price of the ordinary shares of MSCL on the DEM in the preceding six months is set forth below:

BSE

Month

High (MUR)

Low (MUR)

March 2009 2.20 2.20 April 2009 3.00 2.20 May 2009 3.10 3.00 June 2009 3.10 3.10 July 2009 3.10 3.10 August 2009 3.10 3.10

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(Source: The Stock Exchange of Mauritius Limited)

The price of the ordinary shares of MSCL on the DEM as on September 18, 2009 was MUR 3.10. The market capitalization of MSCL on the DEM as on September 18, 2009 was MUR 1,766.817 million. Details of public issue/rights issue of capital in the last three years MSCL has not completed any public or rights issue in the last three years. Mechanism for redressal of investor grievances There are no investor complaints currently pending against MSCL.

Financial Performance The audited summary financial data of MSCL for the years ended June 30, 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated) Year ended June 30,

2006* 2007* 2008*

Sales and other operating Income 320.67 310.68 369.68 Profit/(Loss) after tax 7.23 (23.99) 9.30 Share capital 378.39 184.13 184.13 Translation reserves (excluding revaluation reserves) 1.32 (38.74) 13.25 Earnings/(Loss) per share (basic and diluted) 0.03 (0.09) (0.02) Book value per share 0.73 0.96 1.14

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* To comply with the SEBI Regulations, the financial data in MUR has been converted to Indian Rupees at the average rates of

MUR1.00=Rs.0.69, Rs.0.74 and Rs.0.72 for the years ended June 30, 2006, 2007 and 2008 respectively. (Source: The Mauritius

Commercial Bank Limited)

MSCL has not become a sick company, no winding up proceedings have been initiated against it and it does not have negative net worth. Shareholders Agreements

a. LHPL and others

IHL, LHPL and the promoters of LHPL, entered into a shareholders agreement (the “LHPL Shareholders Agreement”) on January 28, 2009 to govern their rights and obligations as shareholders in LHPL upon conversion of 160,590 1% non-cumulative compulsorily convertible preference shares, carrying a non-cumulative dividend of 1% p.a. As required under the LHPL Shareholders Agreement, pursuant to a meeting of the board of LHPL held

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on January 28, 2009, (i) Mr. Jasbir Singh Grewal and Dr. Rajen Ghadiok were appointed as nominees of IHL on the board of LHPL; (ii) the resignation of all the directors representing the promoters of LHPL, except for Dr. S. Lakshmi Narayana Raju and Dr. Mohan Keshavamurthy was recorded; (iii) Mr. Jasbir Singh Grewal, a nominee of IHL, was appointed as the chairman of the board; and (iv) the change of name of Fortis RM Hospital was approved, among other actions. Further, pursuant to a meeting of the board of LHPL held on January 30, 2009, 160,590 1% non-cumulative compulsorily convertible preference shares of Rs.100 each were converted into 164,371 equity shares of Rs.10 each at a premium of Rs.87.70 and issued and allotted to IHL. Under the LHPL Shareholders Agreement, IHL shall cause LHPL to pay to certain promoters, a sum equivalent to 30% of the non-interest bearing unsecured loans aggregating Rs.20.71 million advanced by them to LHPL. Pre-emptive rights. In the event there is a further issue of shares of LHPL, IHL and the promoters shall have a pre-emptive right to subscribe to such shares in proportion to their then existing shareholding in LHPL. If none of the promoters choose to subscribe to such shares, then IHL shall have the right to subscribe to all the additional shares and if IHL chooses not to subscribe to the additional shares, the promoters shall have the right to subscribe to all the additional shares in proportion to their respective shareholding. If the additional shares are not subscribed by either the promoters or IHL, such shares may be issued to a third party, except a direct or indirect competitor of IHL, LHPL or its affiliates, designated by the board of directors, with the prior written approval of IHL and the promoters. Each of the promoters and IHL has the right to nominate any of its affiliates to subscribe to, acquire and hold the shares that each of them is entitled to subscribe to, acquire and hold, provided that such affiliate executes a deed of adherence prior to the issue of shares to it. Additional funding. Further funding that may be required by LHPL for its business, projects or expansion shall be arranged solely by LHPL, as determined by the board of directors. If LHPL is unable to raise sufficient funds, the shareholders may, upon a determination by LHPL’s board, subscribe to new shares in proportion to their existing shareholding in LHPL. Transfer restrictions. Dr. S. Lakshmi Narayana Raju, Mrs. Lakshmi Priya and Mr. S. Vasudeva Raju shall not to sell, pledge, mortgage, charge, encumber or otherwise transfer or dispose of or create any lien or interest over or in their respective shares for a period of three years from the date of conversion of the preference shares. The other promoters shall not sell, pledge, mortgage, charge, encumber or otherwise transfer or dispose of or create any interest over or in their respective shares for a period of five years from the date of conversion of the preference shares. During the lock-in period, the promoters may transfer all or some of their shares only to IHL at a price based on the equity valuation calculated in accordance with the LHPL Shareholders Agreement, by giving a notice to IHL. Such sale and purchase of shares shall be completed within 60 days of receiving the notice. If IHL fails to acquire the shares within the period specified above, the promoters shall have no right to transfer the shares to any third party (other than to their respective affiliates or to the remaining promoters) After the lock-in period, if the promoters wish to transfer some or all of their shares at a price based on the equity valuation calculated in accordance with the LHPL Shareholders Agreement, they shall first notify IHL. If IHL fails to acquire such shares within 60 days from the date of receiving the notice, the promoters shall be entitled to sell the shares to a third party, provided that the third party is not a direct or indirect competitor of LHPL, IHL or its affiliates. Any sale to a third party shall be at a price not lower than the equity valuation specified above and such third party shall execute a deed of adherence. If IHL wishes to transfer its shares, IHL shall offer to sell the shares to the promoters in proportion to their existing shareholding in LHPL at a price based on the equity valuation calculated in accordance with the LHPL Shareholders Agreement by a notice in writing. If the promoters fail to acquire the shares within 60 days from the receipt of the notice, IHL shall be entitled to transfer the shares to any third party. Shareholder meetings. Each shareholder shall have voting rights in proportion to his or her shareholding. The quorum for general meetings shall be two shareholders, subject to at least one authorized representative of IHL being present. Board of directors and management. As on the date of conversion of the preference shares, the board of LHPL shall comprise six directors, of which IHL shall have the right to nominate four directors and promoters shall collectively have the right to nominate two directors. The promoters and IHL shall have the right to appoint such number of directors as is proportionate to their shareholding in LHPL. The chairman of LHPL shall be nominated by IHL. The quorum for a board meeting shall be one-third of the total number of directors of LHPL or two

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directors, whichever is a higher, provided that there shall be no quorum unless a director nominated by IHL is present. The business and affairs of LHPL shall be conducted in accordance with a business plan approved by the board from time to time. IHL shall have the right to appoint the chief operations officer and the heads of marketing, human resources and finance. Reserved matters. No action shall be taken or resolution passed at board or shareholder meeting, unless the matter has been approved by a majority of the board, which majority shall, in respect of the following matters, include the affirmative vote of at least one nominee director of the promoters and one nominee director of IHL, the promoters being entitled to such affirmative voting rights so long as they hold at least 26% of the then paid-up equity share capital of LHPL: (i) change in the objects or activities of LHPL and any substantial expansion; (ii) amendment of the memorandum and articles of association; (iii) approval or refusal to transfer shares except as contemplated in the LHPL Shareholders Agreement; (iv) capital expenditure in respect of a fixed asset in excess of Rs.500,000 or the approved budget, whichever is higher; (v) sale of the whole or a substantial part of LHPL’s undertaking, property or assets; (vi) any merger, amalgamation or consolidation; (vii) any further issue of shares or convertible, partly-convertible or non-convertible debentures or alteration of the capital structure of LHPL; (viii) entering into any related party transaction; (ix) any change in the corporate name of LHPL; (x) any change in the registered office or principal place of business; (xi) abandonment, waiver or settlement of any legal claims or proceedings, except minor debt collection matters; (xii) taking term loans with a tenure exceeding 12 months for an amount in excess of Rs.20 million, or altering any material term or condition of such loan; (xiii) declaration of dividend; (xiv) filling vacancies on the board, except in respect of nominees of IHL or the promoters; (xv) forming a subsidiary, reduction of LHPL’s shareholding in a subsidiary by transfer or non-subscription, subscribing to the shares or debentures of any other company or investing LHPL’s funds in any other company; (xvi) encumbering the property or assets of LHPL, except to secure loans from banks against current assets; (xvii) granting loans or guaranteeing the obligations of third parties, where the liability in each case exceeds Rs.2 million; (xviii) appointment or removal of LHPL’s auditors or other external agency conducting audits; (xix) approving any matter concerning the winding up of LHPL or the notification of its financial status to any statutory authority; (xx) delegation of the authority of the board to any board committee or individual; (xxi) approval of the business plan and any amendments thereto; (xxii) entering into any partnership or joint venture arrangements; (xxiii) expansion of the capacity of the hospital; (xxiv) any modification to the O&M agreement; (xxv) commencement of any new line of business and entering into any material contracts, including all outsourcing agreements; and (xxvi) providing any guarantee, indemnity or credit to any shareholders or their affiliates. Non-compete. For a period of three years from the date of conversion of the preference shares, the promoters shall not, on their own or in association with others, engage in or participate, directly or indirectly, whether as a director, shareholder, partner, proprietor, member, agent, consultant, advisor, trustee, distributor or otherwise in any business which involves, relates to or competes with the business of LHPL within five kilometers. The promoters shall not solicit, canvass or entice any client, supplier or senior employees and/or medical and support staff or consultants from LHPL. Payments to promoters. IHL shall cause the remaining amounts in respect of the non-interest bearing unsecured loans advanced by certain promoters to LHPL to be repaid in the following manner: • 30% of the unsecured loan shall be repaid when a certain premises situated at Seshadripuram, Bangalore

is vacated and handed over to LHPL by the existing tenants; • 20% of the unsecured loan shall be repaid within three months of the premises being vacated and handed

over to LHPL by the existing tenants; and • 20% of the unsecured loan shall be repaid within six months of the premises being vacated and handed

over to LHPL by the existing tenants. Post-closing obligations. The promoters of LHPL have undertaken that they shall be solely liable for the payment of any penalty on behalf of LHPL to the municipal authorities in Bangalore under the “Sakrama” or other similar scheme, if introduced. No such scheme is currently in force. The promoters of LHPL have also undertaken that the premises situated at Seshadripuram is required to be vacated and handed over to IHL within six months from the date of conversion of the preference shares or such extended time as may be agreed between IHL and the

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promoters of LHPL, in writing. The premises has not been vacated as on date. In respect of the abovementioned amounts due to the promoters, as on January 31, 2009, payments of Rs.1.5 million to Dr. Mohan Keshavamurthy and Rs.3.4 million to Dr. S. Lakshmi Narayana Raju have been made by IHL. Term. The LHPL Shareholders Agreement shall come into force on the date of conversion of the preference shares and remain valid until terminated in accordance with its terms. Termination. The LHPL Shareholders Agreement may be terminated (i) by the non-defaulting party, upon a breach by a party or its affiliates of any of its obligations or warranties under the LHPL Shareholders Agreement, which if capable of being remedied, is not remedied within a period of 45 days from the date such default is brought to the notice of the defaulting party by the non-defaulting party; (ii) by the other party, if the shares held by a party or its affiliates are attached by a third party creditor or any statutory or regulatory authority or any court and such attachment is not remedied within 90 days from the date of attachment; (iii) by the other party, in the event that a party becomes insolvent or initiates proceedings to have it wound up; (iv) if the shareholding of IHL or the promoters falls below 5% of the paid-up equity share capital of LHPL; or (v) by an agreement by the parties in writing. Upon termination, the name of the hospital shall be changed to remove references to “Fortis”. Call option and put option. Upon default by a party or its affiliates in the performance of any of its obligations or warranties under the LHPL Shareholders Agreement, the non-defaulting party may serve a written notice on the defaulting party to (a) purchase (either by itself or through its affiliates) all the shares held by the non-defaulting party (along with its affiliates) at a price equivalent to 115% of the fair price of such shares (the “Put Option”), or (b) sell to the non-defaulting party all the shares held by it and its affiliates at a price equivalent to 85% of the fair price of such shares (the “Call Option”). The fair price shall be determined by an accountancy firm selected by the non-defaulting shareholder and the sale and purchase in respect of any Put Option or Call Option shall be completed within 45 days of the determination of the fair price. Dispute resolution. The parties shall endeavor to settle any dispute in connection with the LHPL Shareholders Agreement by mutual conciliation. Any dispute shall be settled in accordance with the Arbitration and Conciliation Act, 1996, by a panel of three arbitrators, one to be appointed by IHL, one to be appointed by the promoters jointly and the third arbitrator by the two so appointed. The arbitration proceedings shall be conducted in Bangalore. Governing law and jurisdiction. The LHPL Shareholders Agreement shall be governed by the laws of India and the courts at New Delhi shall have exclusive jurisdiction. b. SMPL and others

The Company entered into a shareholders agreement dated January 3, 2006 (the “Sunrise Shareholders Agreement”) with the SMPL Existing Shareholders and SMPL. Pursuant to a share subscription agreement dated January 3, 2006, the Company acquired 5% of the then paid-up equity share capital of SMPL. The Company currently owns 31.26% of the then paid-up equity share capital of SMPL. Pre-emptive rights. If SMPL issues additional shares, the Company and the SMPL Existing Shareholders shall have a pre-emptive right to subscribe to such shares in proportion to their then existing shareholding in SMPL. If either the Company or the SMPL Existing Shareholders choose not to subscribe to such shares, the other party shall have the right to subscribe to such additional shares. If neither the company nor the SMPL Existing Shareholders choose to subscribe for the additional shares, such shares may be issued to a third party designated by the board of SMPL, with the prior written approval of the Company and the SMPL Existing Shareholders, provided that such third party is not a direct or indirect competitor of the Company or its affiliates. Additional funding. If further funding is required by SMPL for its business or expansion of projects, such funds shall be raised solely by SMPL. If SMPL is unable to raise sufficient funds, the SMPL Existing Shareholders and the Company shall, at the request of SMPL, advance loans in favor of SMPL in proportion to their then existing shareholding in SMPL and subject to the business plan. The loan advance by the relevant SMPL Existing Shareholders shall be repaid on availability of free cash in SMPL.

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Option to increase shareholding in SMPL. The Company has the sole option and right to increase its shareholding from 26% to 51% by acquiring an additional 25% stake in the equity share capital of the SMPL at any time between the expiry of the second anniversary of the Sunrise Shareholders Agreement and before the end of the fifth anniversary of the Sunrise Shareholders Agreement (the “Option Period”) at a price which is equivalent to the face value of the equity shares of SMPL, along with interest thereon at the rate of 12% p.a., calculated from the date of the Sunrise Shareholders Agreement or the date of infusion of the first tranche of the loan from the Company to SMPL, whichever is earlier. In the event that the Company increases its shareholding in SMPL to 51% within the Option Period, the SMPL Existing Shareholders have the option to sell the whole (and not a part of) their equity shareholding in SMPL to the Company within a period of one year from the date on which the Company acquires 51% equity stake in SMPL and the Company shall buy the equity shareholding of the SMPL Existing Shareholders at the face value of the equity shares plus interest thereon at the rate of 12% p.a. calculated from the date of the Sunrise Shareholders Agreement or the date of infusion of the first tranche of the loan from the Company to SMPL, whichever is earlier. In the event that the Company does not exercise its option to increase its equity stake in SMPL to 51% within the Option Period, the SMPL Existing Shareholders shall have the option to sell the whole (and not a part of) their equity shareholding in SMPL to the Company at a price of Rs.15 per share and the Company shall buy such shares within 30 days from the expiry of the Option Period, subject to receipt of a written notice from the SMPL Existing Shareholders in relation to the exercise of this option. Transfer restrictions. The SMPL Existing Shareholders shall not sell, transfer, pledge, mortgage, charge, encumber or dispose of or create any lien or interest in their shares in SMPL for a period of five years from the effective date of the Sunrise Shareholders Agreement. There shall be no lock-in on the shares held by the Company in SMPL. The company shall be entitled to nominate its Affiliates to subscribe to, acquire and hold shares which the Company is entitled to subscribe, acquire or hold in terms of the Sunrise Shareholders Agreement. Upon the expiry of the lock-in period, if either party (the “selling party”) wishes to transfer all its shares in SMPL, the selling party shall first notify the other party (the “continuing party”) in writing. The continuing party shall have the right to acquire the shares within 30 days from the receipt of the notice from the selling party at a price based on the valuation of SMPL by an independent valuer. If the continuing party fails to acquire the shares within the time period specified above, the selling party shall have the right to transfer the shares to a third party provided that (i) such third party executes a deed of adherence; (ii) the transfer to the third party is made on terms, including price, no more favorable than those offered to the continuing party; (iii) the third party assumes all the obligations of the selling party; and (iv) in the event that the Company is the continuing party, the third party shall not be a direct or indirect competitor of the Company or its Affiliates. Shareholder meetings. The shareholders shall have voting rights in proportion to their shareholding. The quorum for general meetings shall be two shareholders, subject to at least one authorized representative of the Company being present. Board of directors and management. The Company and the SMPL Existing Shareholders shall have the right to appoint such number of directors as is proportionate to their shareholding in SMPL. For so long as the Company holds not less than 5% of the paid-up share capital of SMPL, the Company shall be entitled to nominate a minimum of one director on the board of SMPL. The chairman of the board shall be non-executive and shall be elected by a majority of the shareholders. The quorum for a board meeting shall be one-third of the total number of directors of SMPL or three directors, whichever is a higher, provided that there shall be no quorum unless a director nominated by the Company is present. In the event that the shareholding of the Company is increased to 51% as specified above, one nominee director representing the SMPL Existing Shareholders and one representing the Company shall be required to constitute a valid quorum at a board meeting. The board shall appoint the chief operating officer, who shall be a nominee of the Company. The business and affairs of SMPL shall be conducted in accordance with a business plan approved by the board from time to time. Reserved matters. No action shall be taken or resolution passed at board or shareholder meeting, unless the matter has been approved by a majority of the board, which majority shall include in respect of the following matters, the affirmative vote of at least one director nominated by the Company: (i) change in the objects or activities of SMPL and any substantial expansion; (ii) amendment of the memorandum and articles of association; (iii) approval or refusal to transfer shares except as contemplated in the Sunrise Shareholders Agreement; (iv) capital expenditure in respect of fixed assets or tooling in excess of Rs.2.5 million or the approved budget, as the case may be; (v) sale of the whole or a substantial part of SMPL’s undertaking, property or assets; (vi) any

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merger, amalgamation or consolidation; (vii) any further issue of shares or convertible, partly-convertible or non-convertible debentures or alteration of the capital structure of SMPL; (viii) entering into any related party transaction; (ix) any change in the corporate name of SMPL; (x) any change in the registered office or principal place of business; (xi) abandonment, waiver or settlement of any legal claims or proceedings, except minor debt collection matters; (xii) taking term loans with a tenure exceeding 24 months for an amount in excess of Rs.5 million, or altering any material term or condition of such loan; (xiii) declaration of dividend; (xiv) filling vacancies on the board, except in respect of nominees of the Company or the SMPL Existing Shareholders; (xv) forming a subsidiary, reduction of SMPL’s shareholding in a subsidiary by transfer or non-subscription, subscribing to the shares or debentures of any other company or investing SMPL’s funds in any other company; (xvi) encumbering the property or assets of SMPL, except to secure loans from banks against current assets; (xvii) granting loans or guaranteeing the obligations of third parties; (xviii) appointment or removal of SMPL’s auditors or other external agency conducting audits; (xix) approving any matter concerning the winding up of SMPL or the notification of its financial status to any statutory authority; (xx) delegation of the authority of the board to any board committee or individual, other than to the chief operating officer; (xxi) approval of the business plan and any amendments thereto; (xxii) commencement of any new line of business and entering into any partnership or joint venture arrangements; (xxiii) appointment and removal of the chief operating officer and other key personnel, including change in their powers or employment contracts; and (xxiv) any decision pertaining to the operation and management of Fortis La Femme or relating to the O&M agreement. Following an increase in the shareholding of the Company in SMPL to 51% as specified above, the affirmative vote of one nominee director representing the SMPL Existing Shareholders shall also be required in respect of the reserved matters listed above. Non-compete. For so long as the SMPL Existing Shareholders hold shares in SMPL, and for a period of five years thereafter, the SMPL Existing Shareholders and their Affiliates shall not engage, directly or indirectly, in any business activity in India which is or will be in competition with the business of SMPL. In the event that the Company plans to start a similar high end facility exclusively for obstetrics and gynecology, at any of its own hospitals or as a stand alone site, it shall offer the SMPL Existing Shareholders an option to participate in such new project on such terms as are communicated to the SMPL Existing Shareholders by the Company. Such offer shall remain valid for a period of 30 days from the date of the offer, failing which the offer shall automatically lapse and the Company shall be entitled to proceed with the project in the manner it deems fit. Term. The Sunrise Shareholders Agreement shall come into force on the closing date under the share subscription agreement and remain valid until terminated in accordance with its terms. Termination. The Sunrise Shareholders Agreement may be terminated (i) by the non-defaulting party, upon a default by a party or its affiliates in the performance of any material obligations or warranties under the Sunrise Shareholders Agreement, which if capable of being remedied, is not remedied within a period of 30 days from the date such default is brought to the notice of the defaulting party by the non-defaulting party; (ii) by the other party, if the shares held by a party or its affiliates are attached by a third party creditor or any statutory or regulatory authority or any court and such attachment is not remedied within 90 days from the date of attachment; (iii) by the other party, in the event that a party becomes insolvent or initiates proceedings to have it wound up; or (iv) by the Company, in the event of termination of the O&M agreement, the name user agreement, the loan agreement or the share subscription agreement. If the shareholding of the Company or the SMPL Existing Shareholders falls below 5% of the paid-up equity share capital of LHPL, the Sunrise Shareholders Agreement shall terminate automatically. Dispute resolution. The parties shall endeavor to settle any dispute in connection with the Sunrise Shareholders Agreement by mutual conciliation. Any dispute that remains unresolved after 90 days, or such extended period as the parties may agree, shall be settled in accordance with the Arbitration and Conciliation Act, 1996, by a panel of three arbitrators, one to be appointed by the Company and one to be jointly appointed by the SMPL Existing Shareholders and SMPL. The arbitration proceedings shall be conducted in New Delhi. Governing law and jurisdiction. The Sunrise Shareholders Agreement shall be governed by the laws of India and the courts at New Delhi shall have exclusive jurisdiction.

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c. MSCL and others

FHIL and Novelife entered into a Shareholders Agreement dated December 11, 2008 (the “MSCL Shareholders Agreement”) to regulate their rights and duties as shareholders of MSCL, including in respect of the management of MSCL. As long as the MSCL Shareholders Agreement remains in effect, each shareholder shall undertake the business of running, operating and managing hospitals, clinics, pharmacies, medical colleges and institutes in Mauritius, exclusively through MSCL. In the event that a new business opportunity is identified by a party or its affiliates (“Offering Party”), such party shall give the other party (“Offered Party”) by a written notice a right of first offer to jointly develop the new opportunity. If the Offered Party does not communicate its acceptance, or does not agree to the terms proposed by the Offering Party within 30 days of receiving such notice, the Offering Party shall be free to develop the new opportunity independently or with any third party, on terms no more favorable than those offered to the Offered Party. Pre-emptive rights. In the event that MSCL issues additional shares, the parties shall have a pre-emptive right to subscribe to such shares, in proportion to their then existing shareholding in MSCL. In the event, one party does not exercise its pre-emptive right, the other party shall be entitled to subscribe to such unsubscribed shares. The shares not subscribed by any of the parties may be issued to a third party designated by the board, with the prior written approval of the board and provided that such third party is not a direct or indirect competitor of FHIL. The parties shall also be entitled to nominate any of their respective affiliates to subscribe to or acquire shares that they are entitled to subscribe or acquire, subject to execution of deed of adherence. Shareholder meetings. Meetings of shareholders may be called by any shareholder holding 5% or more of the issued share capital of MSCL or by any director. The quorum for a shareholders meeting shall be FHIL and Novelife. Board of directors and management. The number of directors on the board shall be not more than eight and not less than five. Each shareholder shall have the right to appoint one director for each 12.5% of the issued share capital of MSCL held by such shareholder. Any proposed appointment or removal shall be effected by a notice in writing from the appointing shareholder to the board, each such notice being signed by FHIL and Novelife. The quorum for a board meeting shall be three directors, and for so long as each of FHIL and Novelife own at least 20% of the share capital of MSCL, such quorum shall include at least one director nominated by each of FHIL and Novelife. The first chairman of the board of directors shall be appointed by Novelife for a term of one year. Thereafter, FHIL shall have the right to appoint the chairman for a period of one year upon the expiry of which, FHIL and Novelife shall be entitled to nominate the chairman, on a rotational basis, for a period of two years each. FHIL and Novelife shall have the right to appoint the chairman subject to the shareholding of such party and its affiliates in MSCL being at least 20%. Except for reserved matters, all matter shall be decided by the board by a majority vote of the directors. FHIL shall be responsible for the day-to-day operations and management of MSCL, in accordance with the O&M agreement entered into with MSCL. MSCL shall appoint the persons recommended by FHIL as the chief financial officer and the chief operating officer. Commencing July 1, 2009, if the audited EBITDA of MSCL for two consecutive years is lower than the EBITDA in the annual budget by 15%, the board may review the appointment of the chief operating officer and FHIL shall, if requested by the other nominees on the board, recommend a new chief operating officer. There shall be three committees of the board: (i) a hospital advisory committee comprising five members, three to be appointed by FHIL and two by Novelife, with at least one member each representing FHIL and Novelife constituting the quorum; (ii) an audit committee comprising three members, one member each to be appointed by FHIL and Novelife and the third from among the independent directors, with the members appointed by FHIL and Novelife constituting the quorum; and (iii) a remuneration committee comprising three members, one member each to be appointed by FHIL and Novelife and the third to be collectively appointed by FHIL and Novelife, with the members appointed by FHIL and Novelife constituting the quorum. Reserved matters. The following matters shall require the approval of at least one director nominated by each of FHIL and Novelife at a board meeting or the written consent of each of FHIL and Novelife in relation to shareholder resolutions, provided that such affirmative rights shall be available to the parties as long as they and/or their affiliates hold at least 20% of the share capital of MSCL: (i) appointment, removal and remuneration of an independent director; (ii) adjustment or variation to the shares or the granting of any options or other rights

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to subscribe for the shares; (iii) purchase, sale, hiring and letting of immovable property; (iv) acquisition of any business or any part thereof or any interest in any joint venture or any part thereof; (v) purchase or sale of capital goods or other commitments in relation to fixed assets in excess of MUR10 million; (vi) approval of the balance sheet, profit and loss account and any other accounts; (vii) amendments of the MSCL’s constitution; (viii) lending or advancing any monies to or guaranteeing or indemnifying any indebtedness, liability or obligations of any person; (ix) declaration of any dividends and the dividend policy to be adopted; (x) acquisition and disposal of the whole or substantially the whole of the undertaking or all or the greater part of the assets of MSCL; (xi) conclusion (and any subsequent amendments) of long term agreements that are not in the ordinary course of business which contain commitments extending to periods in excess of 12 months; (xii) payment of any interest on advances made by the shareholders to MSCL and the amount and basis of calculation of such interest; (xiii) repayment of any shareholder advances; (xiv) issue of shares to any person other than the shareholders or their affiliates; (xv) finalization or amendment of all budgets, cash flow statements and business plans and the changing of any banking arrangements or facilities (including changes in bank mandates); (xvi) the reduction of the capital of MSCL; (xvii) converting, sub-dividing, cancelling or otherwise reorganizing or altering any rights attaching to any shares of MSCL or issuing or allotting any shares or other capital (inclusive of share options); (xviii) change in the auditors and secretary; (xix) related party transactions; (xx) any agreement relating to the business in which a director or shareholder has a direct or indirect interest; (xxi) any call as well as the extent of such call on the shareholders in respect of the partly paid-up shares; (xxii) the provision of shareholder advances; (xxiii) any amendment and termination of the O&M agreement, except in case of termination for a material breach; (xxiv) change of the domicile of MSCL; (xxv) the liquidation, winding-up or dissolution of MSCL; (xxvi) an amalgamation, merger, demerger or similar operation; (xxvii) sale or other disposition of shares in any company in which the MSCL holds shares; (xxviii) the appointment of any committee of the directors or shareholders or any local board or delegation of any of the powers of the directors to such committee or local board; (xxix) issue of any debentures or other securities convertible into shares or debentures of MSCL or any share warrants; (xxx) the creation of any encumbrance over the assets, rights, revenues, undertaking or goodwill of MSCL; (xxxi) the formation or acquisition of any subsidiary; (xxxii) any material change in the nature of the business; (xxxiii) the commencement of any litigation or arbitration or settlement of any disputes other than routine debt collection; (xxxiv) the factoring or assignment of any of MSCL’s bank debts; (xxxv) making any claim, disclaimer, surrender, election or consent of a material nature for tax purposes; (xxxvi) changing the accounting reference date or accounting policies; (xxxvii) incurring any expenditure on any matter in excess of 20% of the relevant provision in the annual budget for the relevant financial year or the most recent previously approved budget; and (xxxviii) entering into any agreement not on bona fide arms’ length terms or any agreement with any director, shareholder or any affiliate of a shareholder. Transfer restrictions. For a period of three years from date on which the conditions precedent specified in the MSCL Shareholders Agreement are fulfilled, neither shareholder nor its affiliates shall assign, transfer, exchange or encumber or agree assign, transfer, exchange or encumber its shares, unless otherwise agreed in writing by the other shareholder. A party may transfer all or any of its shares to its affiliates, subject to such affiliate transferring its shares to the relevant transferring shareholder if it ceases to be an affiliate. After the expiry of the lock-in period, if a party (the “selling party”) wishes to transfer all or some of its shares in MSCL, it shall first notify the other party (the “continuing party”). The continuing party shall have the right to purchase such shares within 30 days from the date of receipt of the notice at a price based on the fair value of MSCL as determined by any of the specified accountancy firms. If the continuing party fails to acquire the shares within the specified period, the selling party shall have the right to sell the shares to a third party provided that (i) the third party executes a deed of adherence; (ii) the transfer is made on such terms, including price, no more favorable than those offered to the continuing party; (iii) the third party assumes the obligations of the selling party; and (iv) the third party shall not be a direct or indirect competitor of FHIL or its affiliates. If a party (the “first party”) receives a bona fide offer from a third party to purchase the first party’s shares in the company at an offer price, the first party shall be obliged to notify the other party (the “second party”) in writing of the offer received from the third party and first offer such shares for sale to the second party at the purchase price and on the same terms offered by the third party. The sale and purchase shall be completed within 30 days from the date of receipt of the notice from the first party. If the second party fails to acquire the shares within the specified time period, the first party shall have the right to sell the shares to the second party, subject to the second party’s tag-along rights described below. Tag-along rights. The first party shall give the second party the option to tag-along with the first party by way of a notice. The second party shall have 30 days to accept or reject the tag-along offer. The option to tag-along with the first party shall be either by offering to sell such number of shares as are proposed to be sold by the first party

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or all the shares held by the second company in MSCL, and the first party shall procure that the third party purchases such shares. The sale shall be completed within 15 days from the date on which the first party communicate acceptance of the tag-along option to the second party. If the second party does not exercise its tag-along right within 30 days from the receipt of the notice from the first party or declines to participate in the sale to the third party, the first party may proceed to transfer its shares to the third party, provided that (i) the third party executes a deed of adherence; (ii) the transfer is made on the same terms, including price; and (iii) the third party shall not be a direct or indirect competitor of FHIL or its affiliates. Term. The MSCL Shareholders Agreement shall come into force on the satisfaction of the specified conditions precedent and remain valid until terminated in accordance with its terms. Termination. The MSCL Shareholders Agreement may be terminated (i) by the non-defaulting party, upon a default by a party or its affiliates in the performance of any obligations or warranties under the MSCL Shareholders Agreement, which if capable of being remedied, is not remedied within a period of 45 days from the date such default is brought to the notice of the defaulting party by the non-defaulting party; (ii) by the other party, if the shares held by a party or its affiliates are attached by a third party creditor or any statutory or regulatory authority or any court and such attachment is not remedied within 90 days from the date of attachment; (iii) by the other party, in the event that a party becomes insolvent or initiates proceedings to have it wound up; (iv) in the event that the shareholding of FHIL or Novelife falls below 10% of the paid-up capital of MSCL; or (v) in the event that FHIL and Novelife mutually agree in writing. Upon termination, the parties shall change the name of the hospital and remove references to “Fortis”, unless otherwise agreed by FHIL. Deadlock resolution. If there is a deadlock on any reserved matter, the parties shall negotiate in good faith to reach a joint decision within 30 days from the date of deadlock. If the deadlock persists, each party shall have a further 10 day period to propose a solution in good faith in writing, to which the other party shall be obliged to respond within 10 days. If the parties are unable to resolve the deadlock, the matter may be referred by the parties to their respective managing directors or chief executive officers, who shall make best efforts to resolve the matter within 15 days. If the matter still remains deadlocked, either party may serve a notice on the other party offering either to sell all (but not some only) of its shares in MSCL at a specified price or to purchase all (but not some only) of the other party’s shares at a specified price. Such sale or purchase of shares shall be completed within 21 days of the receipt of the notice from the party accepting the offer to purchase or sell the shares. If no counter notice is received, the offer shall be deemed to have been accepted. Negative pledge. Each shareholder undertakes not to create or permit any encumbrance on the shares held by it or rights in connection with the shares held by it or any claims or rights against MSCL by a third party, without the prior written consent of the other shareholders. Dispute resolution. The parties shall use their best efforts to amicably settle any dispute in connection with the MSCL Shareholders Agreement. If the dispute cannot be settled within 30 days after a request by a party for amicable settlement, the dispute shall be referred to arbitration in Mauritius under the International Chambers of Commerce Rules. Governing law. The MSCL Shareholders Agreement shall be governed by the laws of Mauritius. Operation and Management Agreements The Company and certain Subsidiaries have entered into various exclusive O&M agreements with hospitals and clinics, to provide services for the operation, management and marketing the services of the medical and healthcare facilities at the respective hospitals and clinics. Pursuant to the terms of the O&M agreements, the Company or its Subsidiaries (as relevant) typically has the right to, among other things, select and install new technologies, manage the operations and infrastructure, appoint and terminate the services of employees and key persons and determine the usage of equipment and has the authority to make day to day decisions with respect to the O&M services. The details of the O&M agreements are as follows:

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a. With R.B. Seth Jessa Ram and Bros. Charitable Hospital Trust for the Jessa Ram Hospital

The Company has entered into an exclusive O&M agreement dated October 29, 2003 with R.B. Seth Jessa Ram and Bros. Charitable Hospital Trust (the “Jessa Ram Trust”) with respect to the Jessa Ram Hospital. Scope. The agreement is for: (i) the provision of services for the operation, maintenance and management; (ii) installation of technical upgrades and enhancements to the medical facilities; (iii) other operating facilities and infrastructure; (iv) identifying employees and other personnel; and (vi) other ancillary issues in connection with the objectives set out above. The Company shall have the right to appoint the administrative superintendent and other personnel who shall be responsible for the provision of day to day O&M services. The Company shall also have the right to appoint the medical superintendent, the surgeon-in-charge and other personnel. The Company shall provide the O&M services either through its employees or through sub-contractors or vendors. The Company shall also have the right to provide allied services on the hospital premises, such as for banking, a canteen and a pharmacy. Management fee. The Jessa Ram Trust shall pay to the Company a specified percentage of the hospital’s gross billing as per the audited accounts of the Jessa Ram Hospital. If in any financial year, the audited accounts show a net cash loss, the management fee payable to the Company shall be reduced by an amount equivalent to such net cash loss. The Company shall be paid the management fee every month, subject to any adjustment based on the audited accounts, and any difference shall be paid to or received from the Jessa Ram Trust upon the finalization of the audited accounts. Term. The agreement shall be valid for a period of 20 years and shall stand automatically renewed for a further period of 20 years, unless terminated earlier in accordance with the agreement. Termination. The agreement may be terminated by the Company by providing three months written notice to the Jessa Ram Trust. All the representations and warranties of the parties shall survive for a period of three years from the termination of this agreement and each party shall indemnify the other party from any actual losses, damage, liability, penalty, cost or expenses suffered or incurred by a party resulting from a breach by the other party of any representation or warranty, covenant, undertaking or obligation under the agreement, provided that the claim for breach is brought within the period specified under law. Limitation of liability. Neither party is liable to the other for any consequential, indirect, special, economic, incidental or collateral loss, including loss of profits, goodwill, bargain or opportunities, or loss or corruption of data, or of anticipated savings or business, whether arising out of claims for breach of warranty, breach of contract, late delivery, negligence, strict liability in tort or otherwise, or relating to any failure to supply or delay in supplying the services contemplated under this agreement. Governing law and jurisdiction. The agreement shall be governed by the laws of India and shall be subject to the jurisdiction of the courts at New Delhi. b. With LHPL for the Fortis Hospital Seshadripuram

The Company has entered into an exclusive O&M agreement with LHPL and its promoter directors, Dr. Lakshmi Narayana Raju and Dr. Mohan Keshavamurthy, on June 7, 2008 to operate, manage and market the services of the Fortis Hospital Seshadripuram. Scope. The operation and management of services by the Company includes (i) the preparation of detailed marketing plans, in consultation with the promoter directors; (ii) critical review of the existing business model and changes in such business model to attain business viability; (iii) assistance in the selection and installation of new technology and systems and enhancement of medical facilities; (iv) managing operations and infrastructure, including purchase and payment of expenses for the day to day operations; and (v) identifying, employing, recruiting and terminating the services of the employees, officials, doctors on empanelment, medical and other general personnel. Rights and obligations of the Company. The Company shall grant LHPL a limited, non-exclusive, royalty free, non-transferable right and sub license to use the brand name and logo “Fortis” for purposes of co-branding in

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accordance with the name user agreement. The Company and its affiliates shall have the right of first refusal to undertake any O&M services in any new hospital or clinic to be developed by LHPL, its affiliates or its promoter directors. If the Company fails to accept the offer within 30 days of the receipt of a notice from LHPL, LHPL shall be free to offer the opportunity to any third party on no more favorable terms. LHPL shall also provide the Company and its affiliates the right of first refusal to provide outsourcing services, including in respect of pharmacy and laboratory services. Subject to the Company’s right of first refusal, any medical or non-medical services outsourced to third parties shall be on the terms and conditions previously approved by the Company in writing and LHPL shall procure that such third party shall comply with the rules to be established by the Company for such shops or outsourced units. The Company shall specify the scope, powers, membership and terms of the hospital advisory committee, in consultation with the board or managing director and chief executive officer of LHPL. The Company shall also, in consultation with the hospital advisory committee, depute the chief operating officer, the finance head and the marketing head. The Company and its affiliates shall be indemnified by LHPL against any losses, damages, costs, charges and expenses in connection with any suit, application, complaint or other legal proceedings filed by any person in respect of any matter relating to the Fortis Hospital Seshadripuram. Management fee and other payments. LHPL shall pay the Company a monthly management fee which shall be the higher of (i) a specified percentage of the gross revenues derived from operating and managing the Fortis Hospital Seshadripuram, whether booked under LHPL or any outsourced entity, and (ii) a fixed specified amount. The percentage of the gross revenues shall increase by 1% each year for the first three years of the term of this agreement. The monthly payments of management fee will be subject to adjustments upon computation of the audited accounts of LHPL at the end of each accounting year, such that the Company receives the specified percentage of the annual gross revenue. In addition to the management fee, the Company shall be entitled to a specified annual payment, payable in monthly installments, throughout the term of this agreement. LHPL shall also reimburse the Company for (i) all expenses, which are approved by the chief operating officer, incurred by the Company in performing the O&M services and (ii) all costs, which are approved by the hospital advisory committee, incurred by the Company in respect of salaries, perquisites, and other employment benefits of the deputed personnel. Term. This agreement shall commence from the date on which the conditions precedent are fulfilled and shall be valid for a period of 10 years or until IHL holds 76% or more in the share capital of LHPL, whichever is later. Termination. This agreement may be terminated by either party by giving a notice of 30 days upon (i) the commencement of winding up of the party or the appointment of a receiver of any of the assets of the other party, (ii) the other party seeking any reorganization or other relief or arrangement under any laws relating to insolvency or industrial sickness, or (iii) if an event of force majeure continues for a continuous period of six months. The Company has the right to terminate this agreement by giving a written notice of 30 days to LHPL if (i) LHPL fails to perform its obligations under this agreement or defaults on any condition of any lease, mortgage, deed or other agreement involving any immovable property or high value medical equipment of the Fortis Hospital Seshadripuram, or (ii) LHPL uses the “Fortis” name and/or the logo in violation of the provisions of this agreement. Upon the termination of this agreement, the name user agreement shall also terminate. In the event that this agreement is terminated by the Company for use of the intellectual property by LHPL or its affiliates in violation of this agreement or the name user agreement, the Company shall be entitled to claim liquidated damages of Rs.5 million. The Company shall provide transition management services for a period of 60 days from the effective date of the termination to enable LHPL to efficiently transfer the operation and management of the Fortis Hospital Seshadripuram to itself or to such persons as it may deem fit. The Company shall be entitled to management fee and additional payments in respect of the transitional services. Dispute resolution. The parties shall endeavor to settle all disputes in relation to this agreement by mutual conciliation. Any dispute shall be finally settled under the Arbitration and Conciliation Act, 1996 or such other rules as the parties may mutually agree, by three arbitrators. Unless the parties agree otherwise, each of the Company and LHPL shall appoint one arbitrator and the arbitrators so appointed shall be entitled to appoint the third arbitrator. Governing law and jurisdiction. This agreement shall be governed by the laws of India and the courts in New Delhi shall have exclusive jurisdiction.

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c. With MSCL for Fortis Clinique Darné

FHIL has entered into an exclusive O&M agreement dated December 10, 2008, with MSCL to operate, manage and market the services of Fortis Clinique Darné. Scope. The operation and management of services by the Company includes (i) the preparation of detailed marketing plans, in consultation with the MSCL; (ii) critical review of the existing business model and changes in such business model to attain business viability; (iii) assistance in placing clinicians and other technical staff; (iv) assistance in the selection and installation of new technology and systems and enhancement of medical facilities; (v) selecting and finalizing additional specialties; (vi) analyzing and suggesting the level of tertiary healthcare to be provided to the patients; (vii) managing operations and infrastructure; (viii) equipment planning for existing and new specialties; (ix) identifying, employing, recruiting and terminating the services of the employees, officials, doctors on empanelment, medical and other general personnel; (x) assistance in implementing the requisite systems and standard operating procedures at Fortis Clinique Darné; and (xi) providing any other necessary service for the proper administration of Fortis Clinique Darné. Rights and obligations of the Company. MSCL shall grant FHIL and its affiliates a right of first refusal to undertake O&M services in any new hospitals or clinic developed by MSCL or its affiliates. If FHIL fails to communicate its acceptance of the offer within 30 days of receipt of the notice of offer, MSCL shall be free to offer the opportunity to a third party on no more favorable terms than those offered to FHIL. FHIL shall not, without the prior approval of the board of MSCL, incur any capital expenditure aggregating MUR1 million, which is not within the annual budget for the relevant financial year. FHIL shall grant MSCL a limited, non-exclusive, royalty free, non-transferable right and sub license to use the brand name and logo “Fortis” for purposes of co-branding in accordance with the name user agreement. The scope, powers, membership and terms of the hospital advisory committee shall be specified by FHIL, subject to the approval of the board of MSCL. FHIL shall, in consultation with the hospital advisory committee, depute the chief operating officer, the finance head and the marketing head. The composition of the hospital advisory committee shall not be changed without the written consent of FHIL. From the date on which the conditions precedent under this agreement are fulfilled, MSCL shall not outsource any element of the business to any other person or involve any of its associates, subsidiaries or sister concerns in the operation of Fortis Clinique Darné without the prior written approval of FHIL. FHIL and its affiliates shall be indemnified by MSCL against any losses, damages, costs, charges and expenses in connection with any suit, application, complaint or other legal proceedings or suit filed by any person in respect of any matter relating to Fortis Clinique Darné. Management fee and other payments. MSCL shall pay to FHIL a specified monthly management fee, which is a percentage of the gross revenues derived from Fortis Clinique Darné, whether booked under MSCL or an outsourced entity. The management fee shall be an increased percentage of the gross revenues with effect from July 1, 2010. An incentive fee, which is a percentage of the EBITDA of MSCL shall also be paid to FHIL. The incentive fee will be calculated in accordance with the terms of this agreement, and varies during the periods up to June 30, 2009; from July 1, 2009 to June 30, 2011; and from July 1, 2011 onwards. The monthly payments of management fee will be subject to adjustments upon computation of the audited accounts of MSCL at the end of each accounting year, such that FHIL receives the specified percentage of the gross revenue. If MSCL delays in making any payments to FHIL, FHIL will be entitled to interest on such delayed payments at the Mauritius Commercial Bank prime lending rate plus 2% p.a. from the date the payment became due until the date of complete payment. MSCL shall also pay all the costs and expenses incurred by FHIL in respect of the employees of FHIL or its affiliates who may be recommended by the chief operating officer to visit Fortis Clinique Darné to provide assistance in certain specific areas. Term. The term of this agreement is 10 years from the date on which the conditions precedent under the agreement are fulfilled. Thereafter, the agreement may be renewed on mutually acceptable terms. Termination. This agreement may be terminated by either party if (i) the other party becomes insolvent, ceases operations, files for bankruptcy, appoints receivers or enters into an arrangement for the benefit of its creditors; (ii) a force majeure event continues for a continuous period of six months; (iii) there is a material breach by the other party of any of the terms of this agreement, which has not been cured within the time period specified in the notice to the defaulting party (not being less than 45 days); or (iv) the shareholding of FHIL or its affiliates

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reduces below 10% of the share capital of MSCL, in which case the terminating party shall give a notice of six months to the other party. Governing law. This agreement shall be governed by the laws of Mauritius. Dispute resolution. The parties shall use their best efforts to amicably settle any dispute arising out of this agreement. If such dispute cannot be settled within 30 days after receipt by a party of a request for amicable settlement, the parties shall refer the dispute to arbitration in Mauritius under the International Chambers of Commerce Rules. d. With SMPL for Fortis La Femme

The Company has entered into an exclusive O&M agreement dated January 3, 2006 with SMPL to operate, manage and market the services of Fortis La Femme. Scope. The operation and management of services by the Company includes (i) the preparation of detailed marketing plans; (ii) critical review of the existing business model and changes in such business model to attain business viability; (iii) operation, management and marketing of services; (iv) managing operations and infrastructure, including purchase and payment of expenses for the day to day operations; (v) identifying, employing and terminating the services of the employees, officials, doctors on empanelment, medical and other general personnel; and (vi) presenting a three-year business plan and annual budget to the board of SMPL. Rights and obligations of the Company. Any decision pertaining to Fortis La Femme will be with the consent of the nominee of the Company on the board of SMPL. The procedures and treatments that cannot be performed at Fortis La Femme shall be referred to the Company or its affiliates. The Company and its affiliates shall have the right of first refusal to provide outsourcing services, such as pharmacy and laboratory services. SMPL shall grant the Company and its affiliates a right of first refusal to undertake O&M services in any new hospital or clinic developed by SMPL or its affiliates. If the Company fails to communicate its acceptance of the offer within 30 days of receipt of the notice of offer, SMPL shall be free to offer the opportunity to a third party on no more favorable terms than those offered to the Company. The composition of the hospital advisory committee shall not be changed without the written consent of the Company and SMPL. The Company, in consultation with the hospital advisory committee, shall have the right to terminate, renew or alter the contracts regarding the facilities being provided at Fortis La Femme. The scope, powers, membership and terms of the hospital advisory committee will be specified by the Company, in consultation with the managing director, chief operating officer or board of SMPL. The Company shall, in consultation with the hospital advisory committee, depute and second the chief operating officer, the finance head and the marketing head. The Company shall grant to SMPL a limited, non-exclusive, royalty free, non-transferable right and license to use the brand name “Fortis” for purposes of co-branding in accordance with the name user agreement. Management fee and other payments. The Company shall be paid a specified percentage of the gross revenues when either (i) the gross revenue from all child birth and related services is equal to or greater than a certain specified amount or (ii) in the event that the doctors’ engagement model is changed. If the gross revenue from child birth and related services is less than above mentioned specified amount in certain months, the management fee shall be a specified percentage of the net revenues for the relevant months. In respect of services other than child birth related services, the management fee shall be a specified percentage of the gross revenues payable on a monthly basis. If SMPL runs the pharmacy in Fortis La Femme on its own, then a specified percentage of the gross revenue from the pharmacy operations shall be payable to the Company. The monthly payments of management fee will be subject to adjustments upon computation of the audited accounts of SMPL at the end of each accounting year, such that the Company receives the specified percentage of the annual gross or net revenue, as applicable. If SMPL delays in making any payments to the Company, the Company will be entitled to interest on such delayed payments at the rate of 18% p.a. from the date the payment became due until the date of complete payment. SMPL shall also reimburse the Company in performing the O&M services, provided that such costs are approved by the chief operating officer and the costs incurred by the Company in respect of the salaries, perquisites and other employment benefits of the seconded employees.

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Term. The agreement shall be for a period of 10 years from the date of execution of this agreement or the fulfillment of all the conditions precedent, whichever is later. Unless terminated earlier in accordance with its terms, the agreement shall stand automatically renewed for a further period of five years. Termination. This agreement may be terminated by either party for reasons other than a material breach by first approaching the other party to discuss and resolve the reason for the proposed termination. If the parties are unable to resolve the issue within 45 days from the commencement of discussions, the agreement may be terminated forthwith. In case of a material breach, either party may terminate this agreement if the breach specified in the notice of termination is not explained or rectified within 90 days of the date of receipt of the notice. Either party may also terminate this agreement if a force majeure event continues for a continuous period of six months. Upon a termination of this agreement, the Company may at its discretion, terminate the name user agreement and/or the Sunrise Shareholders Agreement. The Company shall assist SMPL in smooth transition of the O&M arrangement to any person or entity nominated by SMPL and shall remove all the seconded personnel. In the event that this agreement is terminated by the Company for use of the intellectual property by SMPL or its affiliates in violation of this agreement or the name user agreement, the Company shall be entitled to claim liquidated damages of Rs.5 million. Indemnification. SMPL shall keep the Company indemnified from and against all costs, charges, expenses, losses and damages in connection with any suits, proceedings or complaints against the Company or its directors or officers in respect of any negligence, act or omission on the part of its employees or matters relating to Fortis La Femme. The Company’s aggregate liability in a financial year for any breach of this agreement shall not exceed 100% of the management fee paid to the Company is the preceding 12 months. Governing law. This agreement shall be governed by the laws of India. Dispute Resolution. The parties shall endeavor to settle any dispute in connection with this agreement by mutual conciliation. Any dispute which cannot be so resolved within 90 days or such extended period as the parties may agree, shall be finally settled under the Arbitration and Conciliation Act, 1996, by three arbitrators, with the Company and SMPL each appointing one arbitrator. e. With Flt. Lt. Rajan Dhall Charitable Trust for the Fortis Flt. Lt. Rajan Dhall Hospital

FHTL has entered into an agreement dated May 12, 2005 with Flt. Lt. Rajan Dhall Charitable Trust (the “Dhall Society”) and Vaitalik, a registered society to provide services for building, managing, maintaining and running Fortis Flt. Lt. Rajan Dhall Hospital at Vasant Kunj (the “Rajan Dhall Hospital”). Consideration. Pursuant to this agreement, FHTL has paid Vaitalik an amount of Rs.350 million. Scope. From the date of this agreement, FHTL has the right to manage and run the Rajan Dhall Hospital on the land belonging to Dhall Society and shall be entitled to a significant percentage of the operating surplus of the Rajan Dhall Hospital. FHTL’s obligations under this agreement are to (i) arrange funds; (ii) modify and improve the building as it deems fit; (iii) maintain the building in good condition; (iv) oversee the day to day operations along with the management team; (v) engage the best available medical experts, doctors, paramedical staff and other employees; (vi) train medical, paramedical and other staff; (vii) purchase, lease or license medical equipment and machines; (viii) install temporary or permanent fixtures in the building; and (ix) carry out other activities necessary or incidental to building, managing and running the Rajan Dhall Hospital. Liability. FHTL shall be responsible and liable for any civil and/or financial liability arising out of any financial, contractual or other dealings which FHTL may have with any third party, even if it is for the purpose of building, managing and running the Rajan Dhall Hospital and FHTL shall indemnify the Dhall Society from any financial or civil liability fastened on it as a result of FHTL’s activity. The Dhall Society shall be liable to FHTL for loss and damages towards its investments, goodwill and reputation caused by any act of the Dhall Society. The Dhall Society shall not be financially liable in respect of any civil or criminal liability of FHTL to any third party. Termination. Each of the Dhall Society and FHTL shall have the right to terminate this agreement only upon a breach of any obligation by the other party, if such party fails to explain the breach within 15 days from the date of receipt of the notice alleging the breach. Upon termination of this agreement or if the agreement is declared

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unenforceable or if the rights of FHTL to run the Rajan Dhall Hospital and the right of FHTL to share in the operating surplus of the Rajan Dhall Hospital cannot be exercised, the Dhall Society shall repay the entire amount spent by FHTL in developing the Rajan Dhall Hospital, including the amount paid by FHTL to Vaitalik, along with interest at the rate of 12% p.a. and also deliver all goods, equipment, properties and assets in use in the Rajan Dhall Hospital to FHTL. Liquidated damages. In the event of any breach by the Dhall Society or FHTL of any obligation under this agreement, the other party may recover liquidated damages in an amount of Rs.600 million from the defaulting party. Dispute resolution. The parties shall hold conciliation proceedings to resolve any dispute under this agreement. If the dispute is not resolved within seven days of the reference of the dispute to conciliation, the dispute shall be referred to a sole arbitrator, appointed by the Dhall Society and FHTL, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. In the event that the parties fail to agree upon the sole arbitrator, the arbitrator shall be appointed by a court of competent jurisdiction. The arbitration shall be held in New Delhi. Jurisdiction. The courts in New Delhi shall have exclusive jurisdiction. f. With the Ram Niwas Modi Charitable Society for the Fortis Modi Hospital

The Company entered into an exclusive O&M agreement dated February 2, 2009 with Ram Niwas Modi Charitable Society (“RNMCS”) to operate, manage and market the services of the Fortis Modi Hospital, Kota, Rajasthan. Scope. The operation and management of services by the Company includes (i) the preparation of detailed marketing plans; (ii) critical review of the existing business model and changes in such business model to attain business viability; (iii) assistance in the selection and installation of new technology and systems and enhancement of medical facilities; (iv) managing operations and infrastructure, including purchase and payment of expenses for the day to day operations; and (v) identifying, employing, recruiting and terminating the services of the employees, officials, doctors on empanelment, medical and other general personnel. Rights and obligations of the Company. The Company shall grant RNMCS a limited, non-exclusive, royalty free, non-transferable right and sub license to use the brand name and logo “Fortis” for purposes of co-branding in accordance with the name user agreement. The Company and its affiliates shall have the right of first refusal to undertake any O&M services in any new hospital or clinic to be developed by RNMCS. If the Company fails to accept the offer within 30 days of the receipt of a notice from RNMCS, RNMCS shall be free to offer the opportunity to any third party on no more favorable terms. RNMCS shall also provide the Company and its affiliates the right of first refusal to provide outsourcing services, such as pharmacy and laboratory services. Subject to the Company’s right of first refusal, any medical or non-medical services outsourced to third parties shall be on the terms and conditions previously approved by the Company in writing and RNMCS shall procure that such third party shall comply with the rules to be established by the Company for such shops or outsourced units. The Company shall specify the scope, powers, membership and terms of the hospital advisory committee, in consultation with the president of RNMCS. The Company shall also, in consultation with the hospital advisory committee, depute the chief operating officer, the finance head, the marketing head and any other persons as mutually agreed by the Company and RNMCS. The Company and its affiliates shall be indemnified by RNMCS against any losses, damages, costs, charges and expenses in connection with any suit, application, complaint or other legal proceedings filed by any person in respect of any matter relating to the Fortis Modi Hospital. Management fee and other payments. RNMCS shall pay the Company a management fee on a quarterly basis which shall be computed as follows: (i) for the first year commencing from the date on which all the conditions precedent are fulfilled, a specified percentage of the gross revenues derived from operating and managing the Fortis Modi Hospital, whether booked under RNMCS or any outsourced entity; (ii) from the expiry of the first year until the expiry of the second year from the from the date on which all the conditions precedent are fulfilled, a specified percentage of the gross revenues or a fixed specified amount, whichever is higher; (iii) from the expiry of the second year until the expiry of the fourth year from the from the date on which all the conditions precedent are fulfilled, an increased percentage of the gross revenues or a fixed specified amount, whichever is higher; and (iv) from the expiry of the fourth year until the expiry of the term of this agreement, a further increased percentage

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of the gross revenues or a fixed specified amount, whichever is higher. RNMCS shall also reimburse the Company for (i) all expenses, which are approved by the chief operating officer, incurred by the Company in performing the O&M services and (ii) all costs, which are approved by the hospital advisory committee, incurred by the Company in respect of salaries, perquisites, and other employment benefits of the deputed personnel. If RNMCS delays in making any payments to the Company, the Company will be entitled to interest on such delayed payments at the rate of 24% p.a. from the date the payment became due until the date of complete payment. Term. Unless terminated earlier in accordance with its terms, this agreement shall commence from the date on which the conditions precedent are fulfilled and shall be valid for a period of five years. The term shall be extended for an additional period of five years by mutual discussion. Termination. This agreement may be terminated by either party by giving a notice of 30 days upon (i) the commencement of winding up of the party or the appointment of a receiver of any of the assets of the other party or closure of operations of RNMCS or the Company, (ii) the other party seeking any reorganization or other relief or arrangement under any laws relating to insolvency or industrial sickness, or (iii) if an event of force majeure continues for a continuous period of six months. The Company has the right to terminate this agreement by giving a written notice of 30 days to RNMCS if (i) RNMCS fails to perform its obligations under this agreement or defaults on any condition of any lease, mortgage, deed or other agreement involving any immovable property or high value medical equipment, or (ii) RNMCS uses the name “Fortis” and/or the logo in violation of the provisions of this agreement or the name user agreement, or (iii) RNMCS is in material breach of the terms of this agreement Upon the termination of this agreement, the name user agreement shall also terminate. In the event that this agreement is terminated by the Company for use of the intellectual property by RNMCS or its affiliates in violation of this agreement or the name user agreement, the Company shall be entitled to claim liquidated damages of Rs.5 million. The Company shall provide transition management services for a period of 60 days from the effective date of the termination to enable RNMCS to efficiently transfer the operation and management of the Fortis Modi Hospital to itself or to such person as it may deem fit. The Company shall be entitled to management fees in respect of the transitional services. Dispute resolution. The parties shall endeavor to settle all disputes in relation to this agreement by mutual conciliation. Any dispute shall be finally settled under the Arbitration and Conciliation Act, 1996 or such other rules as the parties may mutually agree, by three arbitrators. Unless the parties agree otherwise, each of the Company and RNMCS shall appoint one arbitrator and the arbitrators so appointed shall be entitled to appoint the third arbitrator. The arbitration proceedings shall be conducted in New Delhi. Governing law and jurisdiction. This agreement shall be governed by the laws of India and the courts in New Delhi shall have exclusive jurisdiction.

g. With the Government of Chhattisgarh for the heart command center at JNM Memorial College, Raipur

EHIRCL entered into an agreement dated August 29, 2002, with the Government of Chhattisgarh, pursuant to which the Government of Chhattisgarh has granted EHIRCL the right and license to manage and operate a heart command center within the campus of Pt. JNM Memorial College, Raipur, Chhattisgarh, for a period of five years, renewable by mutual consent of the parties for a further period of five years. Rights and obligations of the parties. Under the terms of this agreement, the Government of Chhattisgarh shall provide all medical equipment and supporting infrastructure at its cost, and EHIRCL shall manage the heart command center. Under the terms of the agreement, the Government of Chhattisgarh shall provide the required utilities and services such as water supply, electricity and waste management, the cost of which shall be charged to the heart command center. If the services provided by the Government of Chhattisgarh are not found suitable, EHIRCL shall be free to outsource such services. EHRICL shall recruit all the staff required to carry on the operations of the heart command center, who shall be employees or consultants of EHIRCL, and EHIRCL shall be solely responsible for payment of their salaries, wages and other benefits. EHIRCL shall, at its own cost, make arrangements to procure medicines, surgical materials and other consumables required to carry on the operations of the heart command center. EHIRCL shall be fully responsible for maintaining the quality and standard of service at the heart command center and shall be responsible for any legal actions instituted or claims made in relation to the heart command center. EHIRCL shall give a 15% discount on its list rates for services rendered to

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employees of the Government of Chhattisgarh. However, this discount shall not be applicable to certain specified medicines, consumables and disposables supplied to such patients. EHIRCL shall provide practical training to doctors and employees of the Government of Chhattisgarh, the cost of which shall be borne by the Government of Chhattisgarh. EHIRCL shall also provide access to the students of Pt. JNM Medical College for education and practical training purposes. EHIRCL shall have the complete freedom to carry on the operations of the heart command center, including in respect of fixing tariffs, without reference to or interference by, the Government of Chhattisgarh. EHIRCL shall be entitled to bill and collect in its own name, fees for services rendered and medicines, food and other materials supplied to patients. All profits and losses from the management of the heart command center shall be to the account of EHIRCL. EHIRCL shall also make available without charge, 15% of the beds at the heart command center to patients who are below the poverty line and have been referred by the Government of Chhattisgarh. However, the costs of such patient’s medicines, consumables and disposables as specified in the agreement, shall be borne either by the Government of Chhattisgarh, or the patient himself, as the Government of Chhattisgarh may specify in each case. The Government of Chhattisgarh had deposited an amount of Rs.55 million in a separate bank account for the implementation of the project, including for the renovation, capital expenditure and working capital requirements of the heart command center, which has been utilized. In terms of this agreement, the parties were required to constitute an advisory committee comprising a minimum of six and a maximum of 12 members, with an equal number of representatives of each party and the Chief Minister of the Government of Chhattisgarh as its chairman. An advisory committee, comprising an equal number of members from each party, has been constituted to replace the abovementioned committee to facilitate the management and operations of the heart command center, improve the quality standards of patient care, ensure adherence to contractual obligations for below the poverty line patients and State Government employees, start new medical programs, training programs and any other support to upgrade the level of services offered by the heart command center. The Director, Medical Education, Government of Chhattisgarh is the chairman of the advisory committee. Termination. Either party may terminate the agreement by giving a six months notice, in writing, to the other party. Dispute resolution. Any dispute in connection with this agreement shall be referred to the advisory committee for resolution. If the dispute is not settled within 30 days of the reference of the dispute to the advisory committee, it shall be resolved by arbitration in New Delhi in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Pursuant to an amendment agreement dated March 27, 2003, EHIRCL shall provide services to the Government of Chhattisgarh to expand the scope of the facilities to be provided at the heart command center. The Government of Chhattisgarh shall, at its cost, provide all medical equipment, basic and supporting infrastructure and facilities to establish a cardiac surgical center, including a 10 bedded, post-operative recovery ward and a 25 bed step-down facility dedicated to providing cardiac care. EHIRCL shall assist the Government of Chhattisgarh in relation to setting-up and operating the additional facilities. The project cost of the additional facilities was Rs.60 million and has been utilized exclusively for the implementation of the project. All other provisions in the agreement dated August 29, 2002, shall apply mutatis mutandis to this agreement, except the provisions relating to discounts for medicines, consumables and disposables supplied to patients by EHIRCL at the expanded facilities. EHIRCL and the Government of Chhattisgarh entered into a renewal agreement dated October 30, 2007 to extend the term of agreement dated August 29, 2002 and to enhance the scope of the medical program. The term was extended for a period of 10 years with effect from November 1, 2007 and may be extended further by mutual consent of the parties. It was also agreed that the scope of the existing services shall be expanded to include clinical services in related specialties like diabetes and metabolic diseases, nephrology, vascular surgery and cardio pulmonary disease. The Government of Chhattisgarh has also permitted EHIRCL to provide in-house facilities such as, pathology lab, radiology and blood storage in the heart command center, for which EHIRCL has submitted a proposal of Rs.52.7 million on March 8, 2008. Further, the Government of Chhattisgarh shall, at its cost, renovate and repair the existing building and building services and provide replacement and upgradation of the critical care equipment and cath lab. EHIRCL shall reserve 25% of the total bed strength and run two hours of free OPD consultation services, on alternate days, for patients who are below the poverty line and have been referred by the Director, Medical Education, Government of Chhattisgarh on behalf of the Government of Chhattisgarh. However, the cost of the medicines, consumables and disposables in providing such treatment shall be paid by the Government of Chhattisgarh to EHIRCL. From time to time, EHIRCL shall also provide inpatient

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treatment to employees of the Government of Chhattisgarh, at the Central Government Health Scheme rates applicable in Raipur. h. With The Diabetic Association of India and the All India Institute of Diabetes for the S.L. Raheja

Hospital, Mumbai

The Company has entered into an exclusive O&M agreement dated April 2, 2009 with The Diabetic Association of India (“DAI”) and the All India Institute of Diabetes (“AIID”) with respect to the S.L. Raheja Hospital. Rights and obligations of the Company. Under this agreement, the obligations of the Company include the following: (i) managing, administering and operating the hospital as a going concern; (ii) making payments in respect of water, electricity and other dues from the designated hospital expense account; (iii) maintaining and keeping valid all necessary approvals; (iv) evaluating and outsourcing the support functions of the hospital, such as canteen, security and housekeeping; (v) making payments to the relevant government authorities of applicable taxes and duties; (vi) purchase of inventories and equipment as may be necessary or required for efficiently running and managing the hospital; (vii) formulating a budget for each financial year, in consultation with DAI/AIID; (viii) deputing the chief executive officer and the chief financial officer of the hospital; (ix) selection and recruitment of staff and fixation of the emoluments of all employees of the hospital; (x) ensuring compliance with the terms and conditions imposed by the charity commissioner; (xi) preparation of, and contracting for, advertising and promotional programs for the hospital; (xii) installing permanent or structural fixtures as may be necessary to operate the hospital; (xiii) maintaining adequate insurance policies; (xiv) ensuring that the gross revenues generated by the hospital are credited to the designated hospital revenue account; (xv) submitting monthly income and financial statements to AIID; and (xvi) making best efforts to ensure that the bad debts of the hospital do not exceed an amount equivalent to 0.5% of the gross revenues in any financial year. Further, the Company is under an obligation not to undertake any services similar to the O&M services or provide any facilities similar to the facilities offered by the hospital either for Hinduja Hospital (Mahim) or Lilavati Hospital (Bandra) and is prohibited from establishing a greenfield project in any location within a three kilometer radius of the hospital, without the prior written consent of the executive council of AIID. The Company has also undertaken not to enter into any business relationship with any related parties in connection with the operation and management of the hospital or the provision of O&M services without the prior consent of the executive council of AIID, and subject to such consent, all transactions with related parties shall be at arm’s length. Management fees. DAI shall pay the Company a management fee calculated as a specified percentage of the EBITDA (net of value added/service taxes, levies including any cess or surcharge), which shall be computed on the basis of the gross revenues for a financial year minus the total operating expenses for such financial year. In the event that the EBITDA for any financial year exceeds a specified amount, the Company shall be entitled to an additional management fee in that financial year. Indemnification. Each party shall indemnify the other parties for any losses arising out of or resulting from any breach by the defaulting party of any representation or warranty, covenant, undertaking or obligation under this agreement. The Company has undertaken to indemnify DAI and/or AIID for any losses due to (a) any demonstrable act or omission of the Company in complying with the provisions of any approval for the hospital; (b) failure of the Company to renew any existing approval for the hospital; (c) failure of the Company, after the June 22, 2009 (the “Effective Date”), to apply for any approval required under applicable law; (d) failure of the Company to observe any covenants; or (e) failure of the Company to observe any of its obligations under this agreement. Term. This agreement shall be valid for a period of 10 years from the Effective Date. Either party has the right to review the operation and management of the hospital 180 days prior to the expiry of a period of five years from the Effective Date and based on such review, terminate this agreement by giving the other party 90 days’ notice. Termination. A party may terminate this agreement by mutual consent or in the event of a material breach by another party, where breach is not cured within the time period specified in the notice of breach, which notice period shall not be less than 90 days. DAI/AIID may terminate this agreement with 90 days’ notice if the variation between the projected EBITDA (as per the annual budget) and the actual audited EBITDA exceeds 20% for two consecutive financial years. DAI and AIID shall each have a right to terminate this agreement with 90 days’ notice if (i) the Company enters compulsory or voluntary liquidation, compounds with its creditors or has a receiver

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appointed and such appointment is not canceled within 180 days; (ii) the Company commits fraud, gross negligence or willful misconduct in the performance of its obligations; (iii) there is a change of control of the Company, except for any inter se transfer between the promoters and the affiliates of the Company; or (iv) the Company commits any act or omission by which its reputation is materially adversely affected. The Company shall have a right to terminate this agreement with 90 days’ notice if (i) DAI or AIID enters compulsory or voluntary liquidation, or has a receiver appointed and such appointment is not canceled within 180 days; (ii) DAI or AIID commits fraud, gross negligence or willful misconduct in the performance of its obligations; or (iii) DAI or AIID commits any act or omission by which the reputation of the hospital is materially adversely affected. Dispute resolution. The parties shall submit all disputes for amicable resolution. If the dispute is not resolved within 30 business days from the date of an initial request for a meeting to resolve the dispute, the dispute will be submitted to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a single arbitrator. However, if the parties fail to agree upon an arbitrator within 30 business days after a written demand for appointment is made by any of the parties, the Company shall appoint one arbitrator and DAI and AIID shall jointly appoint the second arbitrator. The two arbitrators so appointed shall appoint the third arbitrator. Governing law and jurisdiction. This agreement shall be governed by the laws of India and the courts in Mumbai shall have exclusive jurisdiction. Satellite and Heart Command Centers The Company and EHIRCL have entered into agreements in respect of 12 satellite and heart command centers for providing various levels of cardiac care services, including performing surgeries and procedures, overseeing the clinical management of the center, providing doctors and other staff and, in some cases, providing management, advice and technical know-how and procuring and maintaining medical equipment. For details of the Company’s satellite and heart command centers, see the section “Our Business” beginning on page 76 of this Letter of Offer. Strategic and Financial Partners The Company does not have any strategic and financial partners.

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OUR MANAGEMENT Board of Directors Under the Articles of Association, the Company cannot have less than three Directors and more than 12 Directors. The Company currently has 12 Directors. The following table sets out details regarding the Directors as on the date of this Letter of Offer:

Name, Father’s Name,

Designation, Occupation,

Term and DIN

Age

(years)

Residential Address

Other Directorships

Mr. Malvinder Mohan Singh S/o Late Dr. Parvinder Singh Designation: Non-Executive Chairman

Occupation: Business Executive Term: Liable to retire by rotation DIN: 00042981

36 Vistas 26, Maulsari Avenue, Western Green Farms, Rajokri, New Delhi 110 038, India

• A-1 Book Company Private Limited • Aegon Religare Life Insurance Company Limited • Chetak Pharmaceuticals Private Limited • Escorts Heart Institute And Research Centre

Limited • Fortis Clinical Research Limited • Fortis Healthcare Holdings Limited • Luxury Farms Private Limited • Malav Holdings Private Limited • Oscar Investments Limited • Religare Aegon Trustee Company Private Limited • Religare Enterprises Limited • Religare General Insurance Company Limited • Religare Technova Limited • Religare Voyages Limited • RHC Holding Private Limited • Shimal Research Laboratories Limited • Super Religare Laboratories Limited • Vistas Complexes Private Limited • Vistas Realtors Private Limited

Mr. Shivinder Mohan Singh S/o Late Dr. Parvinder Singh Designation: Managing Director Occupation: Business Executive Term: Until November 12, 2009* DIN: 00042910

34 1, Rajesh Pilot Lane, New Delhi 110 011, India

• A-1 Book Company Private Limited • Aegon Religare Life Insurance Company Limited • Chetak Pharmaceuticals Private Limited • Escorts Heart Institute And Research Centre

Limited • Fortis Clinical Research Limited • Fortis Healthcare Holdings Limited • Greenview Buildtech Private Limited • Malar Hospitals Limited • Oscar Investments Limited • R.C. Nursery Private Limited • Religare Aegon Asset Management Company

Private Limited • Religare Enterprises Limited • Religare General Insurance Company Limited • Religare Technova Limited • Religare Voyages Limited • RHC Holding Private Limited • Shivi Holdings Private Limited • Super Religare Laboratories Limited • Fortis Hospitals Limited

Mr. Harpal Singh S/o Late Mr. Sardar Hardayal Singh Designation: Non-Executive Director Occupation: Business Executive Term: Liable to retire by rotation DIN: 00078224

59 B-10, Anand Niketan, New Delhi 110 021, India

• Escorts Heart Institute And Research Centre Limited

• Fortis Clinical Research Limited • Impact Agencies Private Limited • Impact Projects Private Limited • Impact Realty Developers Private Limited • Religare Enterprises Limited • Religare Technova Limited • Super Religare Laboratories Limited

192

Name, Father’s Name,

Designation, Occupation,

Term and DIN

Age

(years)

Residential Address

Other Directorships

Mr. V.M. Bhutani S/o Late Mr. C.L. Bhutani Designation: Non-Executive, Independent Director Occupation: Professional Term: Liable to retire by rotation DIN: 00043153

63 GC-6, Shivaji Enclave, New Delhi 110 027, India

• A-1 Book Company Private Limited • ANR Securities Limited • Bhutani Fiscal Management Limited • Checon Shivalik Contact Solutions Private

Limited • Delhi Stock Exchange Limited • Hospitalia Eastern Private Limited • Hospitalia Information Systems Private Limited • International Hospital Limited • Liquid Investment & Financial Services India

Private Limited • Oscar Investments Limited • R.C. Nursery Private Limited • Shimal Research Laboratories Limited

Mr. Ramesh L. Adige S/o Late Mr. L.R. Adige Designation: Non-Executive, Independent Director Occupation: Service Term: Liable to retire by rotation DIN: 00101276

59 C-12, First Floor, Hauz Khas, New Delhi 110 016, India

• Indian Institute of Corporate Affairs, Gurgaon (member of the Board of Governors)

• Malar Hospitals Limited • Syndicate Bank, Bangalore

Mr. Gurcharan Das S/o Mr. Barkat Ram Designation: Non-Executive, Independent Director Occupation: Author and consultant Term: Liable to retire by rotation DIN: 00032103

65 124, Jorbagh, New Delhi 110 003, India

• Berger Paints India Limited • Birla Sun Life Trustee Company Private Limited • Crest Animations Studio Limited • Gillette India Limited • Gurcharan Das Consultants Private Limited • SKS Microfinance Private Limited • Shakti Bhog Foods Limited

Justice S.S. Sodhi S/o Late Mr. Karam Singh Sodhi Designation: Non-Executive, Independent Director Occupation: Former Chief Justice, Allahabad High Court Term: Liable to retire by rotation DIN: 00254792

76 House No.51, Sector-9, Chandigarh 160 009, India

• Fidelity Trustee Company Private Limited

Mr. Rajan Kashyap S/o Mr. Madan Gopal Singh Designation: Non-Executive, Independent Director Occupation: Retired from Government service Term: Liable to retire by rotation DIN: 00561076

66 House No.131, Sector 10A, Chandigarh 160 011, India

Nil

Lt. General Tejinder Singh Shergill (PVSM) S/o Late Major General Rajinder Singh (‘Sparrow MVC’ and ‘Bar’) Designation: Non-Executive, Independent Director Occupation: Service Term: Liable to retire by rotation DIN: 00940392

65 God’s Palm, Village Chauki Dhaulas, Via Ganghora, Dehradun 248 141, India

• SBL Private Limited

Dr. P.S. Joshi S/o Late Justice Mohinder Singh Joshi Designation: Non-Executive, Independent Director

61 C/o Maharaj Sawan Singh Charitable Hospital, Beas, Amritsar 143 201, India

• Escorts Heart And Super Speciality Institute Limited

• Escorts Heart And Super Speciality Hospital Limited

• Escorts Heart Centre Limited

193

Name, Father’s Name,

Designation, Occupation,

Term and DIN

Age

(years)

Residential Address

Other Directorships

Occupation: Medical Professional Term: Liable to retire by rotation DIN: 00109974

• Escorts Heart Institute And Research Centre Limited

• Escorts Hospital And Research Centre Limited • Fortis Hospotel Limited • Hiranandani Healthcare Private Limited • International Hospital Limited • Religare Technova Global Solutions Limited • Religare Technova Limited • Religare Technova Services Limited

Mr. Sunil Godhwani S/o Mr. Naraindas Phatumal Godhwani Designation: Non- Executive Director Occupation: Business Executive Term: Liable to retire by rotation DIN: 00174831

48

A-2, Inayat Farm, Asola, Fatehpur Beri, PO Mehrauli, New Delhi 110 030, India

• Aegon Religare Life Insurance Company Limited • Religare Trustee Company Private Limited • Religare Commodities Limited • Religare Enterprises Limited • Religare Finvest Limited • Religare General Insurance Company Limited • Religare Macquarie Wealth Management Limited • Religare Securities Limited • Religare Technova Limited • Religare United Soccer Limited • Religare Voyages Limited • Super Religare Laboratories Limited • Vistaar Religare Capital Advisors Limited • Milestone Religare Investment Advisors Private

Limited

Mr. Balinder Singh Dhillon S/o Mr. Gurmukh Singh Dhillon Designation: Non- Executive, Independent Director Occupation: Professional Term: Liable to retire by rotation DIN: 02500621

42

House No.139, Sector 8A, Chandigarh 160 018, India

Nil

__________ * Subject to the approval of the shareholders of the Company and the Central Government, the Remuneration Committee and the Board of

Directors in their meetings held on June 29, 2009 and July 24, 2009, respectively, have approved the reappointment of Mr. Shivinder Mohan

Singh for a further period of three years with effect from November 13, 2009.

Brief Profile of the Directors Mr. Malvinder Mohan Singh, one of the Promoters, is the Non-Executive Chairman of the Company. He graduated in Economics from St. Stephen’s College, Delhi and holds an MBA degree from the Fuqua School of Business, Duke University, U.S.A. Previously, Mr. Malvinder Mohan Singh was the Chairman, Managing Director and Chief Executive Officer of Ranbaxy Laboratories Limited (“RLL”). Recently, Mr. Singh spearheaded the sale of approximately 64% of the equity share capital of RLL to Daiichi Sankyo Company Limited. He is also the chairman of Religare Enterprises Limited. Mr. Singh is a member of the Young Global Leaders Forum, an initiative of the World Economic Forum. He is also a member of the board of visitors at the Fuqua School of Business, Duke University and serves on the board of the INSEAD Global India Council. As a member of the Board of Trade, constituted by the Ministry of Commerce & Industry, Government of India, Mr. Singh advises the Government on issues relating to India’s foreign trade policy. Mr. Singh is a member of the Board of the Indian Council for Research on International Economic Relations. Mr. Shivinder Mohan Singh, one of the Promoters, is the Managing Director of the Company. He graduated with a B.A. (Honors) degree in mathematics from St. Stephen’s College, Delhi and holds an MBA degree with a specialization in health sector management from the Fuqua School of Business, Duke University, U.S.A. Mr. Singh has led the Company in setting up and running Fortis Hospital - Mohali, with a super-specialty focus on cardiac sciences, and the Fortis Hospital - Noida. He was the chief operating officer of the Fortis Hospital - Mohali for two years. Mr. Singh has also held the position of Director – Projects of the Company and has been responsible for the completion of the construction of the Fortis Hospital - Noida. He has also led the acquisition of

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EHIRCL and is currently the managing director of EHIRCL. He joined the Company on April 1, 2000. He is a fellow of Aspens India Leadership Initiative and is on the board of visitors of Fuqua School of Business, Duke University. Mr. Singh is one of the trustees of a non-government organization called ‘Joining Hands’ and is also the Chairperson of the Health Service Committee of the FICCI and an Executive Committee member of the FICCI. He is a board member of the Indo British Partnership (IBP) Network, the Chairman of the Delhi State Council of the CII and a board member of the NABH. Mr. Singh also holds the chair of healthcare of UK Trade & Investment and is on the National Board of Advisors of the Association Internationale des Étudiants en Sciences Économiques et Commerciales. In 2006, he was awarded the LMA Trident – Young Entrepreneur Award. Mr. Harpal Singh, a Non-Executive Director, graduated with a B.A. (Honors) degree in Economics from St. Stephen’s College, Delhi and holds a B.S. degree in Economics and a Master’s degree in public affairs from the University of California at Hayward, U.S.A. Mr. Harpal Singh has had diverse experience of over 30 years in the corporate sector and has held senior positions in various TATA group companies, Hindustan Motors Limited, Mahindra and Mahindra Limited and Shaw Wallace. Further, Mr. Harpal Singh is and has been on the board of many premier educational institutions, including the Doon School and the Shriram School, and is a member of the Senate of Baba Farid University of Health Sciences, Faridkot, Punjab. Mr. Harpal Singh has also been a member of several Government committees and is presently a member of the Punjab Chief Minister’s Advisory Committee on Industrial Growth and Development of Relevant Infrastructure. Mr. Harpal Singh is presently a member of the CII National Committee on Healthcare and the CII National Committee on Primary and Secondary Education and the Chairman of the CII Punjab State Council. Mr. Singh is also a member of the India-UK Round Table. Further, Mr. Singh is a member of the board of the Public Health Foundation of India and is also the Co-Chairman of the India-US Strategic Working Group on Healthcare. Mr. V.M. Bhutani, a Non-Executive, Independent Director, graduated with an Honors degree in Commerce from Delhi University. A chartered accountant by profession, he is a senior partner of S. Mohan & Co., Chartered Accountants, primarily engaged in providing advisory and professional services in the field of taxation, finance, secretarial and other audit related services. He has worked for over 27 years with RLL, overseeing its taxation, finance and capital market functions. He was a non-executive director of Central Bank of India from 2002 to 2005 and was also member of the Advisory Committee on Mutual Funds of SEBI and is currently on the board of the Delhi Stock Exchange. Mr. Ramesh L. Adige, a Non-Executive, Independent Director, graduated with a Bachelor of Engineering (Honors) degree from BITS, Pilani and has a post graduate degree from the Faculty of Management Studies, University of Delhi. Mr. Adige is the President of RLL and spearheads the corporate affairs and global corporate communication functions. He is also responsible for corporate social responsibility, environment, health and safety at RLL. He has 35 years of experience in the areas of corporate policy, public affairs and public policy, strategic and perspective planning, external relations and the broader spectrum of business activities including joint ventures, technical and financial collaborations. He is RLL’s representative in various pharma bodies and a participant in the CII and FICCI and heads the CII’s Task Force on IP Policy. He was with Fiat India Limited as a whole-time director (corporate affairs) and has been the President of the Governing Council of the Automotive Research Association of India. Mr. Gurcharan Das, a Non-Executive, Independent Director, graduated with a Bachelor of Arts (Honors) degree

cum laude in Philosophy and Government from Harvard University, U.S.A. and holds an MBA degree from Harvard Business School, Harvard University, U.S.A. Mr. Das is an author and a management consultant and advises a number of companies on global corporate strategy. He held the position of the chief executive officer, Procter and Gamble India from 1985 until 1992, and chairman and managing director of Richardson Hindustan Limited from 1981 until 1985. He has over 30 years of experience working in six countries. He is an operating advisor and investor in Chrys Capital LLC. He served on juries of the McKinsey award for the best Harvard Business Review article for 2005 and the $500,000 Milton Friedman Prize. Mr. Das has served on several Government boards, including the Foreign Investment Promotion Council in India. He is also the author of the book “India Unbound”. He is a regular columnist for the newspapers ‘Times of India’ and the ‘Dainik Bhaskar’ and he contributes occasional articles to the Wall Street Journal and other newspapers. Justice S.S. Sodhi, a Non-Executive, Independent Director, graduated with a B.A. (Honors) degree in Economics from Punjab University and is a Barrister at Law from Lincolns Inn, London. Justice S.S. Sodhi was the Chairperson of the Telecom Regulatory Authority of India from 1997 until 2000. He has been a practicing

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advocate in the High Court of Punjab and Haryana for 10 years and was a member of the Punjab Superior Judicial Service. Justice S.S. Sodhi has also held the positions of Deputy Registrar (Research) at the Supreme Court of India, Legal Remembrancer to the Government of Punjab and Registrar of the High Court of Punjab and Haryana. Additionally, Justice S.S. Sodhi has been a Judge of the High Court of Punjab and Haryana, the Chief Justice of the High Court of Allahabad and the Lok Pal of Punjab. Mr. Rajan Kashyap, a Non-Executive, Independent Director, graduated with the first position in M.A. in English from Punjab University, and has an M. Phil. degree in Development Economics from the University of Cambridge, United Kingdom. He has been a member of the Indian Administrative Service for 38 years and has served as the Chief Secretary to the Government of Punjab. He has served as the managing director of the Punjab State Co-operative Supply and Marketing Federation Limited, Chandigarh, and during his various appointments with the Punjab Government, he promoted the adoption of various forms of public-private partnership. He has also served in the Ministry of Home Affairs, India. After his superannuation from the Indian Administrative Service, he has worked for three years as the Chief Information Commissioner, Punjab, a statutory appointment under the Right to Information Act, 2005. Lt. General Tejinder Singh Shergill (PVSM), a Non-Executive, Independent Director, graduated from the National Defence Academy, Khadakwasla, where he was awarded the President’s Gold Medal, and has an M.Sc. degree from the University of Madras and a Master of Military Science degree from the United States Command and General Staff College, Kansas, U.S.A. He has approximately 40 years of experience in the military that includes operational service, teaching and diplomatic assignments. He is a former Chairman of the Punjab Public Service Commission and is currently a member of the board of governors of the University of Petroleum and Energy Studies, Director, Centre of Leadership Excellence of the Indian School of Petroleum and member of the board of SBL Private Limited. He has commanded a division in Jammu and Kashmir and a corps in the North-East and was a former Commandant of the Indian Military Academy. Dr. P.S. Joshi, a Non-Executive, Independent Director, graduated with an M.B.B.S. degree from Medical College, Amritsar and an M.D. (Cardiology and General Medicine) from Maulana Azad Medical College, Delhi and G.B. Pant Hospital, Delhi. He was also awarded membership to the Royal College of Physicians, United Kingdom in 1978. He is also known for his charitable work in the field of cardiology and is the Director and Head of Internal Medicine and Cardiology at the Maharaj Sawan Singh, Charitable Hospital, Beas (BEAS – 143201). Further, he is a Fellow of the Cardiology Society of India (2006), Royal College of Physicians (Edinburgh) (2006), American College of Cardiology and International College of Chest Physicians. Mr. Sunil Godhwani, a Non-Executive Director, graduated in Chemical Engineering and has a Master’s degree in Industrial Engineering and Finance from the Polytechnic Institute of New York. He has over 20 years of experience in various businesses. He is also the chief executive officer and managing director of Religare Enterprises Limited and the chairman and managing director of Religare Securities Limited. Mr. Balinder Singh Dhillon, a Non-Executive, Independent Director, graduated from the Punjab University and is a member of the Institute of Company Secretaries of India and the Bar Council of India. He holds a Master of Laws degree from McGill University, Canada. As a member of the Law Society of Upper Canada, he completed his accreditation under a Certificate of Qualification equivalent to a Graduate of Law through the Law Faculty, University of Toronto, Canada. Having worked with corporate houses such as Hindustan Unilever Limited and INTRIA Items Inc., a wholly owned subsidiary of CIBC Bank, Canada, he has approximately 16 years of experience in corporate laws, governance, strategic planning and implementation. Except for Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, who are brothers, and Mr. Harpal Singh, who is Mr. Malvinder Mohan Singh’s father-in-law, none of the Directors are related to one another. None of the Directors are appointed pursuant to any arrangement or understanding with major shareholders, customers or suppliers. Except as disclosed in the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer, none of the Directors or companies, firms and ventures promoted by the Directors or companies with which the Directors have been associated in the past has been declared willful defaulters by the RBI or any other Governmental authority.

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None of the Directors or the companies with which the Directors are or were associated as a promoter, director or person in control are debarred from accessing the capital market, under any order or direction passed by SEBI.

Borrowing Powers of the Board Pursuant to a resolution dated August 29, 2005 passed by the shareholders of the Company in accordance with the provisions of the Companies Act, the Board has been authorized to borrow sums of money for the purposes of the Company upon such terms and conditions as the Board of Directors may think fit, provided that the money or monies to be borrowed together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not exceed, at any time, a sum of Rs.15,000 million. Details of Appointment of the Directors

Name of Director

Date of Resolution

Term

Mr. Malvinder Mohan Singh* August 12, 1999 Liable to retire by rotation Mr. Shivinder Mohan Singh** June 29, 2000 Until November 12, 2009 Mr. Harpal Singh August 12, 1999 Liable to retire by rotation Mr. V.M. Bhutani July 28, 1998 Liable to retire by rotation Mr. Ramesh L. Adige January 10, 2004 Liable to retire by rotation Mr. Gurcharan Das June 29, 2000 Liable to retire by rotation Justice S.S. Sodhi May 21, 2001 Liable to retire by rotation Mr. Rajan Kashyap April 21, 2005 Liable to retire by rotation Lt. General Tejinder Singh Shergill April 21, 2005 Liable to retire by rotation Dr. P.S. Joshi July 28, 1998 Liable to retire by rotation Mr. Sunil Godhwani February 26, 2009 Liable to retire by rotation

Mr. Balinder Singh Dhillon February 26, 2009 Liable to retire by rotation __________

* Appointed as the Non-Executive Chairman of the Company pursuant to a Board resolution dated June 7, 2007.

** Appointed as the Managing Director of the Company pursuant to a Board Resolution dated February 10, 2006.

Details of Remuneration of the Directors

None of the Directors other than Mr. Shivinder Mohan Singh is drawing any remuneration from the Company.

Pursuant to a Board resolution dated October 31, 2006 and a shareholders resolution dated December 26, 2006, Mr. Shivinder Mohan Singh is entitled to the following remuneration with effect from April 1, 2006 for a period of three years, i.e., until November 12, 2009:

Salary Rs.4,800,000 p.a. with power to the Board of Directors to increase the salary up to a sum not exceeding Rs.6,720,000 p.a.

Commission/ Performance Incentive

For each Fiscal, a commission/performance incentive not exceeding Rs.5,000,000 with power to the Board of Directors to increase it up to a sum not exceeding Rs.7,000,000.

Perquisites Rent free furnished accommodation, car, telephone, water, electricity, furnishings, medical reimbursement, club fees, personal accident insurance, leave travel for self and family, any other reimbursements, allowances or perquisites in accordance with the rules of the Company. The monetary value of such perquisites/allowances will be limited to Rs.8,200,000 p.a., with authority to the Board of Directors to increase it from time to time up to an amount not exceeding Rs.11,480,000 p.a. The following shall not be included in the aforesaid limits:

• Contribution to the Provident Fund and Superannuation Fund up to 27% of salary and contribution to the Gratuity Fund up to half a month’s salary for each completed year of service as laid down in the respective rules or up to such other limit as may be prescribed under the IT Act and rules thereunder.

• Encashment of unavailed leave as per the rules of the Company.

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Pursuant to a letter dated February 19, 2008, the Central Government approved the payment of Rs.16,726,724 as the total remuneration for the period from April 1, 2006 up to November 12, 2006. Pursuant to a letter dated November 7, 2007, the Central Government approved the payment of a minimum remuneration of Rs.19,296,000 p.a. up to a maximum of Rs.27,014,400 p.a. for a period of three years with effect from November 13, 2006. Presently, Mr. Shivinder Mohan Singh is drawing the remuneration specified in the table above. The Board of Directors has, in its meeting dated October 29, 2008, approved the payment of the following revised remuneration to Mr. Shivinder Mohan Singh with effect from April 1, 2008, for his remaining tenure, subject to the approval of the Central Government and the shareholders of the Company:

Salary Rs.6,000,000 p.a. with power to the Board of Directors to increase the salary up to a sum not exceeding Rs.10,000,000 p.a.

Fixed/Variable Bonus

(i) On a quarterly basis, fixed bonus of Rs.5,000,000 aggregating to Rs.20,000,000 p.a.; and

(ii) On an annual basis, performance linked variable bonus, in the range of Rs.15,000,000 to Rs.30,000,000, based on certain performance parameters.

Perquisites, allowances and other benefits

House rent allowance or Company owned/leased furnished house with actual upkeep and maintenance expenses, expenses relating to gas, electricity, water and other utilities, special allowance, medical reimbursement, leave travel assistance for self and family, insurance, club fees, periodicals/books reimbursement, conveyance, entertainment reimbursement, telephone, telefax and other communication facilities, stock options, security any other reimbursements, allowances or perquisites in accordance with the rules of the Company. The monetary value of such perquisites/allowances will be limited to Rs.54,000,000 p.a., with authority to the Board of Directors to increase it from time to time up to an amount not exceeding Rs.80,000,000 p.a. The following shall not be included in the aforesaid limits: i) Contribution to Provident Fund and Superannuation Fund or Annuity fund to the

extent these either singly or put together are not taxable under the IT Act; ii) Gratuity payable at the rate not exceeding half a month’s salary for each completed

year of service; and iii) Encashment of unavailed leave at the end of tenure.

Minimum Remuneration

In the event of loss or inadequacy of profits in any financial year during the tenure, he shall be entitled to the above remuneration (inclusive of allowances, perquisites and commission, if any) by way of minimum remuneration irrespective of the limits specified under the provisions of Sections 198 and 309, Schedule XIII and all other applicable provisions of the Companies Act.

The terms of the revised remuneration of Mr. Shivinder Mohan Singh have been approved by the Remuneration Committee. The Company has, by a letter dated December 23, 2008, made an application to the Central Government seeking approval for the payment of the above mentioned remuneration. The following table sets forth the details of the remuneration of Mr. Shivinder Mohan Singh for the year ended March 31, 2009:

(Rs. in million)

Basic Salary

Commission/ Performance

Incentive

Perquisites

Others

Total

4.80 5.00 8.20 1.296 19.296

Pursuant to the approval granted by the Central Government on November 7, 2007, in its meeting held on July 24, 2009, the Board approved the payment of remuneration comprising salary, commission/performance incentives, perquisites and other benefits up to Rs.27 million from April 1, 2008 to November 12, 2009.

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For Fiscal 2009, the aggregate remuneration paid to Mr. Shivinder Mohan Singh was Rs. 19.296 million. Pursuant to the Board resolution dated July 24, 2009, the Company will pay additional remuneration to Mr. Shivinder Mohan Singh including for the period between April 1, 2008 and March 31, 2009. The Company pays its non-whole time Directors a sitting fee of Rs.15,000 for every meeting of its Board, and Rs.10,000 for every meeting of the audit committee, shareholders/investors’ grievance committee, remuneration committee and other committees of the Board, as authorized by a Board resolution dated September 16, 2003. Except the whole time Directors who are entitled to statutory benefits upon termination of their employment in the Company, no other Director is entitled to any benefit upon cessation of their directorship with the Company. Corporate Governance The Company has complied with the corporate governance code in accordance with Clause 49 of the Listing Agreements (as applicable), including in relation to the appointment of independent Directors to the Board and the constitution of the Audit Committee, Shareholders/Investor’s Grievance Committee and Remuneration Committee. The Company undertakes to take all necessary steps to continue to comply with all the requirements of Clause 49 of the Listing Agreements entered into with the Stock Exchanges. In addition, the Company has adopted a code of conduct for corporate governance and a code of conduct for prevention of insider trading. Currently the Board has 12 Directors, of which the Chairman of the Board is a Non-Executive and non-Independent Director, and in compliance with the requirements of Clause 49 of the Listing Agreements, the Board has one executive Director and eleven non-executive Directors, eight of whom are independent Directors. Corporate governance is administered through the Board and the committees of the Board. However, the primary responsibility for providing necessary disclosures within the legal framework vests with the Board. Committees of the Board of Directors

Audit Committee:

The Audit Committee comprises Dr. P.S. Joshi, Mr. Rajan Kashyap, Lt. General Tejinder Shergill, Mr. Malvinder Mohan Singh, Mr. Harpal Singh, Mr. Balinder Singh Dhillon and Mr. V.M. Bhutani. Mr. V.M. Bhutani is the Chairman of the Audit Committee. The terms of reference of the Audit Committee are as follows: 1. To oversee the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible. 2. To recommend to the Board, the appointment, re-appointment and the replacement or removal of the

statutory auditor and the fixation of audit fees. 3. To approve payment to statutory auditors for any other services rendered by the statutory auditors. 4. To review with the management, the annual financial statements before submission to the Board for

approval. 5. To review with the management, the quarterly/half-yearly/annual financial statements before submission

to the Board for approval. 6. To review with the management, the performance of statutory and internal auditors and adequacy of the

internal control systems. 7. To review the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

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8. To discuss with the internal auditors any significant findings and follow up thereon. 9. To review the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

10. To discuss with the statutory auditors before commencement of the audit regarding the nature and scope

of audit as well as post-audit discussion to ascertain any areas of concern. 11. To review the reasons for substantial defaults in payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors. 12. To review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions submitted by the management;

c) Management letters/letters of internal control weaknesses issued by the statutory auditors; and

d) Internal audit reports relating to internal control weaknesses.

13. To review the appointment, removal and terms of remuneration of the chief internal auditor. 14. To review the capital structure, policies and norms related thereto. 15. To review the financial policies, processes, systems and controls covering accounting, treasury, taxation,

foreign exchange, risk management and insurance. 16. To review organization structure, succession planning, policies and processes related to manning, breadth

and depth, capabilities, potential and development of managerial personnel in the finance function. 17. To review, approve or recommend to the Board financial authority to senior managerial personnel. 18. To review, with the management, the statement of uses/application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

19. To review the functioning of the whistle blower mechanism, in case the same exists. Shareholders/Investors’ Grievance Committee:

The Shareholders/Investors’ Grievance Committee comprises Mr. Ramesh L. Adige, Mr. Rajan Kashyap, Mr. Harpal Singh, Mr. Shivinder Mohan Singh and Dr. P.S. Joshi. Dr. P.S. Joshi is the Chairman of the Shareholders/Investors’ Grievance Committee. The terms of reference of the Shareholders/Investors’ Grievance Committee are as follows: 1. To approve, refuse or reject registration of transfer or transmission of the shares of the Company. 2. To authorize issue of duplicate share certificates and share certificates after split, consolidation or

replacement. 3. To authorize the printing of share certificates;

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4. To allot shares; 5. To issue and allot Equity Shares to the applicants: 6. To affix or authorize the affixation of the common seal of the Company on share certificates of the

Company. 7. To authorize, sign and endorse share transfers and issue share certificates. 8. To authorize managers, officers and signatories to sign share certificates. 9. To monitor redressal of shareholders’ and investors’ complaints regarding transfer of shares, non-receipt

of balance sheet, non-receipt of declared dividends, etc. 10. Such other functions as may be assigned by the Board. Remuneration Committee:

The Remuneration Committee comprises Justice S.S. Sodhi, Mr. Malvinder Mohan Singh, Mr. Balinder Singh Dhillon and Dr. P.S. Joshi. Dr. P.S. Joshi is the Chairman of the Remuneration Committee. The terms of reference of the Remuneration Committee are as follows: 1. To decide and approve remuneration, including any revisions thereto from time to time, in respect of the

managerial personnel of the Company. 2. To exercise all the powers of the Board in connection with the administration of the ESOP 2007. Management Committee:

The Management Committee comprises Mr. Harpal Singh, Mr. Shivinder Mohan Singh, Mr. Gurcharan Das, Justice S.S. Sodhi, Mr. Sunil Godhwani, Mr. Balinder Singh Dhillon and Mr. Malvinder Mohan Singh. Mr. Malvinder Mohan Singh is the Chairman of the Management Committee.

The Management Committee oversees the working of the Company in relation to reviewing business strategies, policies and future plans. The Management Committee also reviews the revenue and capital budget of the Company and provides its recommendation to the Board for approval. Finance Committee:

The Finance Committee comprises Mr. Harpal Singh, Mr. V.M. Bhutani, Mr. Shivinder Mohan Singh, Mr. Ramesh L. Adige and Mr. Malvinder Mohan Singh. Mr. Malvinder Mohan Singh is the Chairman of the Finance Committee. The terms of reference of the Finance Committee are as follows: 1. To borrow money from financial institutions, banks and bodies corporate from time to time within the

limits available to the Company. 2. To finalize the terms of issue and allotment of any securities (including shares, if any) that may have to

be issued and allotted pursuant to such terms including any modifications of such terms from time to time.

3. To accept offers of any prospective investors, receive subscription or application money and make

requisite issuance and allotment of any securities.

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4. To create security on movable and/or immovable assets or properties of the Company. 5. To give loans to Subsidiaries in between Board meetings up to an aggregate amount of Rs.5 billion for

such purposes and on such terms and conditions as it may deem fit. 6. To modify the terms of issue and allotment of preference shares, including any modifications of such

terms from time to time. 7. To re-issue and allot the preference shares. 8. To finalize the terms of issue and allotment of debentures (including secured/unsecured/convertible/non-

convertible/redeemable/irredeemable debentures) that may have to be issued and allotted pursuant to such terms including any modifications of such terms from time to time.

9. To receive subscription/application money and make requisite issuance and allotment of any debentures. 10. To give corporate guarantees for and on behalf of the Company in connection with the loan(s) made (i)

by any other person to, or (ii) to any other person by, any body corporate, subject however that in pursuance of Section 372A of the Companies Act, such resolution for providing the corporate guarantee with respect to the companies other than the wholly owned subsidiaries shall be confirmed by the shareholders of the Company within 12 months.

11. To make loan(s) to any society, firm, trust, HUF or person(s) for and on behalf of the Company, subject

to the compliance of applicable provisions of the Companies Act up to a maximum amount of Rs.200 million in any financial year.

12. To suggest changes, modification, alteration in the Charter of Employees’ Provident Fund Trust or

Superannuation Trust of the Company and further to appoint or nominate trustees on the Board of Trustees of such Trust(s).

13. To seek requisite approval(s) from appropriate authorities as may be required. 14. To authorize requisite documentation and affixation of the common seal of the Company, wherever

required. 15. To open new banking accounts of the Company for a period of six months, including deciding the mode

and manner of operation thereof. 16. To close the existing banking accounts of the Company.

Clause 41 Committee:

The Clause 41 Committee comprises Mr. Harpal Singh, Mr. V.M. Bhutani, Mr. Shivinder Mohan Singh and Mr. Malvinder Mohan Singh. Mr. Malvinder Mohan Singh is the Chairman of the Clause 41 Committee. The Clause 41 Committee oversees the Company’s compliance with Clause 41 of the Listing Agreement.

Issue Committee:

The Issue Committee comprises Mr. Harpal Singh, Mr. V.M. Bhutani and Mr. Shivinder Mohan Singh. The Issue Committee is responsible for taking all decisions relating to the Issue.

Other Committees:

In addition, the Board may constitute, from time to time, other committees, as may be required, for the efficient functioning and smooth operation of the Company.

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Shareholding of the Directors in the Company The Articles of Association do not require the Directors to hold any qualification shares. The following table details the shareholding of the Directors in the Company as on the date of this Letter of Offer:

Name of the Directors

Number of Equity Shares*

Percentage of pre-Issue Equity Share

capital (%)

Mr. Harpal Singh 58,003 0.00 Mr. Sunil Godhwani 38,500 0.00 Dr. P.S. Joshi 33,000 0.00 Mr. Balinder Singh Dhillon 22,000 0.00 Lt. General Tejinder Singh Shergill 16,000 0.00 Mr. V.M. Bhutani 10,102 0.00 Mr. Gurcharan Das 10,000 0.00 Mr. Malvinder Mohan Singh 6,394 0.00 Mr. Shivinder Mohan Singh 6,394 0.00 Justice S.S. Sodhi 4,000 0.00 Mr. Rajan Kashyap 1,800 0.00 Mr. Ramesh L. Adige 800 0.00

__________

* The number of Equity Shares held may change pursuant to the Issue.

None of the Directors have been granted any stock options pursuant to the ESOP 2007 or hold any Preference Shares of the Company. Interest of the Directors Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, the Directors of the Company, are also the Promoters of the Company. All of the Directors are interested in the Equity Shares held by them or that may be subscribed by or allotted to their relatives or to companies, firms or trusts in which they are interested as directors, members, partners, trustees and promoters, pursuant to the Issue. They may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. The Directors may also be interested to the extent of any stock options that may be granted to them pursuant to the ESOP 2007 or the Equity Shares that may be allotted to them pursuant to the exercise of any stock options granted to them under the ESOP 2007. All the Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of remuneration payable or reimbursement of expenses or any other amount payable to them under the Articles of Association. Except in respect of certain retirement benefits available to Mr. Shivinder Mohan Singh, there are no service contracts entered into by the Directors providing for benefits upon termination of employment. No Director has any interest in any property acquired by the Company within the two years preceding the date of this Letter of Offer. Changes in the Board of Directors during the Last Three Years

S. No.

Name of Director

Date of Appointment

Date of Cessation

Reason for Change

1. Mr. Vinay Kaul June 29, 2000 June 7, 2007 Resignation 2. Dr. Yoginder Nath Tidu Maini August 4, 2005 October 3, 2008 Resignation 3. Mr. Sunil Godhwani February 26, 2009 - Appointment 4. Mr. Balinder Singh Dhillon February 26, 2009 - Appointment

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Management Organization Structure

Key Managerial Employees In addition to Mr. Shivinder Mohan Singh, the following are the key managerial employees of the Company. For details relating to the profile and remuneration of Mr. Shivinder Mohan Singh, see “—Brief Profile of the Directors” and “—Details of Remuneration of the Directors” above under this section titled “Our Management” beginning on page 191 of this Letter of Offer. Mr. Bhavdeep Singh, aged 47, is the Chief Executive Officer of the Company. He joined the Company in February 2009. He attended Pace University and has completed several certified courses in leadership and retail management from institutions such as Cornell, University of Hartford, Dial Institute of Management, St. Joe’s University. He has 27 years of diverse experience with Great Atlantic and Pacific Tea Company in the United States, where he worked for over 20 years in many different roles including merchandising, marketing, operations, finance, supply chain and logistics, human resources, asset protection, productivity and other support functions. In 2006, he joined Spencer’s Retail Limited (RPG Group) in India as its Chief Executive – Operations and Food Merchandizing and subsequently joined Reliance Retail Limited as the Chief Executive of Reliance Fresh. Mr. Bhavdeep Singh received a gross remuneration of Rs.1.33 million in Fiscal 2009. Mr. Yogesh Kumar Sareen, aged 44, is the Chief Financial Officer of the Company. He joined the Company in February 2008. He is a chartered accountant by profession and holds a Bachelor’s degree in Commerce with Honors from the Punjab University. He has over 21 years of experience in the healthcare industry and over seven years of experience in management and finance functions. Prior to joining the Company, he was the Director - Business Finance of RLL, where he was responsible for financial planning and reporting of global business operations, corporate finance, performance management and providing decision-making support to the top management of RLL. Mr. Sareen received a gross remuneration of Rs.2.67 million in Fiscal 2009. Mr. Daljit Singh, aged 56, is the President - Strategy and Organizational Development of the Company. He joined the Company in September 2002. He is a gold medalist from the Indian Institute of Technology, New Delhi and holds a Bachelor of Technology degree in chemical engineering. He was a Commonwealth Scholar at the Senior Management Program at the Manchester Business School in 1995. He has over six years of experience in the healthcare industry and over three decades of management experience. Mr. Singh was the Chief Executive Officer of the Company until November 30, 2006. Prior to joining the Company, Mr. Singh was the Director in-charge of human relations, communications, external relations and safety, health and environment divisions of ICI India Limited for 28 years. Mr. Daljit Singh received a gross remuneration of Rs.3.16 million in Fiscal 2009. Dr. Narottam Puri, aged 61, is the President - Medical Strategy and Quality of the Company. He joined the Company in December 2007. He has over 40 years of experience in the healthcare sector. Dr. Puri is a Graduate

Chief Financial Officer

President - Strategy and Organizational Development

Managing Director

Chief Executive Officer

President – Medical Strategy and Quality

204

and Post-Graduate in ENT from Maulana Azad Medical College, Delhi, a Fellow of the International College of Surgeons and holds a Post-Graduate Advanced Diploma in Health Administration apart from being a member of the American College of Physician Executives. He started his career as a lecturer in ENT at the University of Delhi. He was also associated with Moolchand Hospital for nearly 20 years and thereafter went on to establish and head the ENT department at Sant Parmanand Hospital. Prior to joining the Company, he held an assignment with Max Healthcare Limited as Executive Director - Medical Services and was involved in setting up the Max Institute of Medical Excellence for training medical staff, nursing and paramedical staff. He has held other positions, including Executive Committee Member and Honorary Secretary of the Delhi Medical Association, President of the Association of Otolaryngologists of India (“AOI”) and Governing Body Member of the AOI. Dr. Puri received a gross remuneration of Rs.8.10 million in Fiscal 2009. All of the key managerial employees are permanent employees of the Company. None of the key managerial employees are related to each other or are appointed pursuant to any arrangement or understanding with major shareholders, customers or suppliers. Shareholding of the Key Managerial Employees in the Company None of the key managerial employees of the Company hold any Equity Shares, except as stated below:

Name of Key Managerial Employee

Number of Equity Shares*

Mr. Shivinder Mohan Singh 6,394 Mr. Daljit Singh 15,900

_________

* The number of Equity Shares held may change pursuant to the Issue.

The following table details the stock options granted to the key managerial employees under the ESOP 2007 as on the date of this Letter of Offer:

Key

managerial

employee

Number

of

options

granted

on

February

13, 2008

Number

of

options

accepted

Number

of

options

exercised

Number

of

options

granted

on

October

13, 2008

Number

of

options

accepted

Number

of

options

exercised

Number

of

options

granted

on July

14, 2009

Number

of

options

accepted

Number

of

options

exercised

Mr. Yogesh Kumar Sareen

10,000 10,000 Nil Nil Nil Nil 75,000 75,000 Nil

Mr. Daljit Singh

6,800 6,800 Nil Nil Nil Nil 6,800 6,800 Nil

Dr. Narottam Puri

5,000 5,000 Nil Nil Nil Nil 6,800 6,800 Nil

Mr. Bhavdeep Singh

Nil - - Nil - - 100,000 100,000 Nil

None of the key managerial employees of the Company hold any Preference Shares. Changes in the Key Managerial Employees during the Last Three Years

Name of Employee

Designation

Date of

Appointment

Date of Cessation

Reasons for Change

Mr. Harpal Singh* Executive Chairman August 12, 1999 June 7, 2007 Resignation Mr. Anil Panwar President – Governance &

Growth June 3, 2002 May 30, 2008 Resignation

Dr. Narottam Puri President – Medical strategy and Quality

December 5, 2007 - Appointment

Mr. Yogesh Kumar Sareen Chief Financial Officer February 1, 2008 - Appointment Mr. Bhavdeep Singh Chief Executive Officer February 6, 2009 - Appointment

_________

* Continues to be on the Board as a Non-Executive Director.

205

Bonus or Profit Sharing Plan of the Key Managerial Employees There is no bonus or profit sharing plan for the key managerial employees of the Company. Employee Stock Option Plan For details regarding the ESOP 2007, see the section titled “Capital Structure” beginning on page 26 of this Letter of Offer. Payment or benefit to officers of the Company (non-salary related)

No amount or benefit has been paid or given, or is intended to be paid or given, to any of the officers except the normal remuneration for services rendered as Directors, officers or employees, within the preceding two years from the date of filing of this Letter of Offer. Except as stated in the section titled “Related Party Transactions” beginning on page 273 of this Letter of Offer, none of the beneficiaries of loans and advances and sundry debtors are related to the Directors.

206

OUR PROMOTERS AND PROMOTER GROUP Our Promoters The individual promoters are: (a) Mr. Malvinder Mohan Singh; and (b) Mr. Shivinder Mohan Singh. The corporate promoter is Fortis Healthcare Holdings Limited. The individual promoters and the corporate promoter are collectively referred to as the “Promoters”. The details of our Promoters are as follows:

Mr. Malvinder Mohan Singh Age 36 years Passport No. Z1174995 Driving License No. P02052006139359 PAN AABPS2552G Designation Non-Executive Chairman Educational qualifications and professional experience

Mr. Malvinder Mohan Singh graduated in Economics from St. Stephen’s College, Delhi and holds an MBA degree from the Fuqua School of Business, Duke University, U.S.A. Previously, Mr. Malvinder Mohan Singh was the Chairman, Managing Director and Chief Executive Officer of Ranbaxy Laboratories Limited (“RLL”). Recently, Mr. Singh spearheaded the sale of approximately 64% of the equity share capital of RLL to Daiichi Sankyo Company Limited. He is also the chairman of Religare Enterprises Limited. Mr. Singh is a member of the Young Global Leaders Forum, an initiative of the World Economic Forum. He is also a member of the board of visitors at the Fuqua School of Business, Duke University and serves on the board of the INSEAD Global India Council. As a member of the Board of Trade, constituted by the Ministry of Commerce & Industry, Government of India, Mr. Singh advises the Government on issues relating to India’s foreign trade policy. Mr. Singh is a member of the Board of the Indian Council for Research on International Economic Relations.

Mr. Shivinder Mohan Singh

Age 34 years Passport No. E7095142

207

Driving License No. 93081197NDDUP PAN AAKPS4318M Designation Managing Director Educational qualifications and professional experience

Mr. Shivinder Mohan Singh graduated with a B.A. (Honors) degree in mathematics from St. Stephen’s College, Delhi and holds an MBA degree with a specialization in health sector management from the Fuqua School of Business, Duke University, U.S.A. Mr. Singh has led the Company in setting up and running Fortis Hospital - Mohali, with a super-specialty focus on cardiac sciences, and the Fortis Hospital - Noida. He was the chief operating officer of the Fortis Hospital - Mohali for two years. Mr. Singh has also held the position of Director – Projects of the Company and has been responsible for the completion of the construction of the Fortis Hospital - Noida. He has also led the acquisition of EHIRCL and is currently the managing director of EHIRCL. He joined the Company on April 1, 2000. He is a fellow of Aspens India Leadership Initiative and is on the board of visitors of Fuqua School of Business, Duke University. Mr. Singh is one of the trustees of a non-government organization called ‘Joining Hands’ and is also the Chairperson of the Health Service Committee of the FICCI and an Executive Committee member of the FICCI. He is a board member of the Indo British Partnership (IBP) Network, the Chairman of the Delhi State Council of the CII and a board member of the NABH. Mr. Singh also holds the chair of healthcare of UK Trade & Investment and is on the National Board of Advisors of the Association Internationale des Étudiants en Sciences Économiques et Commerciales. In 2006, he was awarded the LMA Trident – Young Entrepreneur Award.

For other details relating to the individual Promoters, including their residential addresses and other directorships, see the section titled “Our Management” beginning on page 191 of this Letter of Offer. The details of the PAN, Passport Number and Bank Account Number of Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh have been submitted to the BSE and the NSE. Fortis Healthcare Holdings Limited (“FHHL”) FHHL was incorporated on December 27, 2001 under the Companies Act as an investment company to conduct the business of promoting, acquiring and holding investments in companies and firms engaged in the field of setting up, running, managing and administering hospitals, medicare, healthcare, diagnostic, health-aids and research centers. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. FHHL is promoted by Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh. At the time of incorporation, RHC Holding Private Limited held a majority interest in FHHL. Subsequently, on September 29, 2005, Malav Holdings Private Limited and Shivi Holdings Private Limited acquired 99.99% of the equity share capital of FHHL. Shareholding Pattern The shareholding pattern of FHHL as on August 21, 2009 was as follows:

S.

No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Malav Holdings Private Limited 1,174,700 49.99 2. Shivi Holdings Private Limited 1,174,700 49.99 3. Mr. V.M. Bhutani* 100 0.00 4. Mr. Shivinder Mohan Singh* 100 0.00 5. Mr. Hemant Dhingra* 100 0.00 6. Mr. Malvinder Mohan Singh** 100 0.00 7. Mr. Sanjeev Singhal** 100 0.00 8. Mr. Sunil Godhwani** 100 0.00

208

S.

No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

Total 2,350,000 100.00

_____________

* As a nominee of Shivi Holdings Private Limited.

** As a nominee of Malav Holdings Private Limited.

On March 23, 2009, FHHL has issued 2,571,000 10% non-cumulative, redeemable preference shares (non-voting) of Rs.10 each. FHHL has issued a total of 40,821,000 10% non-cumulative, convertible preference shares (non-voting) of Rs.10 each. Other than as above disclosed, there has been no change in the capital structure of FHHL in the last six months.

Board of Directors

The board of directors of FHHL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and Mr. Anil Panwar. Other than as disclosed below, there has been no change in the management of FHHL since its incorporation:

Name

Date of Appointment

Date of Cessation

Reason

Mr. V.M. Bhutani Since incorporation February 19, 2009 Resignation

Mr. S.K. Patawari Since incorporation September 30, 2002 Resignation Mr. Hemant Dhingra Since incorporation December 20, 2002 Resignation Mr. Malvinder Mohan Singh September 30, 2002 - Appointment Mr. Shivinder Mohan Singh September 30, 2002 - Appointment Mr. Vinay Kaul September 30, 2002 November 1, 2008 Resignation Mr. Anil Panwar February 19, 2009 - Appointment

Financial Performance The audited summary financial data of FHHL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other income 0.65 0.14 4.97 Profit/(Loss) after tax (209.46) (150.61) (118.54) Equity capital* 23.50 23.50 23.50 Reserves and surplus (excluding revaluation reserves)(1) (254.37) (404.98) 2,021.77 Earnings/(Loss) per share (basic and diluted) (Rs.)(2)* (89.13) (64.08) (50.44) Book value per share (Rs.)(2)* (98.24) (162.33) (870.33)

_______________

* Excludes the 38,250,000 10% non-cumulative, redeemable preference shares (non-voting) of Rs.10 each.

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

The details of FHHL’s PAN, registration number, CIN, principal bank account number and the address of the Registrar of Companies where it is registered are as follows:

PAN AAACF6715A Registration Number 16024854 of 2001 CIN L65993DL2001PLC152641 Bank Account Number 52205179246 at Standard Chartered Bank, Connaught Place, New Delhi Address of the RoC The Registrar of Companies

NCT of Delhi and Haryana 4th Floor, IFCI Tower 61, Nehru Place New Delhi 110 019 India

209

The details of FHHL’s PAN, registration number, bank account number and the address of the Registrar of Companies where it is registered have been submitted to the BSE and the NSE. The equity shares of FHHL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. It has not become a sick company and no winding up proceedings have been initiated against it. There have been no overdues or defaults to any banks or financial institutions. Companies from which the Promoters have disassociated in the last three years Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh have disassociated from RLL. On June 11, 2008, Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan and certain others (collectively, the “Sellers”), Daiichi Sankyo Company Limited (the “Purchaser”) and RLL entered into a Share Purchase and Share Subscription Agreement (the “SPSSA”) inter alia for the sale of 129,934,134 fully paid-up equity shares of RLL at a price of Rs.737 per equity share in cash. Pursuant to the SPSSA, on November 7, 2008, Mr. Shivinder Mohan Singh and Mr. Malvinder Mohan Singh sold 2,120,742 and 2,668,362 equity shares, respectively, held by them in RLL to the Purchaser. Under the SPSSA, the Sellers, including Mr. Shivinder Mohan Singh and Mr. Malvinder Mohan Singh, are bound by certain non-competition obligations for which they did not receive any additional consideration from the Purchaser. Mr. Shivinder Mohan Singh and Mr. Malvinder Mohan Singh have resigned from the board of RLL with effect from December 19, 2008 and May 24, 2009, respectively. Interest in the Company and Common Pursuits The Promoters are interested to the extent of their shareholding in the Company. As on the date of filing of this Letter of Offer, Mr. Malvinder Mohan Singh holds 6,394 Equity Shares, Mr. Shivinder Mohan Singh holds 6,394 Equity Shares and FHHL holds 154,795,150 Equity Shares. FHHL also holds 500,000 Preference Shares (Class C), 100,000 Preference Shares (Class C) and 260,000 Preference Shares (Class C), allotted on October 19, 2007, December 19, 2007 and August 18, 2009, respectively. For further details, see the section titled “Capital Structure” beginning on page 26 of this Letter of Offer. The Promoters may also be interested to the extent of their Rights Entitlement that will be subscribed for by, and the Equity Shares with Detachable Warrants that may be allotted to, them in the present Issue in terms of this Letter of Offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares and/or the Equity Shares received upon exercise of the Detachable Warrants. The individual Promoters, who are also the Directors of the Company, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or committees thereof as well as to the extent of other remuneration payable or reimbursement of expenses to them. For further details of the remuneration payable to the Directors, see the section titled “Our Management” beginning on page 191 of this Letter of Offer. The Promoters and the members of the Promoter Group confirm that they have no interest in any property acquired by the Company during the last two years from the date of filing of the Draft Letter of Offer. Except as otherwise disclosed in the section titled “Related Party Transactions” beginning on page 273 of this Letter of Offer, the Company has not entered into any contract, agreement or arrangement in which the Promoters or members of the Promoter Group are directly or indirectly interested and no payments have been made to them in respect of contracts, agreements or arrangements proposed to be made with them. Except as disclosed under “—Promoter Group Companies” below in this section titled “Our Promoters and Promoter Group” beginning on page 206 of this Letter of Offer and in the section titled “Risk Factors” beginning on page viii of this Letter of Offer, the Promoters do not have any interest in any venture that is involved in any activities similar to those conducted by the Company. For details of the amount of commercial business that any Promoter Group entity, Subsidiary or Associate has with the Company, see the section titled “Related Party Transactions” beginning on page 273 of this Letter of Offer.

210

The individual Promoters are also directors on the boards of certain Promoter Group entities and they may be deemed to be interested to the extent of any payments to these Promoter Group entities. For details of the payments that have been made by the Company to certain Promoter Group entities, see the section titled “Related Party Transactions” beginning on page 273 of this Letter of Offer. Payment or benefits to the Promoters during the last two years Except as stated in the sections titled “Related Party Transactions” and “Our Management” beginning on pages 273 and 191, respectively, of this Letter of Offer, no payment has been made and no benefits have been granted to the Promoters during the last two years from the date of filing of the Draft Letter of Offer. Promoter Group In addition to the Promoters named above, the following natural persons, companies and partnerships form a part of the Promoter Group. The natural persons who are part of the Promoter Group (due to their relationship with the individual Promoters), other than the individual Promoters named above, are as follows:

S. No.

Name

Relationship with Promoters

1. Mrs. Nimmi Singh Mother of Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh

2. Mrs. Japna Malvinder Singh Wife of Mr. Malvinder Mohan Singh 3. Mrs. Aditi Shivinder Singh Wife of Mr. Shivinder Mohan Singh 4. Ms. Nimrita Parvinder Singh Daughter of Mr. Malvinder Mohan Singh 5. Ms. Nanki Parvinder Singh Daughter of Mr. Malvinder Mohan Singh 6. Ms. Nandini Parvinder Singh Daughter of Mr. Malvinder Mohan Singh 7. Master Anhad Parvinder Singh Son of Mr. Shivinder Mohan Singh 8. Master Udayveer Parvinder Singh Son of Mr. Shivinder Mohan Singh 9. Master Vivan Parvinder Singh Son of Mr. Shivinder Mohan Singh 10. Master Kabir Parvinder Singh Son of Mr. Shivinder Mohan Singh 11. Mr. Harpal Singh Father of Mrs. Japna Malvinder Singh 12. Mrs. Sunit Harpal Singh Mother of Mrs. Japna Malvinder Singh 13. Mr. Jaivir Singh Brother of Mrs. Japna Malvinder Singh 14. Mrs. Raj Shree Singh Mother of Mrs. Aditi Shivinder Singh 15. Mr. Abhishek Singh Brother of Mrs. Aditi Shivinder Singh 16. Mrs. Arundhati Khanna Sister of Mrs. Aditi Shivinder Singh

The companies which are a part of the Promoter Group, other than the corporate Promoter named above, are as follows: (a) Aegon Religare Life Insurance Company Limited; (b) Chetak Pharmaceuticals Private Limited; (c) Fortis Emergency Services Limited; (d) Fortis HealthStaff Limited; (e) GRD Pasrur Trading Private Limited; (f) Greenview Buildtech Private Limited; (g) Hiranandani Healthcare Private Limited; (h) Hospitalia Eastern Private Limited; (i) HSJ Investments & Holdings Private Limited; (j) Impact Agencies Private Limited; (k) Impact Hotels and Resorts Private Limited; (l) Impact Leasing Private Limited; (m) Impact Motors Private Limited; (n) Impact Projects Private Limited; (o) Impact Realty Developers Private Limited; (p) Lifetime Healthcare Private Limited; (q) Luxury Farms Private Limited;

211

(r) Maharishi Housing Development Finance Corporation Limited; (s) Malav Holdings Private Limited; (t) Meadows Buildtech Private Limited; (u) Medsource Health Care Private Limited; (v) Oscar Investments Limited; (w) Pill & Powder Private Limited; (x) R.C. Nursery Private Limited; (y) Religare Arts Initiative Limited; (z) Religare Capital Markets Limited; (aa) Religare Commodities Limited; (bb) Religare Enterprises Limited; (cc) Religare Finance Limited; (dd) Religare Finvest Limited; (ee) Religare General Insurance Company Limited; (ff) Religare Insurance Broking Limited; (gg) Religare Macquarie Wealth Management Limited (formerly, Religare Wealth Management Services

Limited); (hh) Religare Realty Limited; (ii) Religare Securities Limited; (jj) Religare Technova Limited (formerly, Fortis Financial Services Limited); (kk) Religare United Soccer Limited; (ll) Religare Venture Capital Limited; (mm) Religare Voyages Limited (formerly, Regius Aviation Limited); (nn) Religare Wellness Limited (formerly, Fortis HealthWorld Limited); (oo) RHC Holding Private Limited (formerly, Solaris Finance Private Limited); (pp) SAK Consumer Retail Services Limited; (qq) Shivi Holdings Private Limited; (rr) Super Religare Laboratories Limited (formerly, SRL Ranbaxy Limited); (ss) Trendy Exim Private Limited; (tt) Vistaar Religare Capital Advisors Limited; (uu) Vistas Complexes Private Limited (formerly, Auspicious Estates Private Limited); and (vv) Vistas Realtors Private Limited. The partnership firms which are a part of the Promoter Group are as follows: (a) Bar Chem; (b) Malsh Healthcare; (c) Oscar Traders; and (d) Raj Estate.

212

Graphical representation of the holdings of Mr. Shivinder Mohan Singh (“SMS”) and Mr. Malvinder Mohan Singh (“MMS”) in the Company directly or through the Promoter company and various Promoter Group companies as on September 19, 2009:

_______________ * MMS holds 95.13% jointly with Mrs. Japna Malvinder Singh.

** SMS holds 95.19% jointly with Mrs. Aditi Shivinder Singh.

213

Promoter Group Companies Except as disclosed below in this section titled “Our Promoters and Promoter Group” beginning on page 206 of this Letter of Offer, none of the Promoter Group companies have become sick companies, no winding up proceedings have been initiated against them and they do not have negative net worth. Further no application has been made in respect of any of the Promoter Group companies to the relevant Registrar of Companies in whose jurisdiction such Promoter Group companies are registered, for striking off their names. (a) Aegon Religare Life Insurance Company Limited (“ARLICL”) ARLICL was incorporated on March 23, 2007 under the Companies Act. Its registered office is situated at Plot No. 19-22, 2nd Floor, Paranjpe “B” Scheme, Subhash Road, Near Garware House, Vile Parle (East), Mumbai 400 057, India. ARLICL is engaged in the business of life insurance in India.

The details of the approval obtained by ARLICL in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/Registration

Number

Date of Issue

Validity

1. Certificate of Registration – R3 – to commence business as an Indian insurance company

Insurance Regulatory and Development Authority

96/Aegon Religare/L/R3/08-09 Registration No. 138

June 27, 2008* March 31, 2010

_______________

* Renewed on March 13, 2009 pursuant to Reference Number IRDA/renewal/2009-10/LR/38.

The equity shares of ARLICL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of ARLICL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity

capital (%)

1. Religare Enterprises Limited 173,799,920 43.99 2. Bennett Coleman & Company Limited 118,500,000 30.00 3. Aegon India Holding B.V. 102,699,980 25.99 4. Mr. Sunil Godhwani * 16 0.00 5. Mr. Shivinder Mohan Singh * 16 0.00 6. Mr. Malvinder Mohan Singh * 16 0.00 7. Mr. Harpal Singh * 16 0.00 8. Mr. Gurpreet Singh Dhillon * 16 0.00 9. Mr. Vimal Bhandari ** 20 0.00

Total 395,000,000 100.00

_______________ * As a nominee of REL.

** As a nominee of Aegon India Holding B.V.

On April 16, 2009, the paid-up share capital of ARLICL was increased from Rs.3,000 million to Rs.3,500 million by the allotment of 50 million equity shares of Rs.10 each. On July 22, 2009, the paid-up share capital of ARLICL was further increased from Rs.3,500 million to Rs.3,950 million by the allotment of 45 million equity shares of Rs.10 each. Other than as disclosed above, there has been no change in the capital structure of ARLICL in the last six months.

214

Board of Directors The board of directors of ARLICL currently comprises Mr. Malvinder Mohan Singh, Mr. Sunil Godhwani, Mr. Vimal Bhandari, Mr. Shivinder Mohan Singh, Mr. Bert Jaap Brons, Mr. Otto Thoresen, Mr. K.N. Memani and Mr. S. Sivakumar. Financial Performance

As ARLICL was incorporated in Fiscal 2007, the financial results for Fiscal 2007 are not available. The audited summary financial data of ARLICL for Fiscal 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2008

2009

Sales and other Income 12.50 383.75* Profit/(Loss) after tax (278.69) (1,501.93)** Equity capital 0.50 3,000.00 Reserves and surplus (excluding revaluation reserves)(1) (278.69) (1,781.12) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (5,573.76) (7.31) Book value per share (Rs.)(2) (5,563.75) 4.06***

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

* Sales and other income includes the combined balances under the revenue account and the profit and loss account.

** Loss after tax includes the combined result under the revenue account and the profit and loss account.

*** Deficit in the revenue account and the debit balance in the profit and loss account has been deducted from the shareholders’ funds to

arrive at the book value per share.

(b) Chetak Pharmaceuticals Private Limited (“CPPL”) CPPL was incorporated on January 30, 1984 under the Companies Act. Its registered office is situated at C-51, Industrial Area Phase-III, SAS Nagar, Punjab, India. CPPL is engaged in the business of, inter alia, manufacturing, buying, selling and dealing in drugs, medicines and pharmaceuticals. The equity shares of CPPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of CPPL as on August 21, 2009 was as follows:

S.

No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Ms. Indran Brar and Ms. Aditi Shivinder Singh 18,750 37.50 2. Ms. Indran Brar and Mrs. Japna Malvinder Singh 18,750 37.50 3. Mr. Malvinder Mohan Singh and Ms. Indran Brar 6,250 12.50 4. Mr. Shivinder Mohan Singh and Ms. Indran Brar 6,250 12.50

Total 50,000 100.00

In addition, CPPL has issued 200,000 Class A non-voting equity shares of Rs.10 each. There has been no change in the capital structure of CPPL in the last six months. Board of Directors The board of directors of CPPL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and Ms. Indran Brar.

215

Financial Performance The audited summary financial data of CPPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 0.18 0.19 0.25 Profit/(Loss) after tax (0.04) 0.01 (0.03) Equity capital 2.50 2.50 2.50 Reserves and surplus (excluding revaluation reserves)(1) (0.06) (0.06) (0.09) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.16) 0.01 (0.14) Book value per share (Rs.)(2) 9.77 9.77 9.64

_______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(c) Fortis Emergency Services Limited (“FESL”) FESL was incorporated on April 30, 2009 under the Companies Act. Its registered office is situated at Escorts Heart Institute And Research Centre, Okhla Road, New Delhi 110 025, India. FESL is engaged in the business of providing emergency ambulance services and medical services, quality improvement in health delivery channels, skills upgradation and adaptation of best management practices in delivering emergency medical care, research and development of techniques for administering emergency medical care, adoption of information technology, global positioning system and state of the art life support medical equipment to provide emergency medical services. The equity shares of FESL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of FESL as on August 21, 2009 was as follows:

Name of the Shareholder

Number of equity shares of Rs.10

each

Percentage of equity capital

(%)

International Hospital Limited 25,497 51.00

Fortis Healthcare Holdings Limited 24,498 49.00

Mr. Yogesh Kumar Sareen** 1 0.00

Mr. Jasmeet Singh Puri** 1 0.00

Mr. Bhavdeep Singh** 1 0.00

Mr. Hemant Dhingra* 1 0.00

Mr. Anil Panwar* 1 0.00

Total 50,000 100.00

____________

* As a nominee of Fortis Healthcare Holdings Limited.

** As a nominee of International Hospital Limited.

Board of Directors The board of directors of FESL currently comprises Mr. Daljit Singh, Mr. Jasmeet Singh Puri and Mr. Yogesh Kumar Sareen. Financial Performance Since FESL was incorporated in Fiscal 2010, the financial results for Fiscal 2007, 2008 and 2009 are not available.

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(d) Fortis HealthStaff Limited (“FHSL”) FHSL was incorporated on January 31, 1984 under the Companies Act as “Hemkunt Pharmaceuticals Private Limited”. Subsequently on August 27, 1987, its name was changed to “Ranbaxy Pharmaceuticals Private Limited” and on March 22, 2006, its name was changed to “Fortis HealthStaff Private Limited”. On February 8, 2007, the word “Private” was deleted from its name. Its registered office is situated at Fortis Hospital, Sector 62, Phase VIII, Mohali, Ropar 160 062, Punjab, India. FHSL is engaged in the business of establishing, promoting and managing the business of providing healthcare staffing and personnel in India and overseas. The equity shares of FHSL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation.

Shareholding Pattern The shareholding pattern of FHSL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Fortis Healthcare Holdings Limited 3,459,400 99.98 2. Mr. Shivinder Mohan Singh* 100 0.00 3. Mr. Vinay Kaul* 100 0.00 4. Mr. Harpal Singh* 100 0.00 5. Mr. Malvinder Mohan Singh* 100 0.00 6. Malav Holdings Private Limited* 100 0.00 7. Shivi Holdings Private Limited* 100 0.00

Total 3,460,000 100.00

_______________ * As a nominee of FHHL.

There has been no change in the capital structure of FHSL in the last six months. Board of Directors

The board of directors of FHSL currently comprises Mr.Pawanpreet Singh, Mr. Daljit Singh and Mr. Jasmeet Singh Puri. Financial Performance The audited summary financial data for FHSL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 0.84 0.30 1.71 Profit/(Loss) after tax 0.72 (57.82) (84.18) Equity capital 1.50 34.60 34.60 Reserves and surplus (excluding revaluation reserves)(1) 0.76 (57.05) (140.13) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 4.82 (363.50) (23.09) Book value per share (Rs.)(2) 21.10 (6.49) (29.58)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of FHSL

Year ending March 31, 2008: Nil

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Year ending March 31, 2007 1. The company does not have internal control system. 2. The company’s accumulated losses at the end of the financial year are more than fifty percent of its net worth.

The company has incurred cash loss during the year. Year ending March 31, 2006: Nil As on March 31, 2008, FHSL had a negative net worth of Rs.105.53 million. (e) GRD Pasrur Trading Private Limited (“GRD”) GRD was incorporated on April 15, 2008 under the Companies Act. Its registered office is situated at B-10, Anand Niketan, New Delhi 110 021, India. GRD is engaged in the business of buying, selling, trading, exporting and importing all types of sports goods, textiles, lubricants, etc. The equity shares of GRD are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of GRD as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Mrs. Sunit Harpal Singh 5,000 50.00 2. Mr. Jaivir Singh 5,000 50.00

Total 10,000 100.00

There has been no change in the capital structure of GRD in the last six months.

Board of Directors

The board of directors of GRD currently comprises Mrs. Sunit Harpal Singh and Mr. Jaivir Singh. Financial Performance As GRD was incorporated in Fiscal 2009, the financial results for Fiscal 2006, 2007 and 2008 are not available. (f) Greenview Buildtech Private Limited (“GBPL”) GBPL was incorporated on July 26, 2006 under the Companies Act. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. GBPL is engaged in the business of selling, purchasing, developing and dealing in all kinds of properties. The equity shares of GBPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of GBPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Mr. Shivinder Mohan Singh 5,000 50.00 2. Ms. Raj Shree Singh 5,000 50.00

218

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

Total 10,000 100.00

There has been no change in the capital structure of GBPL in the last six months.

Board of Directors

The board of directors of GBPL currently comprises Mr. Shivinder Mohan Singh and Ms. Raj Shree Singh. Financial Performance As GBPL was incorporated in Fiscal 2007, the financial results for Fiscal 2006 are not available. The audited summary financial data of GBPL for Fiscal 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

Sales and other Income - - Profit/(Loss) after tax (0.01) (0.01) Equity capital 0.10 0.10 Reserves and surplus (excluding revaluation reserves)(1) (0.02) (0.03) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.86) (0.99) Book value per share (Rs.)(2) 7.98 7.28

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(g) Hiranandani Healthcare Private Limited (“HHPL”) HHPL was incorporated on July 15, 2005 under the Companies Act. Its registered office is situated at Mini Seashore Road, Sector 10A, Vashi, Navi Mumbai 400 703, India. HHPL is engaged in the business of providing holistic healthcare in the field of modern human medicine and human reproduction. The equity shares of HHPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of HHPL as on August 21, 2009 is as follows:

S.

No.

Names of the Shareholders

Number of equity

shares of Rs.10 each

Percentage of equity

capital (%)

1. Fortis Healthcare Holdings Limited 599,998 60.00 2. Fortis Healthcare Limited 399,997 39.99 3. Mr. Malvinder Mohan Singh jointly with Fortis Healthcare Limited 1 0.00 4. Mr. Shivinder Mohan Singh jointly with Fortis Healthcare Limited 1 0.00 5. Mr. Vinay Kumar Kaul jointly with Fortis Healthcare Limited 1 0.00 6. Mr. Yogesh Kumar Sareen* 1 0.00 7. Mr. Pawanpreet Singh Ahuja* 1 0.00

Total 1,000,000 100.00

_____________

* As a nominee of FHHL.

HHPL issued 12,500 and 20,000 zero percent redeemable preference shares of Rs.10 each at a premium of Rs.990 per preference share to IHL on February 2, 2009 and March 2, 2009, respectively. Further 27,500, 10,000, 10,000, 32,500 and 10,000 zero percent redeemable preference shares of Rs.10 each were issued by HHPL at a

219

premium of Rs.990 per preference share to IHL on March 26, 2009, March 31, 2009, April 20, 2009, July 13, 2009 and July 30, 2009, respectively. Other than as disclosed above, there has been no change in the capital structure of HHPL in the last six months. Board of Directors The board of directors of HHPL currently comprises Dr. L.H. Hiranandani, Mr. J.S. Grewal, Dr. Rajen Ghadiok, Dr. P.S. Joshi and Mr. Sanjeev Vashishta. Financial Performance The audited summary financial data of HHPL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007 2008 2009

Sales and other Income 0.00 0.16 4.15 Profit/(Loss) after tax (9.79) (42.11) (130.25) Equity capital 10.00 10.00 10.00 Reserves and surplus (excluding revaluation reserves)(1) (10.17) (52.28) (106.37) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (9.79) (42.11) (130.57) Book value per share (Rs.)(2) (0.17) (42.28) (96.37)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

For significant notes of the auditors of HHPL, see the section titled “History and Certain Corporate Matters” beginning on pagae 134 of this Letter of Offer. As on March 31, 2009, HHPL had a negative net worth of Rs. 95.57 million. (h) Hospitalia Eastern Private Limited (“HEPL”) HEPL was incorporated on September 21, 1988 under the Companies Act. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. HEPL was incorporated to undertake the business of promoting, undertaking and assisting the planning, organization, development, establishment, upgradation, strengthening, renovation, construction, equipping, furnishing, staffing, maintenance, management and evaluation of all types of projects, program, schemes and systems in hospital and healthcare projects and facilities, including dispensaries and primary, subsidiary, community and allied health centers.

The equity shares of HEPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern With effect from February 23, 2009, HEPL has become a wholly owned subsidiary of FHHL. The shareholding pattern of HEPL as on August 21, 2009 was as follows:

S.

No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

Fortis Healthcare Holdings Limited 50,000 98.04 Mr. Hemant Dhingra* 1,000 1.96

Total 51,000 100.00

_____________

* As a nominee of FHHL.

In addition, HEPL has issued 400,000 10% non-cumulative redeemable preference shares of Rs.10 each.

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Other than as disclosed above, there has been no change in the capital structure of HEPL in the last six months.

Board of Directors The board of directors of HEPL currently comprises Mr. V.M. Bhutani and Mr. Hemant Dhingra. Financial Performance

The audited summary financial data of HEPL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income - - - Profit/(Loss) after tax (0.15) (0.12) (0.89) Equity capital* 0.51 0.51 0.51 Reserves and surplus (excluding revaluation reserves)(1)* (3.38) (3.50) (4.64) Earnings/(Loss) per share (basic and diluted) (Rs.)(2)* (2.99) (2.32) (17.52) Book value per share (Rs.)(2)* (56.32) (58.65) (80.97)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

* Excludes 400,000 10% non-cumulative redeemable preference shares of Rs.10 each.

As on March 31, 2009, HEPL had a negative net worth of Rs.4.13 million. (i) HSJ Investments & Holdings Private Limited (“HSJ”) HSJ was incorporated on November 4, 2008 under the Companies Act as an investment company to deal in, acquire or hold shares, stocks, debentures, bonds and other securities of any kind issued or to raise money by way of issue of equity/preference shares, debentures, debenture stock and by way of hypothecation, mortgage or pledge of securities and to invest in other companies, corporations and mutual funds. Its registered office is situated at Sherpur Chowk, G.T. Road, Ludhiana, Punjab 141 010, India. The equity shares of HSJ are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of HSJ as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Mr. Harpal Singh 1,045,500 51.00 2. Mrs. Sunit Harpal Singh 502,250 24.50 3. Mr. Jaivir Singh 502,250 24.50

Total 2,050,000 100.00

There has been no change in the capital structure of HSJ in the last six months.

Board of Directors

The board of directors of HSJ currently comprises Mrs. Sunit Harpal Singh, Mr. Sukhjit Singh, Mr. Jaivir Singh and Mr. Pankaj Kumar Malhotra.

221

Financial Performance As HSJ was incorporated in Fiscal 2009, the financial results for Fiscal 2007 and 2008 are not available. The audited summary financial data of HSJ for Fiscal 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31, 2009

Sales and other Income 0.21 Profit/(Loss) after tax 0.02 Equity capital 20.50 Reserves and surplus (excluding revaluation reserves)(1) 0.02 Earnings/(Loss) per share (diluted) (Rs.) (2) 0.03 Earnings/(Loss) per share (basic) (Rs.) (2) 0.01 Book value per share (Rs.) (2) 10.01

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.100.

(j) Impact Agencies Private Limited (“IAPL”) IAPL was incorporated on November 14, 1990 under the Companies Act. Its registered office is situated at Sherpur Chowk, G.T. Road, Ludhiana, Punjab 141 003, India. IAPL is engaged in the business of the sale and purchase of two-wheelers and their repairs. The equity shares of IAPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of IAPL as on August 21, 2009 was as follows:

S.

No.

Names of the Shareholder

Number of equity shares of

Rs.100 each

Percentage of equity capital

(%)

1. Mrs. Sunit Harpal Singh 22,939 47.79 2. Mr. Sukhjit Singh 11,746 24.47 3. Nr. Karanjit Singh Bajwa 11,753 24.49 4. Mr. Harpal Singh 1,521 3.17 5. Others 41 0.08

Total 48,000 100.00

There has been no change in the capital structure of IAPL in the last six months. Board of Directors The board of directors of IAPL currently comprises Mr. Harpal Singh, Mrs. Sunit Harpal Singh, Mr. Sukhjit Singh, Mr. Karanjit Singh Bajwa, Mr. Ajay Singh Cheema and Mr. Pankaj Kumar Malhotra.

Financial Performance The audited summary financial data of IAPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 264.72 309.31 283.29 Profit/(Loss) after tax 0.66 1.14 1.41 Equity capital 4.80 4.80 4.80 Reserves and surplus (excluding revaluation reserves)(1) 18.60 19.74 21.15

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Year ended March 31,

2006

2007

2008

Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 13.83 27.96 26.99 Book value per share (Rs.)(2) 487.46 511.25 540.67

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.100.

Significant Notes of auditors of IAPL

Year ending March 31, 2008 Rent of branch office at Ferozepur Road, Ludhiana amounting to Rs.0.20 million has not been provided due to legal case. The effect of the above will reduce the current year net profit and reserves and surplus by the same amount. Year ending March 31, 2007 Rent of branch office at Ferozepur Road, Ludhiana not provided amounting to Rs.0.20 million. Had the rent been provided, the net profit and reserves and surplus would have been lower by Rs.0.20 million. Year ending March 31, 2006 Rent of branch office at Ferozepur Road, Ludhiana not provided amounting to Rs.0.20 million. Had the rent been provided, the net profit and reserves and surplus would have been lower by Rs.0.20 million. (k) Impact Hotels and Resorts Private Limited (“IHRPL”) IHRPL was incorporated on August 28, 2008 under the Companies Act. Its registered office is situated at Sherpur Chowk, G.T. Road, Ludhiana, Punjab 141 003, India. IHRPL is engaged in the business of running and managing, either as owners or on lease or on a contract basis, hotels, resorts, guest houses, restaurants, etc. The equity shares of IHRPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of IHRPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Mrs. Sunit Harpal Singh 9,500 9.50 2. Mr. Sukhjit Singh 500 0.50 3. Impact Projects Private Limited 90,000 90.00

Total 100,000 100.00

IHRPL allotted 90,000 equity shares of Rs.10 each to Impact Projects Private Limited on March 31, 2009. Other than as disclosed above, there has been no change in the capital structure of IHRPL in the last six months.

Board of Directors

The board of directors of IHRPL currently comprises Mrs. Sunit Harpal Singh, Mr. Sukhjit Singh and Mr. Deepak Nirula.

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Financial Performance As IHRPL was incorporated in Fiscal 2009, the financial results for Fiscal 2006, 2007 and 2008 are not available. (l) Impact Leasing Private Limited (“ILPL”) ILPL was incorporated on June 18, 1993 under the Companies Act. Its registered office is situated at Sherpur Chowk, G.T. Road, Ludhiana, Punjab 141 003, India. ILPL was incorporated to conduct the business of money lending and financing industrial enterprises, corporations and other persons and is engaged in the business of leasing, hire-purchase and finance. The equity shares of ILPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of ILPL as on August 21, 2009 was as follows:

S.

No.

Names of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Impact Agencies Private Limited 934,820 93.83 2. Mr. Ajay Singh Cheema 1,020 0.10 3. Ms. Sukhbans Kaur 11,000 1.10 4. Ms. Davinder Kaur 30,200 3.03 5. Mr. Pankaj Kumar Malhotra 18,640 1.87 6. Others 650 0.07

Total 996,330 100.00

There has been no change in the capital structure of ILPL in the last six months. Board of Directors The board of directors of ILPL currently comprises Mr. Sukhjit Singh, Mr. Karanjit Singh Bajwa and Mr. Pankaj Kumar Malhotra.

Financial Performance The audited summary financial data of ILPL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 14.78 16.54 18.01 Profit/(Loss) after tax 0.65 1.18 1.17 Equity capital 7.06 9.96 9.96 Reserves and surplus (excluding revaluation reserves)(1) 5.56 6.74 7.90 Earnings/(Loss) per share (diluted) (Rs.)(2) 0.92 1.19 1.18 Earnings/(Loss) per share (basic) (Rs.)(2) 0.89 1.18 1.18 Book value per share (Rs.)(2) 17.87 16.76 17.94

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of ILPL

Year ending March 31, 2008

224

In the auditor’s opinion and to the best of their information and according to the explanation given to them, subject to non-compliance of provision of section 209 in respect of maintenance of accounts on cash basis. Year ending March 31, 2007 In the auditor’s opinion and to the best of their information and according to the explanation given to them, subject to non-compliance of provision of section 209 in respect of maintenance of accounts on cash basis. Year ending March 31, 2006 In the auditor’s opinion and to the best of their information and according to the explanation given to them, subject to non-compliance of provision of section 209 in respect of maintenance of accounts on cash basis. (m) Impact Motors Private Limited (“IMPL”) IMPL was incorporated on May 16, 1995 under the Companies Act. Its registered office is situated at Sherpur Chowk, G.T. Road, Ludhiana, Punjab 141 003, India. IMPL is engaged in the business of automobile sale, purchase and repairs, as well as real estate development. The equity shares of IMPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of IMPL as on August 21, 2009 was as follows:

S.

No.

Names of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Impact Agencies Private Limited 304,820 60.96 2. Impact Leasing Private Limited 85,000 17.00 3. Mr. Ajay Singh Cheema 59,975 12.00 4. Mr. Tej Pal Singh Mann 50,000 10.00 6. Others 205 0.04

Total 500,000 100.00

There has been no change in the capital structure of IMPL in the last six months. Board of Directors The board of directors of IMPL currently comprises Mr. Sukhjit Singh, Mr. Shivet Singh Sandhu, Mr. Partap Singh Bajwa, Mr. Jaivir Singh, Mr. Pankaj Kumar Malhotra and Mrs. Ravdeep Cheema.

Financial Performance The audited summary financial data of IMPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 31.89 50.48 47.16 Profit/(Loss) after tax (0.52) 1.62 3.33 Equity capital 5.00 5.00 5.00 Reserves and surplus (excluding revaluation reserves)(1) (2.54) (0.92) 2.41 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (1.05) 3.25 6.66 Book value per share (Rs.)(2) 4.92 8.17 14.83

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

225

(n) Impact Projects Private Limited (“IPPL”) IPPL was incorporated on June 1, 2001 under the Companies Act. Its registered office is situated at B-XX-3364, Ferozepur Road, Ludhiana, Punjab 141 001, India. IPPL is engaged in the business of integrated township development involving the provision of all kinds of residential, educational, commercial, institutional and industrial buildings. The equity shares of IPPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of IPPL as on August 21, 2009 was as follows:

S.

No.

Names of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Impact Agencies Private Limited 3,033,860 71.39 2. Mr. Harpal Singh 153,016 3.60 3. Mr. Ajay Singh Cheema 425,016 10.00 4. Mr. Karanjit Singh Bajwa 212,500 5.00 5. Mr. Sukhjit Singh 212,500 5.00 6. Mr. Jaivir Singh 212,500 5.00 7. Others 608 0.01

Total 4,250,000 100.00

There has been no change in the capital structure of IPPL in the last six months. Board of Directors The board of directors of IPPL currently comprises Mr. Harpal Singh, Mrs. Sunit Harpal Singh, Mr. Sukhjit Singh, Mr. Karanjit Singh Bajwa, Mr. Ajay Singh Cheema, Mr. Pankaj Kumar Malhotra and Mr. Deepak Nirula.

Financial Performance The audited summary financial data of IPPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 106.66 202.99 326.92 Profit/(Loss) after tax 2.55 3.67 4.26 Equity capital 42.50 42.50 42.50 Reserves and surplus (excluding revaluation reserves)(1) 3.07 6.65 10.89 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 0.60 0.86 1.00 Book value per share (Rs.)(2) 10.72 11.56 12.56

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of IPPL

Year ending March 31, 2008 In the auditor’s opinion and to the best of their information and according to the explanation given to them, subject to the non-compliance of section 383A of the Companies Act, 1956, regarding appointment of a company secretary.

226

Year ending March 31, 2007 In the auditor’s opinion and to the best of their information and according to the explanation given to them, subject to the non-compliance of section 383A of the Companies Act, 1956, regarding appointment of a company secretary. Year ending March 31, 2006 In the auditor’s opinion and to the best of their information and according to the explanation given to them, subject to the non-compliance of section 383A of the Companies Act, 1956, regarding appointment of a company secretary. (o) Impact Realty Developers Private Limited (“IRDPL”) IRDPL was incorporated on November 13, 2007 under the Companies Act. Its registered office is situated at Sherpur Chowk, G.T. Road, Ludhiana, Punjab 141 003, India. IRDPL is engaged in the business of real estate and properties, including the purchase, development and sale of land, plots, commercial plots, buildings, residential houses, etc.

The equity shares of IRDPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of IRDPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity

capital (%)

1. Mr. Harpal Singh 5,100 51.00 2. Mrs. Sunit Harpal Singh 4,800 48.00 3. Mr. Sukhjit Singh 100 1.00

Total 10,000 100.00

There has been no change in the capital structure of IRDPL in the last six months. Board of Directors The board of directors of IRDPL currently comprises Mr. Harpal Singh, Mrs. Sunit Harpal Singh and Mr. Sukhjit Singh. Financial Performance

As IRDPL was incorporated in Fiscal 2008, the financial results for Fiscal 2006 and 2007 are not available. The audited summary financial data of IRDPL for Fiscal 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31, 2008

Sales and other Income - Profit/(Loss) after tax 0.01 Equity capital 0.10 Reserves and surplus (excluding revaluation reserves)(1) (0.03) Earnings/(Loss) per share (diluted) (Rs.)(2) (0.96) Earnings/(Loss) per share (basic (Rs.)(2) (1.39) Book value per share (Rs.)(2) 7.12

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

227

(p) Lifetime Healthcare Private Limited (“LIFHPL”) LIFHPL was incorporated on April 1, 2005 under the Companies Act. Its registered address is 2nd Floor, 6, Devika Tower, Nehru Place, New Delhi 110 019, India. LIFHPL is engaged in the business of selling and distribution of pharmaceuticals, medicines, healthcare products and surgical appliances. LIFHPL, along with Pill & Powder Private Limited, Religare Wellness Limited and SAK Consumer Retail Services Limited, has filed an application dated May 26, 2009 in the High Court of Delhi at New Delhi for the merger of LIFHPL, Pill & Powder Private Limited and SAK Consumer Retail Services Limited with Religare Wellness Limited. The equity shares of LIFHPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of LIFHPL as on August 21, 2009 was as follows:

S.

No.

Names of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Wellness Limited 2,890,194 99.99 2. Dr. Sanjeev Krishan Chaudhry* 1 0.00 3. Mr. Sunil Godhwani* 1 0.00 4. Mr. Anil Saxena* 1 0.00 5. Mr. Shachindra Nath* 1 0.00 6. Mr. Atul Gupta* 1 0.00 7. Mr. Sunil Garg* 1 0.00

Total 2,890,200 100.00

______________

* As a nominee of RWL.

There has been no change in the capital structure of LIFHPL in the last six months. Board of Directors The board of directors of LIFHPL currently comprises Dr. Sanjeev Krishan Chaudhry, Mr. Rahul Chadha and Mr. Shachindra Nath.

Financial Performance The audited summary financial data of LIFHPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 23.96 119.63 154.63 Profit/(Loss) after tax (43.18) (107.88) (204.57) Equity capital 20.00 28.85 28.90 Reserves and surplus (excluding revaluation reserves)(1) (43.18) (151.06) (355.62) Earnings/(Loss) per share (basic) (Rs.)(2) (21.59) (46.46) (70.82) Earnings/(Loss) per share (diluted) (Rs.)(2) * * * Book value per share (Rs.)(2) (11.59) (42.36) (113.04)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

* There is no diluted EPS since potential equity shares are anti-dilutive.

As on March 31, 2008, LIFHPL had a negative net worth of Rs.326.72 million.

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(q) Luxury Farms Private Limited (“LFPL”) LFPL was incorporated on November 7, 1988 under the Companies Act. Its registered office is situated at Vistas 26, Maulsari Avenue, Westend Green Farms, Rajokri, New Delhi 110 038, India. LEPL is engaged in the business of social, industrial and commercial forestry, farming and poultry. The equity shares of LFPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of LFPL as on August 21, 2009 was as follows:

S.

No.

Name of the Shareholder

Number of equity

shares of Rs.10 each

Percentage of equity

capital (%)

1. Mr. Malvinder Mohan Singh and Mrs. Japna Malvinder Singh 45,040 50.02 2. Mr. Malvinder Mohan Singh 45,000 49.98

Total 90,040 100.00

In addition, LFPL has issued 10,000 14% non-cumulative redeemable preference shares of Rs.100 each and 105,000 12% non-cumulative redeemable preference shares of Rs.100 each. The issued and paid-up share capital of LFPL was increased from Rs.1,900,400 to Rs.12,400,400 by the allotment of 105,000 12% non-cumulative redeemable preference shares of Rs.100 each on March 30, 2009. Other than as disclosed above, there has been no change in the capital structure of LFPL in the last six months. Board of Directors

The board of directors of LFPL currently comprises Mr. Malvinder Mohan Singh, Mrs. Japna Malvinder Singh and Mr. Rana Ranbir Singh Grewal. Financial Performance The audited summary financial data of LFPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income - 4.94 11.03 Profit/(Loss) after tax (3.98) 0.81 (0.39) Equity capital* 0.90 0.90 0.90 Reserves and surplus (excluding revaluation reserves)(1) (48.15) (46.70) (46.42) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) * (44.25) 9.02 (4.36) Book value per share (Rs.)(2)* (524.73) (508.65) (505.58)

_____________

* Excludes the 10,000 14% non-cumulative redeemable preference shares of Rs.100 each.

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

As on March 31, 2008, LFPL had a negative net worth of Rs.45.52 million. (r) Maharishi Housing Development Finance Corporation Limited (“MHDFC”) MHDFC was incorporated on June 30, 1993 under the Companies Act. Its registered office is situated at A-14, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi 110 044, India. MHDFC is engaged in the business of housing finance.

229

The equity shares of MHDFC are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. The details of the approval obtained by MHDFC in respect of its business are as follows:

Shareholding Pattern The shareholding pattern of MHDFC as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Enterprises Limited 20,000,250 80.00 2. Maharishi Housing Development Trust 4,963,160 19.85 3. Mr. Anand Prakash Shrivastava 36,568 0.15 4. Mr. Deepak Jain 5 0.00 5. Mr. Sanjay Srivastava 3 0.00 6. Mr. Manoj Shrivastava 3 0.00 7. Ms. Nishi Shrivastava 3 0.00 8. Ms. Aditi Shrivastava 2 0.00 9. Mr. Rajeev Arora 3 0.00

10. Mr. C.P. Sharma 3 Total 25,000,000 100.00

MHDFC increased its authorized share capital from Rs.250 million to Rs.400 million with effect from May 28, 2009. The paid-up share capital of MHDFC was increased from Rs.50 million to Rs.250 million by the allotment of 20 million equity shares of Rs.10 each on June 15, 2009. Other than as disclosed above, there has been no change in the capital structure of MHDFC in the last six months. Board of Directors

The board of directors of MHDFC currently comprises Mr. Shachindra Nath, Mr. Anil Saxena, Mr. Kavi Arora, Mr. Anuj Chowdhry, Mr. Ravi Sethurathnam and Mr. Chhatar Pal Sharma. Financial Performance The audited summary financial data of MHDFC for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 11.96 8.53 10.05 Profit/(Loss) after tax (54.98) 0.28 0.07 Equity capital 50.00 50.00 50.00 Reserves and surplus (excluding revaluation reserves)(1)* 18.60 18.95 19.09 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (11.00) 0.06 0.01 Book value per share (Rs.)(2)* 13.72 13.79 13.82

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

* Includes the reserve created under the National Housing Bank Act.

S.

No.

Approval Granted

Authority

Reference/Registrati

on Number

Date of Issue

Validity

1. Certificate of Registration to carry on the business of a housing finance institution without accepting public deposits

National Housing Bank

No. 02.0060.04 October 15, 2004

Valid until suspension or cancellation

230

Significant Notes of auditors of MHDFC

Year ending March 31, 2009: Nil Year ending March 31, 2008 The auditor is unable to comment on the capital adequacy of the company as at March 31, 2008 as no returns have been submitted to the National Housing Bank in accordance with the Housing Finance Companies (NHB) Directions 2001. Year ending March 31, 2007 The auditor is unable to comment on the capital adequacy of the company as at March 31, 2008 as no returns have been submitted to the National Housing Bank in accordance with the Housing Finance Companies (NHB) Directions 2001. (s) Malav Holdings Private Limited (“MHPL”) MHPL was incorporated on December 14, 1981 under the Companies Act as an investment company under the name “Montari Containers Private Limited”. Subsequently, on January 27, 2000, its name was changed to “Malav Holdings Private Limited”. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. MHPL was incorporated to conduct the business of buying, underwriting, leasing, investing in, acquiring or holding shares, stocks, debentures, bonds, obligations and securities of any kind issued or guaranteed by any company; dealing in shares, stock and debentures; and purchasing, taking on lease or in exchange or hire or otherwise acquiring and dealing in any movable or immovable property, patents, licenses, rights or privileges. Pursuant to a request for cancellation made by MHPL to the RBI on April 9, 2007, MHPL’s certificate of registration to carry on the business of a non-banking financial institution was cancelled in terms of an order dated March 17, 2008 of the RBI. The equity shares of MHPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of MHPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity

shares of Rs.10 each

Percentage of equity

capital (%)

1. Mr. Malvinder Mohan Singh jointly with Mrs. Japna Malvinder Singh 361,500 95.13 2. Mr. Malvinder Mohan Singh 18,500 4.87

Total 380,000 100.00

In addition, MHPL has issued 12,850,000 Class A non-voting equity shares of Rs.10 each and 3,770,000 10% non-cumulative redeemable non-voting preference shares of Rs.10 each. The issued and paid-up share capital of MHPL was increased from Rs.170,000,000 to Rs.170,030,000 by the allotment of 3000 10% non-cumulative redeemable preference shares of Rs.10 each on March 30, 2009. Other than as disclosed above, there has been no change in the capital structure of MHPL in the last six months. Board of Directors The board of directors of MHPL currently comprises Mr. Malvinder Mohan Singh, Mrs. Japna Malvinder Singh and Mr. Rana Ranbir Singh Grewal.

231

Financial Performance The audited summary financial data of MHPL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 0.36 2.11 1,113.54 Profit/(Loss) after tax (7.21) (150.33) 848.19 Equity capital* 132.30 132.30 132.30 Reserves and surplus (excluding revaluation reserves)(1) (11.77) (162.10) 689.04 Earnings/(Loss) per share (basic and diluted) (Rs.)(2)* (0.55) (11.36) 64.11 Book value per share (Rs.)(2)* 9.11 (2.25) 62.08

_____________

* Excludes the 12,850,000 Class A non-voting equity shares of Rs.10 each and the 3,770,000 10% non-cumulative redeemable non-voting

preference shares of Rs.10 each.

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(t) Meadows Buildtech Private Limited (“MBPL”) MBPL was incorporated on April 25, 2008 under the Companies Act. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. MBPL is engaged in the business of selling, purchasing, developing and dealing in all kinds of property. The equity shares of MBPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of MBPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. R.C. Nursery Private Limited 9,990 99.90 2. Mrs. Aditi Shivinder Singh* 10 0.10

Total 10,000 100.00

______________

* As a nominee of RCNPL.

There has been no change in the capital structure of MBPL in the last six months. Board of Directors The board of directors of MBPL currently comprises Mrs. Aditi Shivinder Singh, Ms. Raj Shree Singh and Mr. Manu Kapila. Financial Performance As MBPL was incorporated in Fiscal 2009, the financial results for Fiscal 2006, 2007 and 2008 are not available. (u) Medsource Health Care Private Limited (“Medsource”) Medsource was incorporated on July 2, 2002 under the Companies Act. Its registered office is situated at 2nd Floor, 6, Devika Tower, Nehru Place, New Delhi 110 019, India. Medsource is engaged in the business of trading new or improved healthcare medical and hospital equipment, consumables and medicines.

232

The equity shares of Medsource are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of Medsource as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Wellness Limited 500,668 99.99 2. Mr. Shivinder Mohan Singh* 1 0.00 3. Dr. Sanjeev Krishan Chaudhry* 1 0.00 4. Mr. Sunil Godhwani* 1 0.00 5. Mr. Anil Saxena* 1 0.00 6. Mr. Shachindra Nath* 1 0.00 7. Mr. Atul Gupta* 1 0.00 8. Mr. Sunil Kumar Garg* 1 0.00

Total 500,675 100.00

______________

* As a nominee of RWL.

There has been no change in the capital structure of Medsource in the last six months. Board of Directors The board of directors of Medsource currently comprises Dr. Sanjeev Krishan Chaudhry, Mr. Rahul Chadha and Mr. Atul Gupta. Financial Performance The audited summary financial data of Medsource for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 255.49 214.01 188.37 Profit/(Loss) after tax 11.78 8.54 (23.51) Equity capital 5.01 5.01 5.01 Reserves and surplus (excluding revaluation reserves)(1) 27.50 36.06 12.55 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 23.54 17.05 (46.95) Book value per share (Rs.)(2) 64.92 82.02 35.07

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(v) Oscar Investments Limited (“OIL”) OIL was incorporated on January 25, 1978 under the Companies Act as an investment company to conduct the business of investing, acquiring, holding, selling, buying or otherwise dealing in securities. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. The details of the approval obtained by OIL in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of

Issue

Validity

1. Certificate of Registration to carry on the business of a non-banking financial institution without accepting public deposits

RBI No. B-14.01958 September 7, 2000

Valid until further notice

233

The equity shares of OIL are listed on the BSE and the Delhi Stock Exchange Limited. Shareholding Pattern The shareholding pattern of OIL as on June 30, 2009 was as follows:

Total shareholding as a

percentage of total

number of shares

Shares pledged or

otherwise encumbered

Category of Shareholder

Number of

Shareholders

Total

number of

shares

Number of

shares held in

dematerialized

form

As a

percentage

of (A+B)1

As a

percentage

of

(A+B+C)

Number

of Shares

As a

percentage

(ix) =

(viii)/(iv)*

100

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Shareholding of Promoter and

Promoter Group2 Indian Individuals/Hindu Undivided Family 3 258,250 258,250 1.49 1.49 0 0.00 Central Government/State Government(s) 0 0 0 0.00 0.00 0 0.00 Bodies Corporate 9 11,683,667 7,455,259 67.61 67.61 0 0.00 Financial Institutions/Banks 0 0 0 0.00 0.00 0 0.00 Any Others(Specify) 0 0 0 0.00 0.00 0 0.00 0 0 0 0.00 0.00 0 0.00 0 0 0 0.00 0.00 0 0.00 Sub Total(A)(1) 12 11,941,917 7,713,509 69.11 69.11 0 0.00 Foreign Individuals (Non-Residents Individuals/Foreign Individuals) 0 0 0.00 0.00 0 0.00 Bodies Corporate 0 0 0.00 0.00 0 0.00 Institutions 0 0 0.00 0.00 0 0.00 Any Others(Specify) 0 0 0.00 0.00 0 0.00 0 0 0.00 0.00 0 0.00 0 0 0.00 0.00 0 0.00 Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00 Total Shareholding of

Promoter and Promoter

Group (A)= (A)(1)+(A)(2) 12 11,941,917 7,713,509 69.11 69.11 0 0.00 Public shareholding 3 Institutions Mutual Funds/ UTI 0 0 0.00 0.00 0 0.00 Financial Institutions / Banks 0 0 0.00 0.00 0 0.00 Central Government/ State Government(s) 0 0 0.00 0.00 0 0.00 Venture Capital Funds 0 0 0.00 0.00 0 0.00 Insurance Companies 0 0 0.00 0.00 0 0.00 Foreign Institutional Investors 0 0 0.00 0.00 0 0.00 Foreign Venture Capital Investors 0 0 0.00 0.00 0 0.00 Any Other (specify) 0 0 0.00 0.00 0 0.00 Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00 Non-institutions Bodies Corporate 6 4,096,908 2,559,908 23.71 23.71 0 0.00 Individuals Individual shareholders holding 2,428 571,195 229,257 3.31 3.31 0 0.00

234

Total shareholding as a

percentage of total

number of shares

Shares pledged or

otherwise encumbered

Category of Shareholder

Number of

Shareholders

Total

number of

shares

Number of

shares held in

dematerialized

form

As a

percentage

of (A+B)1

As a

percentage

of

(A+B+C)

Number

of Shares

As a

percentage

(ix) =

(viii)/(iv)*

100

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

nominal share capital up to Rs.1 lakh Individual shareholders holding nominal share capital in excess of Rs.1 lakh. 2 670,600 0 3.88 3.88 0 0.00 Any Other (specify) 0 0 0 Sub-Total (B)(2) 2,436 5,338,703 2,789,165 30.89 30.89 0 0

Total Public Shareholding

(B)= (B)(1)+(B)(2) 2,436 5,338,703 2,789,165 30.89 30.89 0 0

TOTAL (A)+(B) 2,448 17,280,620 10,502,674 100 100 0 0

(C) Shares held by Custodians and against which Depository Receipts have been issued 0 0 0 0.00 0.00 0 0.00 GRAND TOTAL (A)+(B)+(C) 2,448 17,280,620 10,502,674 100 100 0 0

Board of Directors

The board of directors of OIL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh, Mrs. Japna Malvinder Singh, Mrs. Aditi Shivinder Singh, Mr. V.M. Bhutani and Mr. Anuj Chowdhry. Promise v/s Performance OIL issued 9,886,779 equity shares of Rs.10 each and 2,118,596 unsecured zero coupon fully convertible debentures of Rs.70 each for cash at par aggregating to Rs.148,301,720 on a rights basis to the shareholders of OIL on August 26, 1996. The objects of the issue were to increase OIL’s scale of operations and to augment its long term resources. No projections were made in connection with the issue and the objects in relation to the issue were met. Information about Share Price The monthly high and low of the price of the equity shares of OIL on the BSE in the preceding six months is set forth below:

BSE

Month

High (Rs.)

Low (Rs.)

March 2009 214.00 172.50 April 2009 221.00 170.00 May 2009 318.00 187.00 June 2009 340.45 240.05 July 2009 280.00 218.05 August 2009 517.10 226.05

___________

(Source: BSE website)

The price of the equity shares of OIL on the BSE as on September 18, 2009 was Rs. 426.55.

235

The market capitalization of OIL on the BSE as on September 18, 2009 was Rs. 7,371.05 million. The market price for the equity shares of OIL on the Delhi Stock Exchange Limited is not available.

Details of public or rights issue of capital in the last three years

There has been no public or rights issue of capital by OIL in the three years preceding the date of this Letter of Offer. However, the listing of 4,245,808 equity shares (2,096,104 equity shares to each of MHPL and SHPL and 53,600 Equity Shares to RHCHPL), issued and allotted by OIL on November 30, 2001, pursuant to a scheme of amalgamation approved by the High Court of Delhi on January 12, 2001, were listed and allowed to trade on the BSE with effect from July 30, 2007. Mechanism for redressal of investor grievance OIL has appointed Link Intime India Private Limited (formerly, Intime Spectrum Registry Limited) as its Registrar and Share Transfer Agent for redressing investor grievances. The complaints received, if any, are normally addressed within 10 days of receipt by OIL. There are no investor complaints currently pending against OIL. Financial Performance The audited summary financial data of OIL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 1,254.30 420.54 11,089.97 Profit/(Loss) after tax 1,101.90 128.65 9,526.77 Equity capital 172.80 172.80 172.80 Reserves and surplus (excluding revaluation reserves)(1) 3,091.70 3,222.82 12,749.62 Earnings/(Loss) per share (diluted) (Rs.)(2) 63.77 7.44 551.3 Book value per share (Rs.)(2) 188.91 196.50 747.8

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Other Information OIL received a notice dated April 2, 2004 from the BSE in relation to non-compliance with Clause 51 of the Listing Agreement by OIL. Subsequently, pursuant to a notice dated December 23, 2004, the BSE had suspended trading in the securities of OIL with effect from December 21, 2004, until the completion by OIL of all the formalities for revocation of the suspension. Pursuant to the information provided by OIL, the BSE by its letter dated June 20, 2005, intimated OIL of the decision of the Listing Committee of the BSE to revoke the suspension in the trading of the securities of OIL, subject to (i) payment of the reinstatement fees of Rs.60,000; (ii) submission of an undertaking stating that the promoters’ shareholding shall be subject to a lock-in for a period of one year from the date of revocation; and (iii) a declaration that the submissions made to the Registrar of Companies and the BSE are the same. By a letter dated September 15, 2005, OIL informed the BSE of fulfillment of all the requirements specified by the BSE. Pursuant to this letter, the BSE revoked the suspension of trading in the securities of OIL by an order dated November 16, 2006, effective from November 22, 2006. Further, OIL had in the past, not submitted timely disclosures required as per Regulations 6(2) and 6(4) of the Takeover Code as on February 20, 1997 and under Regulation 8(3) of the Takeover Code for the years 1998-2002 and 2006. However, the requisite disclosures under Regulations 6(2) and 6(4) of the Takeover Code have been submitted to the BSE through a letter dated October 19, 2006. Further, the requisite disclosures under Regulation 8(3) of the Takeover Code for the years 1998-2002 and 2006 have been submitted to the BSE through a letter dated October 31, 2006. In addition, OIL had not in the past, submitted timely disclosures in relation to the requirements of Clauses 35, 47, 49 and 51 of the Listing Agreement for the period ended September 2006. Appropriate information in relation to these requirements was submitted by OIL on October 31, 2006. In addition,

236

OIL failed to submit its shareholding pattern for the quarter ended March 31, 2008 under Clause 35 of the Listing Agreement. However, the shareholding pattern for the quarter ended March 31, 2008 was submitted on May 2, 2008 and OIL is currently complying with the disclosure requirements under the Listing Agreement. (w) Pill & Powder Private Limited (“P&P”) P&P was incorporated on May 21, 2003 under the Companies Act. Its registered office is situated at 2nd Floor, 6, Devika Tower, Nehru Place, New Delhi 110 019, India. P&P is engaged in the business of selling and distributing pharmacy products, healthcare products and healthcare equipment. P&P, along with LIFHPL, Religare Wellness Limited and SAK Consumer Retail Services Limited, has filed an application dated May 26, 2009 in the High Court of Delhi at New Delhi for the merger of P&P, LIFHPL and SAK Consumer Retail Services Limited with Religare Wellness Limited. The equity shares of P&P are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of P&P as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Lifetime Healthcare Private Limited 494,994 99.99 2. Dr. Sanjeev Krishan Chaudhry* 1 0.00 3. Mr. Sunil Godhwani* 1 0.00 4. Mr. Anil Saxena* 1 0.00 5. Mr. Shachindra Nath* 1 0.00 6. Mr. Atul Gupta* 1 0.00 7. Mr. Sunil Garg* 1 0.00

Total 495,000 100.00 ______________

* As a nominee of LIFHPL.

There has been no change in the capital structure of P&P in the last six months. Board of Directors The board of directors of P&P currently comprises Dr. Sanjeev Krishan Chaudhry, Mr. Anil Saxena and Mr. Sunil Garg. Financial Performance The audited summary financial data of P&P for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 60.09 67.89 64.88 Profit/(Loss) after tax (1.90) 0.39 2.39 Equity capital 4.95 4.95 4.95 Reserves and surplus (excluding revaluation reserves)(1) (2.97) (2.54) (0.12) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (3.82) 0.80 4.82 Book value per share (Rs.)(2) 4.00 4.87 9.75

______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

237

Significant Notes of auditors of P&P Year ended March 31, 2008: Nil Year ended March 31, 2007 The company is in compliance with all the Accounting Standards except for Accounting Standard 15. Year ended March 31, 2006 The company is in compliance with all the Accounting Standards except for Accounting Standard 15. (x) R.C. Nursery Private Limited (“RCNPL”) RCNPL was incorporated on March 3, 1994 under the Companies Act. Its registered office is situated at 10, Maulsari Avenue, Westend Green Farms, Rajokri, New Delhi 110 038, India. RCNPL is engaged in the business of cultivating and producing vegetables, fruits and fruit products and other agricultural products. The equity shares of RCNPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RCNPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Mr. Shivinder Mohan Singh 180,000 72.00 2. Shivi Holdings Private Limited 70,000 28.00

Total 250,000 100.00

RCNPL reclassified its authorized share capital of Rs.5,000,000 divided into 500,000 equity shares of Rs.10 each into 250,000 equity shares of Rs.10 each and 250,000 10% non-cumulative redeemable preference shares of Rs.10 each. There has been no change in the capital structure of RCNPL in the last six months.

Board of Directors

The board of directors of RCNPL currently comprises Mr. Shivinder Mohan Singh, Mrs. Aditi Shivinder Singh, Mr. V.M. Bhutani and Mr. Jasbir Grewal. Financial Performance The audited summary financial data of RCNPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 0.66 0.31 0.67 Profit/(Loss) after tax (0.52) (0.54) (0.30) Equity capital 2.50 2.50 2.50 Reserves and surplus (excluding revaluation reserves)(1) (3.74) (4.28) (4.58) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (2.09) (2.17) (1.20) Book value per share (Rs.)(2) (4.95) (7.11) (8.31)

_____________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

238

As on March 31, 2008, RCNPL had a negative net worth of Rs. 2.08 million. (y) Religare Arts Initiative Limited (“RAIL”) RAIL was incorporated on August 13, 2007 under the Companies Act. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RAIL is engaged in the business of buying, selling, trading, stocking of art including paintings, sculptures, goods of artistic value and the promotion of art and the provision of art related services. The equity shares of RAIL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RAIL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

Religare Enterprises Limited 4,999,400 99.99 Mr. Sunil Godhwani* 100 0.00 Mr. Shachindra Nath* 100 0.00 Mr. Anil Saxena* 100 0.00 Mr. Sunil Kumar Garg* 100 0.00 Mr. Atul Gupta* 100 0.00 Mr. Amit Sarup* 100 0.00

Total 5,000,000 100.00

_____________

* As a nominee of REL.

There has been no change in the capital structure of RAIL in the last six months.

Board of Directors The board of directors of RAIL currently comprises Mr. Anil Saxena, Mr. Amit Sarup and Mr. Padam Bahl. Financial Performance As RAIL was incorporated in Fiscal 2008, the financial results for Fiscal 2007 are not available. The audited summary financial data of RAIL for Fiscal 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2008

2009

Sales and other Income 0.49 5.29 Profit/(Loss) after tax (11.00) (61.01) Equity capital 20.00 50.00 Reserves and surplus (excluding revaluation reserves)(1) (11.00) (72.01) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (13.57) (14.93) Book value per share (Rs.)(2) 4.49 (4.40)

________________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RAIL

Year ending March 31, 2009

239

1. The auditor has drawn attention to preparation of accounts on a going concern basis even though the net worth of the company has been substantially eroded due to accumulated losses, taking into account management’s assessment of growth of business and commitment by the holding company to subscribe to additional capital if required.

2. On the basis of an overall examination of the balance sheet of the company, in the auditors’ opinion and

according to the information and explanations given to them, the company has utilized funds raised on a short term basis aggregating to Rs. 41.11 million towards long term investments, fixed assets, deposits and operating losses.

Year ending March 31, 2008 On the basis of an overall examination of the balance sheet of the company, in the auditors’ opinion and according to the information and explanations given to them, the company has utilized funds raised on a short term basis aggregating Rs.16.52 million towards long term investments in fixed assets, deposits and operating loss. As on March 31, 2009, RAIL had a negative net worth of Rs. 22.01 million. (z) Religare Capital Markets Limited (“RCML”) RCML was incorporated on February 9, 2007 under the Companies Act. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RCML is engaged in the business of merchant banking, institutional broking, portfolio management, financial advisory services and other financial intermediary services. The details of the approvals obtained by RCML in respect of its business are as follows:

_______________

* SEBI by a letter dated January 21, 2008 has approved the transfer of the registration of RSL as a Category I Merchant Banker in favor

of RCML, without effecting a change in the SEBI registration number.

The equity shares of RCML are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern

The shareholding pattern of RCML as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

Religare Enterprises Limited 41,549,400 99.99 Mr. Ashu Madan* 100 0.00 Mr. Bikram Singh Yadava* 100 0.00 Mr. Anil Saxena* 100 0.00 Mr. Sunil Godhwani* 100 0.00 Mr. Sunil Kumar Garg* 100 0.00

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

1. Certificate of Registration as a Merchant Banker in Category I*

SEBI INM000011062 December 12, 2006 Valid until December 11, 2009

2. Certificate of Registration as a member of BSE in the cash segment

SEBI INB011302636 July 31, 2008 Valid until suspension or cancellation

3. Certificate of Registration as a multiple member of NSE in the cash segment

SEBI INB231302630 July 31, 2008 Valid until suspension or cancellation

4. Certificate of Registration as a self clearing member of NSE in the derivatives segment

SEBI INF231302630 July 31, 2008 Valid until suspension or cancellation

5. Certificate of Registration as a trading member of NSE in the derivatives segment

SEBI INF231302630 July 31, 2008 Valid until suspension or cancellation

240

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

Mr. Shachindra Nath* 100 0.00 Total 41,550,000 100.00

_______________

* As a nominee of REL.

On June 17, 2009, the paid-up share capital of RCML was increased from Rs.355.50 million to Rs.415.50 million by the allotment of 6 million equity shares of Rs.10 each. Other than as disclosed above, there has been no change in the capital structure of RCML in the last six months. Board of Directors The board of directors of RCML currently comprises Mr. Hemant Dhingra, Mr. Shachindra Nath, Mr. Anil Saxena and Ms. Sangeeta Purushottam. Financial performance

The audited summary financial data of RCML for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 0.00 36.80 731.92 Profit/(Loss) after tax (0.13) 4.84 193.31 Equity capital 0.50 55.50 355.50 Reserves and surplus (excluding revaluation reserves)(1) (0.13) 4.71 1,398.02 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (2.64) 1.37 5.48 Book value per share (Rs.)(2) 7.36 10.85 49.33

_______________

(1) Net of miscellaneous expenditure not written off.(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RCML

Year ending March 31, 2009: Nil Year ending March 31, 2008 The internal control system needs to be strengthened to commensurate with the size of the company. Year ending March 31, 2007: Nil (aa) Religare Commodities Limited (“RCL”) RCL was incorporated on November 25, 2003 under the Companies Act as “Fortis Comdex Limited”. Subsequently, on January 17, 2006 its name was changed to “Religare Comdex Limited” and on June 2, 2006 its name was changed to “Religare Commodities Limited”. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RCL is engaged in the business of trading and broking in all commodities including agricultural products, metals, petroleum and energy products and derivatives thereof. The details of the approvals obtained by RCL in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration Number

Date of Issue

Validity

1. Certificate of Membership (as on January 8, 2004

NCDEX NCDEX-CO-04-00109 August 25, 2004

Valid until cessation or suspension of

241

S.

No.

Approval Granted

Authority

Reference/

Registration Number

Date of Issue

Validity

membership 2. Certificate of Membership as

Trading-cum-Clearing Member of MCX (as on March 3, 2004)

MCX 10575 December 5, 2005

Valid until suspension or cancellation

3. Allotment of Unique Membership Code

FMC MCX/TCM/CORP/0517

December 22, 2005

Valid until suspension or cancellation

4. Allotment of Unique Membership Code

FMC NCDEX/TCM/CORP/0264

December 29, 2005

Valid until suspension or cancellation

5. Allotment of Unique Membership Code

FMC NMCE/TCM/CORP./0050

November 2, 2006

Valid until suspension or cancellation

6. Certificate of Membership as Trading-cum-Clearing Member of the National Multi Commodity Exchange of India Limited.

NMCE

CL0142 October 23, 2006

Valid until suspension or cancellation

7. Allotment of Membership Number by NCDEX Spot Exchange Limited

NCDEX Spot Exchange Limited

10042 September 12, 2008

Valid until suspension or cancellation

8. Allotment of Membership Number by National Spot Exchange Limited (as of July 29, 2008)

National Spot Exchange Limited

10180 July 29, 2009 Valid until suspension or cancellation

The equity shares of RCL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RCL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Religare Enterprises Limited 1,999,400 99.97 2. Mr. Malvinder Mohan Singh* 100 0.00 3. Mr. Shivinder Mohan Singh* 100 0.00 4. Mrs. Japna Malvinder Singh* 100 0.00 5. Mrs. Aditi Shivinder Singh* 100 0.00 6. Mr. Gurpreet Singh Dhillon* 100 0.00 7. Mrs. Gurkirat Singh Dhillon * 100 0.00

Total 2,000,000 100.00

_______________

* As a nominee of REL.

There has been no change in the capital structure of RCL in the last six months. Board of Directors

The board of directors of RCL currently comprises Mr. Sunil Godhwani, Mr. Shachindra Nath, Mr. S. Amarnath, Mr. Bikram Singh Yadava, Mr. Hemant Dhingra and Mr. Padam Bahl.

Financial Performance

The audited summary financial data of RCL for Fiscal 2007, 2008 and 2009 is set forth below:

242

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 143.71 323.16 520.09 Profit/(Loss) after tax 4.64 8.84 48.11 Equity capital 7.50 20.00 20.00 Reserves and surplus (excluding revaluation reserves)(1) 2.98 29.33 77.44 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 6.18 4.61 24.06 Book value per share (Rs.)(2) 13.98 24.66 48.72

______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RCL

Year ending March 31, 2009: Nil Year ending March 31, 2008 1. The internal control system needs to be strengthened to be commensurate with the size of the company. 2. The company has an internal audit system which is generally commensurate with its size and nature of its

business. However, the scope and coverage of internal audit system needs to be enclarged. 3. The company has used funds aggregating Rs.13.43 million raised on a short term basis for the purchase

of fixed assets. Year ending March 31, 2007 1. Internal control system needs to be strengthened to be commensurate with the size of the company and

the nature of its business for the purchase of fixed assets and for sale of services. 2. Scope and coverage of internal audit system needs to be enlarged.

(bb) Religare Enterprises Limited (“REL”) REL was incorporated on January 30, 1984 under the Companies Act under the name “Vajreshwari Cosmetics Private Limited”. Subsequently, on January 31, 2006, its name was changed to “Religare Enterprises Private Limited” and on August 11, 2006, the word “Private” was deleted from its name. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. REL is engaged in the business of an investment company and rendering financial advisory services, investment advisory services and management consultancy services directly and through its various subsidiaries. The details of an application made by REL for an approval in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration Number

Date of

Issue

Validity

1. Certificate of exemption from the requirement of obtaining a certificate of registration as an NBFC in terms of Section 45-IA of the Reserve Bank of India Act, 1934

RBI DNBS.ND.No. 2901/ Regn. New/04.18.999/ 2006-07

December 19, 2006

Pursuant to a letter dated April 9, 2009, the RBI has withdrawn the exemption from registration as an NBFC. REL has filed an application dated May 11, 2009 for the restoration of the exemption. The application is currently pending.

Pursuant to an application dated August 10, 2009, REL applied to the RBI for registration as an NBFC.

243

The equity shares of REL are listed on the BSE and the NSE. Shareholding Pattern The shareholding pattern of REL as on June 30, 2009 was as follows:

Total shareholding as a

percentage of total

number of shares

Shares pledged or otherwise

encumbered

Category of Shareholder

Number of

Shareholders

Total

number of

shares

Number of

shares held in

dematerialized

form

As a

percentage

of (A+B)1

As a

percentage

of

(A+B+C)

Number of

Shares

As a

percentage

(ix) =

(viii)/(iv)*

100

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Shareholding of Promoter

and Promoter Group

Indian Individuals/ Hindu Undivided Family

*4 38,375,000 38,375,000 50.27 50.27 13,650,000

(E)** 35.57

Central Government/ State Government(s) - - -

- - -

Bodies Corporate 3 2,813,500 2,813,500 3.69 3.69 - - Financial Institutions/ Banks - - - - - - - Any Others(Specify) - - - - - - - Sub Total(A)(1) 7 41,188,500 41,188,500 53.96 53.96 13,650,000 33.14 Foreign - Individuals (Non-Residents Individuals/ Foreign Individuals) 1 50 50 0.00 0.00 - - Bodies Corporate - - - - - - - Institutions - - - - - - - Any Others(Specify) - - - - - - - Sub Total(A)(2) 1 50 50 0.00 0.00 - - Total Shareholding of

Promoter and Promoter

Group (A)= (A)(1)+(A)(2) 8 41,188,550 41,188,550 53.96 53.96 13,650,000 33.14 Public shareholding Institutions Mutual Funds/ UTI 5 953,683 953,683 1.25 1.25 - - Financial Institutions / Banks 5 11,869 11,869 0.02 0.02 - - Central Government/ State Government(s) - - - - - - - Venture Capital Funds - - - - - - - Insurance Companies - - - - - - - Foreign Institutional Investors 6 2,692,529 2,692,529 3.53 3.53 - - Foreign Venture Capital Investors

- - - - - - -

Any Other (specify) - - - - - - - Sub-Total (B)(1) 16 3,658,081 3,658,081 4.79 4.79 NA NA Non-institutions - - - Bodies Corporate 704 8,010,010 8,010,010 10.49 10.49 - - Individuals Individual shareholders holding nominal share capital up to Rs.1 lakh 47,336 2,132,764 2,132,558 2.79 2.79 - - Individual shareholders holding nominal share capital in excess of Rs.1 lakh. 15 12,878,858 12,878,858 16.87 16.87 - - Any Other (specify) - - - - - - - Non Resident Indians 314 700,711 700,711 0.92 0.92 - - HUF 1,704 125,078 125,078 0.16 0.16 - - Director 4 1,005,912 1,005,912 1.32 1.32 - - Trust 9 1,603,721 1,603,721 2.10 2.10 - - Clearing Members 61 9,051 9,051 0.01 0.01 -

244

Total shareholding as a

percentage of total

number of shares

Shares pledged or otherwise

encumbered

Category of Shareholder

Number of

Shareholders

Total

number of

shares

Number of

shares held in

dematerialized

form

As a

percentage

of (A+B)1

As a

percentage

of

(A+B+C)

Number of

Shares

As a

percentage

(ix) =

(viii)/(iv)*

100

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Foreign Companies 1 5,021,864 0 6.58 6.58 - - Sub-Total (B)(2) 50,148 31,487,969 26,465,899 41.25 41.25 NA NA Total Public Shareholding

(B)= (B)(1)+(B)(2) 50,164 35,146,050 30,123,980 46.04 46.04

TOTAL (A)+(B) 50,172 76,334,600 71,312,530 100.00 100.00 13,650,000 17.88 (C) Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL

(A)+(B)+(C) 50,172 76,334,600 71,312,530 100.00 100.00 13,650,000 17.88

____________ * 8 Folios of promoters have been clubbed into 4 folios

** (E) = Encumbered

During the quarter ended June 30, 2009, REL allotted 44,840 equity shares of Rs.10 each, on exercise of stock options to the employees of REL and its subsidiaries under the Religare Enterprises Limited Employees Stock Option Scheme (2006). Board of Directors The board of directors of REL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh, Mr. Harpal Singh, Mr. Sunil Godhwani, Mr. Deepak Ramchand Sabnani, Captain G.P.S. Bhalla (acting as an alternate director for Mr. Deepak Ramchand Sabnani), Mr. Padam Bahl, Mr. J.W. Balani, Mr. R.K. Shetty (acting as an alternate director for Mr. J.W. Balani) and Dr. Sunita Naidoo. Promise v/s Performance Pursuant to its initial public offering, REL issued 7,576,102 equity shares of Rs.10 each to the public on November 14, 2007 at an issue price of Rs.185 per equity share aggregating Rs.1,401.57 million. The objects of the issue were to expand REL’s domestic operations and network of branches, fund its retail business, expand its financing activity and enhance REL’s visibility and achieve the benefits of listing its equity shares on the stock exchanges. No projections were made in connection with the issue and the objects in relation to the issue were met. The following table indicates the variance between the proposed and the actual schedule of deployment of the funds raised by REL pursuant its initial public offering:

(Rs. in million)

Estimated schedule of

deployment of funds

Actual schedule of

deployment of funds

Objectives

Total

Estimated

Cost

Fiscal 2008

Fiscal 2009

Fiscal 2008

Fiscal 2009

Expanding the domestic operations and network of branches

255.00 127.50 127.50 0.61 254.39

Funding the retail finance business 479.50 479.50 - 479.50 -

Funding the lending business 534.77 534.77 - 534.77 -

Issue related expenses 132.31 132.31 132.31

Total 1,401.58 1,274.08 1,27.50 1,147.19 254.39

245

The deviation in the schedule for deployment of the funds for expanding the domestic operations and network of branches was mainly due to adverse market conditions during Fiscal 2008. Information about Share Price The monthly high and low of the price of the equity shares of REL on the BSE and the NSE in the preceding six months is set forth below:

BSE

NSE

Month

High (Rs.)

Low (Rs.) High (Rs.) Low (Rs.)

March 2009 389.90 308.05 378.00 308.10 April 2009 340.00 314.55 350.00 312.00 May 2009 495.00 311.75 493.85 300.00 June 2009 543.00 388.00 522.00 385.20 July 2009 410.00 355.00 409.85 351.25 August 2009 435.00 347.00 422.00 351.50

______________ (Source: BSE and NSE websites)

The price of the equity shares of REL on the BSE and the NSE as on September 18, 2009 was Rs. 377.60 and Rs. 379.10, respectively. The market capitalization of REL on the BSE and the NSE as on September 18, 2009 was Rs. 28,841.03 million and Rs. 28,955.60 million, respectively. Details of public or rights issue of capital in the last three years

REL has filed a draft letter of offer with SEBI on March 30, 2009 in respect of a rights issue. Other than as disclosed above, REL has not undertaken any public or rights issue of capital in the last three years. Mechanism for redressal of investor grievance The investor complaints received, if any, by REL are normally addressed within seven to 10 days of receipt by the company, except in case of disputes over facts or other legal constraints. There are no investor complaints currently pending against REL. Financial Performance The audited summary financial data of REL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 153.83 319.03 274.45 Profit/(Loss) after tax 112.01 234.48 (159.60) Equity capital 643.97 760.84 762.90 Reserves and surplus (excluding revaluation reserves)(1) 2,238.91 4,052.38 6,207.60 Earnings/(Loss) per share (diluted) (Rs.)(2) 2.06 3.32 (2.31) Earnings/(Loss) per share (basic) (Rs.)(2) 2.09 3.39 (2.31) Book value per share (Rs.)(2) 44.76 63.24 91.37

______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

246

Significant Notes of auditors of REL

Year ending March 31, 2009: Nil Year ending March 31, 2008 On the basis of an overall examination of the balance sheet of the company, in the auditors’ opinion and according to the information and explanations given to them, the company has used funds aggregating Rs. 628.93 million raised on short term basis for the purchase of long term investments. Year ending March 31, 2007 On the basis of an overall examination of the balance sheet of the company, in the auditors’ opinion and according to the information and explanations given to them, the company has used funds aggregating Rs.17.41 million raised on short term basis for the purchase of investments.

Other Information

REL has not received any notice or communication from the stock exchanges, SEBI or any other regulatory authority except as disclosed in the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. (cc) Religare Finance Limited (“RFIL”) RFIL was incorporated on February 15, 2007 under the Companies Act. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RFIL was incorporated to carry on the business of holding investments in various step down subsidiaries for investing, acquiring, holding, purchasing or procuring equity shares, debentures, bonds, mortgages, obligations and securities of any kind, providing financial consultancy services and other investment advisory services and operating mutual funds, receiving funds from investors, etc. RFIL is registered with the RBI as an NBFC, not accepting public deposits. The equity shares of RFIL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. The details of the approval obtained by RFIL in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

1. Certificate of Registration to commence business as an NBFC without accepting public deposits

RBI (Department of Non-Banking Supervision)

N-14.03188 June 18, 2009 Valid until suspension or cancellation

Shareholding Pattern The shareholding pattern of RFIL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

Religare Enterprises Limited 2,049,400 99.97 Mr. Jatinder Singh Grewal* 100 0.00 Mr. Atul Gupta* 100 0.00 Mr. Sunil Kumar Garg* 100 0.00 Mr. Chandan Kumar Sinha* 100 0.00 Mr. Anurag Goel* 100 0.00 Mr. Amit Agarwal* 100 0.00

Total 2,050,000 100.00

______________

* As a nominee of REL.

247

There has been no change in the capital structure of RFIL in the last six months. Board of Directors The board of directors of RFIL currently comprises Mr. Hemant Dhingra, Mr. Jatinder Singh Grewal and Mr. Atul Gupta. Financial performance

The audited summary financial data of RFIL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other income 0.04 1.57 1.82 Profit/(Loss) after tax (0.32) 0.82 0.85 Equity capital 20.00 20.50 20.50 Reserves and surplus (excluding revaluation reserves)(1) (0.32) 0.50 1.35 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.16) 0.40 0.41 Book value per share (Rs.)(2) 9.84 10.24 10.66

______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(dd) Religare Finvest Limited (“RFL”) RFL was incorporated on January 6, 1995 under the Companies Act as “Skylark Securities Private Limited”. Subsequently, on September 23, 2004, its name was changed to “Fortis Finvest Private Limited” and on October 7, 2004, its name was changed to “Fortis Finvest Limited”. On April 4, 2006 its name was changed to “Religare Finvest Limited”. The registered office of RFL is situated at 19, Nehru Place, New Delhi 110 019, India. RFL is an NBFC, not accepting public deposits, and is registered with the RBI. RFL is engaged in the business of extending personal credit, corporate finance, IPO distribution, mutual fund distribution services and depository participant services. The details of the approvals obtained by RFL in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

1. Certificate of Registration as AMFI Mutual Fund Advisor

AMFI ARN-33764 December 15, 2005

December 14, 2010

2. Certificate for registration as a Depository Participant with CDSL

SEBI IN-DP-CDSL-410-2007

July 3, 2007 July 02, 2012

3. Certificate of Registration to commence business of NBFC without accepting public deposits

RBI (Department of Non-Banking Supervision)

B-14-02107 November 10, 2006*

Valid until suspension or cancellation

4. Post facto permission for the distribution of Mutual Fund Products

RBI (Department of Non-Banking Supervision)

DNBS.ND.No.5066/MSB-ND-SI/ 05.18.135/2008-09

January 29, 2009

Valid until suspension or cancellation

______________

* Registration in the name of Skylark Securities Private Limited was granted with effect from January 3, 2001.

The equity shares of RFL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation.

Shareholding Pattern

248

The shareholding pattern of RFL as on August 21, 2009 was as follows:

S.

No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Enterprises Limited 169,071,537 99.99 2. Mr. Malvinder Mohan Singh* 100 0.00 3. Mr. Shivinder Mohan Singh* 100 0.00 4. Mrs. Japna Malvinder Singh* 100 0.00 5. Mrs. Aditi Shivinder Singh* 100 0.00 6. Mr. Gurpreet Singh Dhillon* 100 0.00 7. Mrs. Gurkirat Singh Dhillon* 100 0.00

Total 169,072,137 100.00

_______________ * As a nominee of REL.

The paid-up capital of RFL was increased from Rs.119.91 million to Rs.167.07 million by the allotment of 47.16 million equity shares of Rs.10 each on July 1, 2009. The paid-up capital of RFL was further increased to Rs.169.07 million by the allotment of 2 million equity shares of Rs.10 each on July 23, 2009. Other than as disclosed above, there has been no change in the capital structure of RFL in the last six months. Board of Directors The board of directors of RFL currently comprises Mr. Sunil Godhwani, Mr. Atul Gupta, Mr. Jatinder Singh Grewal, Mr. Sunil Kumar Garg, Mr. Padam Bahl, Mr. J.W. Balani and Mr. R.K. Shetty (acting as an alternate director for Mr. J.W. Balani). Financial Performance The audited summary financial data of RFL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other income 973.25 2,593.61 3,546.0 Profit/(Loss) after tax 189.43 357.01 460.39 Equity capital 875.00 1,199.07 1,199.07 Reserves and surplus (excluding revaluation reserves)(1) 810.13 2,334.43 2,794.82 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 4.29 3.71 3.84 Book value per share (Rs.)(2) 19.26 29.47 33.31

_______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RFL

Year ending March 31, 2009 In the auditors’ opinion, there is a scope for improvement of documentation and records in the cases where the company has granted unsecured loans. Year ending March 31, 2008 1. The internal control system needs to be strengthened to be commensurate with the size of the company. 2. In the auditors’ opinion, there is a scope for improvement of documentation and records in the cases where

the company has granted loans and advances on the basis of security by way of pledge of shares.

249

Year ending March 31, 2007 In the auditors’ opinion, there is a scope for improvement of documentation and records in the cases where the company has granted loans and advances on the basis of security by way of pledge of shares. (ee) Religare General Insurance Company Limited (“RGICL”) RGICL was incorporated on April 2, 2007 as “Religare Insurance Holding Company Limited” under the Companies Act. Subsequently, with effect from May 6, 2008, the name of the company was changed to “Religare General Insurance Company Limited”. The registered office of RGICL is situated at 19, Nehru Place, New Delhi 110 019, India. RGICL was incorporated to undertake the business of general insurance. The equity shares of RGICL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RGICL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Enterprises Limited 25,149,400 99.99 2. Mr. Malvinder Mohan Singh* 100 0.00 3. Mr. Shivinder Mohan Singh* 100 0.00 4. Mr. Sunil Godhwani* 100 0.00 5. Mrs. Japna Malvinder Singh* 100 0.00 6. Mrs. Aditi Shivinder Singh* 100 0.00 7. Mr. Gurpreet Singh Dhillon* 100 0.00

Total 25,150,000 100.00

_______________

* As a nominee of REL.

There has been no change in the capital structure of RGICL in the last six months. Board of Directors The board of directors of RGICL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and Mr. Sunil Godhwani. Financial Performance As RGICL was incorporated in Fiscal 2008, the financial results of RGICL for Fiscal 2007 are not available. The audited summary financial data of RGICL for Fiscal 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2008

2009

Sales and other Income - 26.84 Profit/(Loss) after tax (3.47) 11.25 Equity capital 251.50 251.50 Reserves and surplus (excluding revaluation reserves)(1) (3.47) 7.77 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.20) 0.45 Book value per share (Rs.)(2) 9.86 10.31

_______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

250

(ff) Religare Insurance Broking Limited (“RIBL”) RIBL was incorporated on January 10, 2006 under the Companies Act as “Religare Insurance Advisory Services Private Limited”. Subsequently, on May 17, 2006, its name was changed to “Religare Insurance Advisory Services Limited”. On August 4, 2006, its name was changed to “Religare Insurance Broking Limited”. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RIBL is engaged in the business of a composite insurance broker. The details of the approvals obtained by RIBL in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

1. License granted for acting as composite insurance broker

IRDA CB341/06 November 17, 2006 Valid until November 16, 2009

The equity shares of RIBL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RIBL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Enterprises Limited 18,999,400 99.99 2. Mr. Malvinder Mohan Singh* 100 0.00 3. Mr. Shivinder Mohan Singh* 100 0.00 4. Mrs. Japna Malvinder Singh* 100 0.00 5. Mrs. Aditi Shivinder Singh* 100 0.00 6. Mr. Sunil Godhwani* 100 0.00 7. Mr. Yuvraj Narain* 100 0.00 Total 19,000,000 100.00

_______________ * As a nominee of REL.

There has been no change in the capital structure of RIBL in the last six months. Board of Directors The board of directors of RIBL currently comprises Mr. Hemant Dhingra, Mr. Chandan Kumar Sinha, Mr. Shachindra Nath, Mr. Ashu Madan, Mr. J.W. Balani, Mr. R.K. Shetty (acting as an alternate director for Mr. J.W. Balani), Mr. Deepak Ramchand Sabnani, Captain G.P.S. Bhalla (acting as an alternate director for Mr. Deepak Ramchand Sabnani) and Mr. Padam Bahl. Financial Performance The audited summary financial data of RIBL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 10.36 93.48 301.46 Profit/(Loss) after tax (7.58) (60.21) (448.01) Equity capital 25.00 190.00 190.00 Reserves and surplus (excluding revaluation reserves)(1) (7.79) (68.00) (516.01) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (3.03) (15.69) (23.58)

251

Year ended March 31,

2007

2008

2009

Book value per share (Rs.)(2) 6.88 6.42 (17.16) _______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RIBL

Year ending March 31, 2009 The auditors draw attention to the preparation of accounts on a going concern basis even though the net worth of the company has been eroded due to accumulated losses, taking into account management’s assessment of growth of business and commitment by the holding company, viz. Religare Enterprises Limited, to subscribe to additional capital, if required. Accordingly, the accounts do not include adjustments, if any, in the carrying value of assets and liabilities in case the management’s business plans do not materialize. Year ending March 31, 2008 1. The internal control system needs to be strengthened to be commensurate with the size of the company. 2. The scope and coverage of internal audit system needs to be enlarged. Year ending March 31, 2007 1. The auditors have drawn attention to non-compliance with Insurance Regulatory and Development

Authority (Insurance Brokers) Regulations 2002 pertaining to concentration of business. 2. Provision made for remuneration payable to the whole time director of the company is in excess of the

limits prescribed under Schedule XIII of the Companies Act by Rs.0.06 million, which is subject to the approval from the central Government, for which an application has been made by the company and consent is awaited.

3. In respect to the above remuneration of the whole time director in excess of the prescribed limits, as a

result the loss for the year is higher by Rs.0.06 million and the consequential impact is an excess of assets over liabilities by Rs.0.06 million as at March 31, 2007.

As on March 31, 2009, RIBL had a negative net worth of Rs.326.01 million. (gg) Religare Macquarie Wealth Management Limited (“RMWML”) (formerly, Religare Wealth

Management Services Limited) RMWML was incorporated on March 15, 2007 under the Companies Act as “Religare Wealth Management Services Limited”. On March 11, 2008, the name of the company was changed to “Religare Macquarie Wealth Management Limited”. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RMWML is engaged in the business of rendering wealth management and corporate advisory services. The equity shares of RMWML are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. The details of the approvals obtained by RMWML in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

1. Certificate of Registration as AMFI AMFI ARN-49707 May 7, 2007 May 6, 2012

252

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

Mutual Fund Advisor

Shareholding Pattern The shareholding pattern of RMWML as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Enterprises Limited 29,999,400 49.99 2. Macquarie Financial Services (Asia) Pte Limited 30,000,000 50.00 3. Mr. Amit Sarup* 100 0.00 4. Mr. Shachindra Nath * 100 0.00 5. Mr. Anil Saxena* 100 0.00 6. Mr. Atul Gupta* 100 0.00 7. Mr. Mukesh Manglik* 100 0.00 8. Mr. Sunil Kumar Garg* 100 0.00

Total 60,000,000 100.00

_______________ * As a nominee of REL.

On March 24, 2009, the paid-up share capital of RMWML was increased to Rs.500 million by the allotment of 10 million equity shares of Rs.10 each. The paid-up share capital of RMWML was further increased from Rs.500 million to Rs.600 million by the allotment of 10 million equity shares of Rs.10 each on June 15, 2009. Other than as disclosed above, there has been no change in the capital structure of RMWML in the last six months. Board of Directors The board of directors of RMWML currently comprises Mr. Sunil Godhwani, Mr. Shachindra Nath, Mr. Amit Sarup, Mr. Peter James Maher, Mr. Rohit Bhuta and Mr. Alan Joseph Corr. Financial Performance The audited summary financial data of RMWML for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income - 66.93 57.00 Profit/(Loss) after tax (0.34) (39.76) (325.67) Equity capital - 40.00 500.00 Reserves and surplus (excluding revaluation reserves)(1) (0.34) (40.10) (365.77) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) - (27.05) (13.23) Book value per share (Rs.)(2) - (0.03) 2.68

_______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RMWML

Year ending March 31, 2009 The auditors draw attention to Note 2(o) of Schedule N, regarding preparation of accounts on a going concern basis even though the net worth of the company has been substantially eroded due to accumulated losses, taking

253

into account management’s assessment of growth of business and commitment by joint ventures partners to subscribe to additional capital if required. Year ending March 31, 2008 1. Fixed assets have not been physically verified by the management during the year, hence the auditors are

unable to comment on the discrepancies. 2. The internal control system needs to be strengthened to be commensurate with the size of the company. 3. The company has utilized funds raised on a short term basis aggregating Rs.52.60 million, towards long

term investments in fixed assets, deposits and operating loss. Year ending March 31, 2007: Nil (hh) Religare Realty Limited (“RRL”) RRL was incorporated on February 7, 2007 under the Companies Act. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RRL is engaged in the business of acquiring by purchase, lease, exchange or otherwise, land, estates, buildings, etc., exclusively for the holding company, associates, fellow subsidiaries, group companies or joint ventures. The equity shares of RRL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RRL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity

capital (%)

1. Religare Enterprises Limited 30,849,400 99.99 2. Mr. Atul Gupta* 100 0.00 3. Mr. Bikram Singh Yadava* 100 0.00 4. Mr. Sunil Kumar Garg* 100 0.00 5. Mr. Sunil Godhwani* 100 0.00 6. Mr. Shachindra Nath* 100 0.00 7. Mr. Anil Saxena* 100 0.00

Total 30,850,000 100.00

_______________ * As a nominee of REL.

On March 31, 2009, the paid-up equity share capital of RRL was increased from Rs.200 million to Rs.308.5 million by the allotment of 10.85 million equity shares of Rs.10 each. Other than as disclosed above, there has been no change in the capital structure of RRL in the last six months. Board of Directors The board of directors of RRL currently comprises Mr. Hemant Dhingra, Mr. Sunil Kumar Garg, Mr. Amit Sarup and Mr. Atul Gupta. Financial Performance

The audited summary financial data of RRL for Fiscal 2007, 2008 and 2009 is set forth below:

254

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 0.11 158.94 443.40 Profit/(Loss) after tax (0.17) 6.15 (15.60) Equity capital 0.50 200.00 308.50 Reserves and surplus (excluding revaluation reserves)(1) (0.16) 5.98 98.88 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (3.33) 2.32 (0.78) Book value per share (Rs.)(2) 6.67 10.30 13.21

_______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RRL

Year ending March 31, 2009: Nil Year ending March 31, 2008 1. The internal control system needs to be strengthened to be commensurate with the size of the company. 2. The company has used funds aggregating Rs.217.67 million raised on a short term basis for the purchase

of fixed assets and giving security deposits. Year ending March 31, 2007 On the basis of an overall examination of the balance sheet of the company, in the auditors’ opinion and according to the information and explanations given to them Rs. 9.35 million raised on a short term basis have been used for long term investments. (ii) Religare Securities Limited (“RSL”) RSL was incorporated on June 26, 1986 under the Companies Act as “Empire Credit Private Limited”. Subsequently, on November 11, 1987, the word “Private” was deleted from its name. On August 16, 1996, its name was changed to “Fortis Securities Limited” and, with effect from March 25, 2003, it became a public limited company from a deemed public limited company. Subsequently, on December 22, 2005, its name was changed to “Religare Securities Limited”. The registered office of RSL is situated at 19, Nehru Place, New Delhi 110 019, India. RSL is engaged in the business of providing security broking and depository participant services, among others. The details of the approvals obtained by RSL in respect of its business are as follows:

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

1. Certificate of Registration as a Stock Broker (member of the NSE) in the cash segment

SEBI INB230653732 November 1, 1994 Valid until suspension or cancellation

2. Certificate of Registration as a Stock Broker (member of OTCEI) in the cash segment

SEBI INB200653738 Membership No. 2045

August 30, 1995 Valid until suspension or cancellation

3. Certificate of Registration as a clearing member of the NSE in the derivatives (futures and options) segment

SEBI INF230653732 November 15, 2000

Valid until suspension or cancellation

4. Certificate of Registration as a Trading member of the NSE in the derivatives (futures and options) segment

SEBI INF230653732 November 15, 2000

Valid until suspension or cancellation

5. Certificate of Registration as AMFI Mutual Fund Advisor

AMFI ARN-5893 April 24, 2003 April 23, 2013

255

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

6. Certificate of Registration as a Stock Broker (member of the BSE) in the cash segment

SEBI INB010653732 October 15, 2004 Valid until suspension or cancellation

7. Certificate of Registration as a Portfolio Manager*

SEBI INP000000738 December 18, 2008

Valid from December 1, 2008 to November 30, 2011

8. Renewal of Certificate of Registration as a participant in NSDL**

SEBI IN-DP-NSDL-150-2000

June 22, 2005 Valid from July 19, 2005 up to July 18, 2010

9. Certificate of registration as a clearing member of the BSE in the derivatives segment

SEBI INF010653732 February 19, 2007 Valid until suspension or cancellation

10. Registration as a trading member of the BSE in the derivatives segment

SEBI INF010653732 February 19, 2007 Valid until suspension or cancellation

11. Renewal of Certificate of Registration as a participant in CDSL***

SEBI IN-DP-CDSL-202-2003

February 28, 2008 Valid from February 27, 2008 up to February 26, 2013

12. Certificate of Registration as a clearing member of the NSE in the currency derivatives segment

SEBI INE230653732 August 25, 2008 Valid until suspension or cancellation

13. Certificate of Registration as a trading member of the NSE in the currency derivatives segment

SEBI INE230653732 August 25, 2008 Valid until suspension or cancellation

14. Certificate of Registration as a clearing member of the MCX Stock Exchange Limited in the currency derivatives segment

SEBI INE260653732 November 20, 2008

Valid until suspension or cancellation

15. Certificate of Registration as a trading member of the MCX Stock Exchange Limited in the currency derivatives segment

SEBI INE260653732 November 20, 2008

Valid until suspension or cancellation

_______________ * The Certificate of Registration was received on November 28, 2002, valid from December 1, 2002 until November 30, 2005 and was

renewed for the period from December 1, 2005 until November 30, 2008. Pursuant to a letter (No. IMD/SKS/169488/2009) dated July

13, 2009, SEBI has approved the transfer of the registration of RSL as a Portfolio Manager in favor of Religare Asset Management

Company Limited.

** The Certificate of Registration was received on July 19, 2000, valid from July 19, 2000 until July 18, 2005.

*** The Certificate of Registration was received on April 20, 2006, valid from February 27, 2003 until February 26, 2008. The Certificate of

Registration was renewed on February 28, 2008 and is valid from February 27, 2008 until February 26, 2013. The equity shares of RSL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RSL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Enterprises Limited 39,492,200 99.99 2. Mr. Malvinder Mohan Singh* 100 0.00 3. Mr. Shivinder Mohan Singh* 100 0.00 4. Mrs. Japna Malvinder Singh* 100 0.00 5. Mrs. Aditi Shivinder Singh* 100 0.00 6. Mr. Gurpreet Singh Dhillon* 100 0.00 7. Mr. Sunil Godhwani* 100 0.00

Total 39,492,800 100.00

_______________ * As a nominee of REL.

On March 30, 2009 the paid-up share capital of RSL was increased from Rs.281.93 million to Rs.381.93 million by the allotment of 10 million equity shares of Rs.10 each. On July 31, 2009, the paid-up share capital of RSL was

256

further increased from Rs.381.93 million to Rs.394.93 million by the allotment of 1.3 million equity shares of Rs.10 each. Other than as disclosed above, there has been no change in the capital structure of RSL in the last six months. Board of Directors The board of directors of RSL currently comprises Mr. Sunil Godhwani, Mr. Shachindra Nath, Mr. Anil Saxena, Mr. Sunil Kumar Garg, Mr. Padam Bahl, Mr. Deepak Ramchand Sabnani, Captain G.P.S. Bhalla (acting as an alternate director for Mr. Deepak Ramchand Sabnani), Mr. J.W. Balani and Mr. R.K. Shetty (acting as an alternate director for Mr. J.W. Balani). Financial Performance

The audited summary financial data of RSL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 2,104.10 5,905.52 4,957.32 Profit/(Loss) after tax 121.02 767.23 (189.15) Equity capital 271.43 281.93 381.93 Reserves and surplus (excluding revaluation reserves)(1) 689.76 1,435.78 3,146.63 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 6.02 28.26 (6.70) Book value per share (Rs.)(2) 35.41 60.93 92.39

_______________ (1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RSL

Year ending March 31, 2009: Nil Year ending March 31, 2008 1. The internal control system needs to be strengthened to be commensurate with the size of the company. 2. The company has an internal audit system. However, there is a need for increasing the scope and

frequency to be commensurate with the size and nature of the business. Year ending March 31, 2007 The internal control system needs to be strengthened to be commensurate with the size of the company.

(jj) Religare Technova Limited (“RTL”) (formerly, Fortis Financial Services Limited) RTL was incorporated on March 23, 1994 under the Companies Act as “Fortis Financial Services Limited”. On July 25, 2008, its name was changed to “Religare Technova Limited”. Its registered office is situated at 255, First Floor, Okhla Industrial Estate, Phase-III, New Delhi 110 020, India. RTL was previously registered as an NBFC with the RBI. RTL ceased to be an NBFC upon RTL surrendering its license, as confirmed by an order dated June 2, 2008 of the RBI. RTL is engaged in the business of information technology and related activities. The equity shares of RTL are listed on the BSE. Shareholding Pattern The shareholding pattern of RTL as on June 30, 2009 was as follows:

257

Total shareholding as a

percentage of total

number of shares

Shares pledged or

otherwise encumbered

Category of

Shareholder

Number of

Shareholders

Total

number of

shares

Number of

shares held in

dematerialized

form

As a

percentage

of (A+B)1

As a

percentage

of (A+B+C)

Number of

Shares

As a

percentage

(ix) =

(viii)/(iv)*

100

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Shareholding of

Promoter and

Promoter Group2

Indian Individuals/ Hindu Undivided Family 3 1,344,150 1,344,150 3.33 3.33 Nil NA Central Government/ State Government(s) - - -

- - -

Bodies Corporate 7* 23,416,823 23,416,623 57.97 57.97 Nil NA Financial Institutions/ Banks

- - - - - - -

Any Others(Specify) - - - - - - - Sub Total(A)(1) 10 24,760,973 24,760,773 61.29 61.29 Nil NA Foreign - Individuals (Non-Residents Individuals/ Foreign Individuals) - - - - - - - Bodies Corporate - - - - - - - Institutions - - - - - - - Any Others(Specify) - - - - - - - Sub Total(A)(2) 0 0 0 0.00 0.00 - NA Total Shareholding

of Promoter and

Promoter Group

(A)= (A)(1)+(A)(2) 10 24,760,973 24,760,773 61.29 61.29 Nil NA- Public shareholding 3

Institutions Mutual Funds/ UTI - - - - - - - Financial Institutions / Banks

- - - - - - -

Central Government/ State Government(s) - - - - - - - Venture Capital Funds

- - - - - - -

Insurance Companies - - - - - - - Foreign Institutional Investors

3 3,210,000 3,210,000 7.95 7.95 NA NA

Foreign Venture Capital Investors

- - - - - - -

Any Other (specify) - - - - - - - Sub-Total (B)(1) 3 3,210,000 3,210,000 7.95 7.95 NA NA Non-institutions - Bodies Corporate 254 2,492,470 2,470,294 6.17 6.17 - - Individuals - - Individual shareholders holding nominal share capital up to Rs 1 lakh 13,279 2,395,155 1,482,931 5.93 5.93 - - Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 25 6,437,376 6,423,176 15.94 15.94

- -

Any Other (specify) - - - - - - - Non Resident Indians 33 262,310 262,110 0.65 0.65 - - HUF 116 63,257 63,257 0.16 0.16 - -

258

Total shareholding as a

percentage of total

number of shares

Shares pledged or

otherwise encumbered

Category of

Shareholder

Number of

Shareholders

Total

number of

shares

Number of

shares held in

dematerialized

form

As a

percentage

of (A+B)1

As a

percentage

of (A+B+C)

Number of

Shares

As a

percentage

(ix) =

(viii)/(iv)*

100

(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)

Director 1 660,462 660,462 1.63 1.63 - - Trust 2 104,854 104,854 0.26 0.26 - - Cleaning Members 24 10,456 10,456 0.03 0.03 - - Foreign Companies - - - - - - - Sub-Total (B)(2) 13,734 12,426,340 11,477,540 30.76 30.76 NA NA Total Public

Shareholding (B)=

(B)(1)+(B)(2) 13,737 15,636,340 14,687,540 38.71 38.71 NA NA TOTAL (A)+(B) 13,747 40,397,313 39,448,313 100.00 100.00 NA NA (C) Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL

(A)+(B)+(C) 13,747 40,397,313 39,448,313 - 100.00 NA NA

______________

* Two folios of one Body Corporate have been clubbed into 1 folio.

Board of Directors The board of directors of RTL currently comprises Mr. Malvinder Mohan Singh, Mr. Sunil Godhwani, Mr. Shivinder Mohan Singh, Mr. Harpal Singh, Mr. Maninder Singh Grewal, Mr. Padam Bahl, Dr. P.S. Joshi, Mr. Vikram Sahgal, Mr. J.W. Balani and Dr. Sunita Naidoo. Promise v/s Performance RTL has completed a rights issue, the details of which are set out below. The objects of the issue were part-repayment of inter-corporate deposits taken by RTL from its group companies for the acquisition of a controlling equity stake in Religare Technova Global Solutions Limited (formerly, Asian CERC Information Technology Limited), a provider of IT services with a focus on knowledge management services, financial technology solutions and offshore services and support. No projections were made in relation to the issue and the objects in relation to the issue were met.

Information about Share Price

The monthly high and low of the price of the equity shares of RTL on the BSE in the preceding six months is set forth below:

BSE

Month

High (Rs.)

Low (Rs.)

March 2009 80.25 67.00 April 2009 79.80 63.75 May 2009 93.45 63.90 June 2009 131.30 85.00 July 2009 127.15 91.00 August 2009 105.95 85.25

_______________

(Source: BSE website)

The price of the equity shares of RTL on the BSE as on September 18, 2009 was Rs. 95.70.

259

The market capitalization of RTL on the BSE as on September 18, 2009 was Rs. 3,866.02 million. Details of public or rights issue of capital in the last three years RTL completed an issue of 13,465,888 equity shares of Rs.10 each for cash at par aggregating to Rs.134,658,880 on rights basis to the existing equity shareholders of RTL in the ratio of one equity share for every two equity shares held through its letter of offer dated August 31, 2007. Pursuant to the issue, RTL allotted 13,465,538 equity shares of Rs.10 each on November 2, 2007. Mechanism for redressal of investor grievance Investor complaints and grievances received by RTL, if any, are normally addressed within seven to 10 days of receipt by RTL, except in case of disputes over facts or other legal constraints. There are no investor complaints currently pending against RTL. Financial Performance The audited summary financial data of RTL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 39.55 106.67 60.17 Profit/(Loss) after tax (39.22) (55.37) (80.83) Equity capital 269.32 403.97 403.97 Reserves and surplus (excluding revaluation reserves)(1) (196.88) (254.23) (335.06) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (1.34) (1.40) (2.00) Book value per share (Rs.)(2) 2.69 3.71 1.70

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Other Information RTL was not in compliance with clause 47(d) of the Listing Agreement in the past. However, RTL has been complying with this provision since September 2006. (kk) Religare United Soccer Limited (“RUSL”) RUSL was incorporated on April 8, 2008 under the Companies Act. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. The business of RUSL is to commercially foster, promote, encourage and develop the game of soccer in India and abroad and to create a platform for young and talented soccer players through the organization of development programs, competitions/tournaments and training, financing the programs or activities relating to soccer and to give or to receive sponsorship in any manner. The equity shares of RUSL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RUSL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Religare Enterprises Limited 49,400 98.80 2. Mr. Shachindra Nath* 100 0.20

260

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

3. Mr. Anil Saxena* 100 0.20 4. Mr. Atul Gupta* 100 0.20 5. Mr. Sunil Kumar Garg* 100 0.20 6. Mr. Sunil Godhwani* 100 0.20 7. Mr. Amit Sarup* 100 0.20

Total 50,000 100.00

_______________

* As a nominee of REL.

There has been no change in the capital structure of RUSL in the last six months. Board of Directors The board of directors of RUSL currently comprises Mr. Sunil Godhwani, Mr. Atul Gupta and Mr. Amit Sarup. Financial Performance As RUSL was incorporated in Fiscal 2009, the financial results for Fiscal 2007 and 2008 are not available. The audited summary financial data of RUSL for Fiscal 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31, 2009

Sales and other Income - Profit/(Loss) after tax (0.06) Equity capital 0.50 Reserves and surplus (excluding revaluation reserves)(1) (0.06) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (1.14) Book value per share (Rs.)(2) 8.86

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(ll) Religare Venture Capital Limited (“RVCL”) RVCL was incorporated on July 26, 2006 under the Companies Act as “Religare Venture Capital Private Limited”. On July 18, 2008, the word “Private” was deleted from its name. Its registered office is situated at 19, Nehru Place, New Delhi 110 019, India. RVCL proposes to undertake the business of venture capital in India. The equity shares of RVCL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RVCL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Religare Enterprises Limited 49,400 98.80 2. Mr. Malvinder Mohan Singh* 100 0.20 3. Mr. Shivinder Mohan Singh* 100 0.20 4. Ms. Japna Malvinder Singh* 100 0.20 5. Ms. Aditi Shivinder Singh* 100 0.20 6. Mr. Sunil Godhwani* 100 0.20 7. Mr. Gurpreet Singh Dhillon* 100 0.20

Total 50,000 100.00

_______________ * As a nominee of REL.

261

On April 27, 2009, the authorized share capital of RVCL was increased from Rs.10 million to Rs.500 million. Other than as disclosed above, there has been no change in the capital structure of RVCL in the last six months. Board of Directors The board of directors of RVCL currently comprises Mr. Amit Sarup, Mr. Atul Gupta, Mr. Jatinder Singh Grewal, Mr. Deepak Ramchand Sabnani, Captain G.P.S. Bhalla (acting as an alternate director for Mr. Deepak Ramchand Sabnani) and Mr. Padam Bahl. Financial Performance

The audited summary financial data of RVCL for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 0.00 0.00 4.35 Profit/(Loss) after tax (0.14) (0.18) (6.86) Equity capital 0.50 0.50 0.50 Reserves and surplus (excluding revaluation reserves)(1) (0.14) (0.31) (7.17) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (3.22) (3.54) (137.15) Book value per share (Rs.)(2) 7.27 3.72 (133.43)

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

Significant Notes of auditors of RVCL

Year ending March 31, 2009 The auditors draw attention to preparation of accounts on a going concern basis even though the net worth of the company has been eroded due to accumulated losses, taking into account management’s assessment of growth of business and commitment by holding company, viz. Religare Enterprises Limited, to subscribe to additional capital if required. Accordingly these accounts do not include adjustments if any, in the carrying value of assets and liabilities in case the management’s business plans do not materialize. Year ending March 31, 2008: Nil Year ending March 31, 2007: Nil

As on March 31, 2009, RVCL had a negative net worth of Rs. 6.67 million. (mm) Religare Voyages Limited (“RVL”) (formerly, Regius Aviation Limited) RVL was incorporated on June 17, 2006 under the Companies Act under the name “Regius Aviation Private Limited”. It was converted into public limited company on April 17, 2007. On October 21, 2008, its name was changed to “Religare Voyages Limited”. Its registered office is situated at 105, first floor, Aurobindo Place Market, Hauz Khas, New Delhi 110 016, India. RVL is engaged in the business of an investment company. The equity shares of RVL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RVL as on August 21, 2009 was as follows:

262

S. No.

Name of the Shareholder

Number of

equity shares of

Rs.10 each

Percentage of

equity capital

(%)

1. Malav Holdings Private Limited 4,385,614 27.74 2. Shivi Holdings Private Limited 4,385,614 27.74 3. RHC Holding Private Limited 2,786,116 17.62 4. Mr. Gurpreet Singh Dhillon 1,926,257 12.18 5. Mrs. Gurkirat Singh Dhillon 1,926,257 12.18 6. Mr. Sanjay Godhwani 400,000 2.53 7. Mr. Malvinder Mohan Singh and Malav Holdings Private Limited (held jointly) 100 0.00 8. Mr. Shivinder Mohan Singh and Shivi Holdings Private Limited (held jointly) 100 0.00

Total 15,810,058 100.00

There has been no change in the capital structure of RVL in the last six months. Board of Directors The board of directors of RVL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh, Mr. Sunil Godhwani, Mr. Sanjay Godhwani and Dr. Sunita Naidoo. Financial Performance As RVL was incorporated in Fiscal 2007, the financial results for Fiscal 2006 are not available. The audited summary financial data of RVL for Fiscal 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

Sales and other Income 26.75 4.63 Profit/(Loss) after tax (0.57) (3.71) Equity capital 20.00 98.10 Reserves and surplus (excluding revaluation reserves)(1) (0.57) (4.28) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.28) (0.49) Book value per share (Rs.)(2) 9.71 9.56

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(nn) Religare Wellness Limited (“RWL”) (formerly, Fortis HealthWorld Limited) RWL was incorporated on April 19, 2006 under the Companies Act as “Fortis HealthWorld Private Limited”. On March 1, 2007, the word “Private” was deleted from its name. Subsequently, on August 27, 2008 its name was changed to “Religare Wellness Limited”. Its registered office is situated at 2nd Floor, 6, Devika Tower, Nehru Place, New Delhi 110 019, India. RWL is engaged in the business of buying, selling and dealing in all types of pharmaceutical and chemical products of medicaments. RWL, along with LIFHPL, P&P and SAK Consumer Retail Services Limited, has filed an application dated May 26, 2009 in the High Court of Delhi for the merger of LIFHPL, P&P and SAK Consumer Retail Services Limited with RWL. The equity shares of RWL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RWL as on August 21, 2009 was as follows:

263

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Fortis Healthcare Holdings Limited 17,784,400 64.94 2. RHC Holding Private Limited 8,000,000 29.21 3. SAK Industries Private Limited 1,600,000 5.84 4. Dr. Sanjeev Krishan Chaudhry* 100 0.00 5. Mr. Sunil Godhwani* 100 0.00 6. Mr. Mukesh Manglik* 100 0.00 7. Mr. Shachindra Nath* 100 0.00 8. Mr. Atul Gupta* 100 0.00 9. Mr. Sunil Kumar Garg* 100 0.00

Total 27,385,000 100.00

_______________

* As a nominee of FHHL.

On March 26, 2009 the authorized share capital of RWL was increased from Rs.200 million to Rs.450 million by the creation of an additional 15 million equity shares of Rs.10 each and 10 million 9% non-cumulative redeemable preference shares of Rs.10 each. On March 31, 2009, the paid-up equity share capital was increased from Rs.177.85 million to Rs.273.85 million by the allotment of 9.6 million equity shares of Rs.10 each at a premium of Rs.15 per equity share. In addition, RWL allotted 10 million 9% non-cumulative redeemable preference shares on March 31, 2009 at a premium of Rs.40 per preference share. Other than as disclosed above, there has been no change in the capital structure of RWL in the last six months. Board of Directors

The board of directors of RWL currently comprises Dr. Sanjeev Krishan Chaudhry, Mr. Anil Saxena, Dr. Amit Verma and Mr. Shachindra Nath. Financial Performance As RWL was incorporated in Fiscal 2007, the financial results for Fiscal 2006 are not available. The audited summary financial data of RWL for Fiscal 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

Sales and other Income 8.36 281.88 Profit/(Loss) after tax (67.49) (174.63) Equity capital 72.85 177.85 Reserves and surplus (excluding revaluation reserves)(1) (67.49) (242.13) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (39.94) (21.07) Book value per share (Rs.)(2) 0.74 (3.61)

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

As on March 31, 2008, RWL had a negative net worth of Rs.64.28 million. (oo) RHC Holding Private Limited (“RHCHPL”) (formerly, Solaris Finance Private Limited) RHCHPL was incorporated on April 19, 2007 under the Companies Act as an investment company under the name “Solaris Finance Private Limited” to conduct the business of lending and advancing money. Subsequently, on November 7, 2008, its name was changed to “RHC Holding Private Limited”. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. RHCHPL was incorporated to conduct the business of lending and financing by way of advancing money and carrying on the business of leasing, hire purchase, renting, chartering and financing lease operations of all kinds. The details of the approval obtained by RHCHPL in respect of its business are as follows:

264

S.

No.

Approval Granted

Authority

Reference/

Registration

Number

Date of

Issue

Validity

1. Certificate of Registration to carry on the business of a non-banking financial institution without accepting public deposits

RBI No. N-14.03142 April 3, 2008 Valid until further notice

The equity shares of RHCHPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of RHCHPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity

capital (%)

1. Malav Holdings Private Limited 45,699,610 49.99 2. Shivi Holdings Private Limited 45,687,400 49.98 3. Mr. Shivinder Mohan Singh 19,600 0.02 4. Mr. Malvinder Mohan Singh 7,390 0.01

Total 91,414,000 100.00

There has been no change in the capital structure of RHCHPL in the last six months. Board of Directors

The board of directors of RHCHPL currently comprises Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh, Mrs. Japna Malvinder Singh and Mrs. Aditi Shivinder Singh. Financial Performance As RHCHPL was incorporated in Fiscal 2007, the financial results for Fiscal 2006 and 2007 are not available. The audited summary financial data of RHCHPL for Fiscal 2008 is as follows:

(Rs. in million, unless otherwise stated)

Year ended March 31, 2008

Sales and other Income 1,414.78 Profit/(Loss) after tax (223.67) Equity capital 22.00 Reserves and surplus (excluding revaluation reserves)(1) 32,738.45 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (101.67) Book value per share (Rs.)(2)* (100.21)

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(pp) SAK Consumer Retail Services Limited (“SAKCRS”) SAKCRS was incorporated on February 17, 2003 under the Companies Act. Its registered office is situated at 2nd Floor, 6, Devika Tower, Nehru Place, New Delhi 110 019, India. SAKCRS is engaged in the business of trading pharmaceuticals, vitamin, nutrition and health supplements, herbal, ayurvedic and alternate medicine products. SAKCRS, along with P&P, LIFHPL and RWL, has filed an application dated May 26, 2009 in the High Court of Delhi for the merger of SAKCRS, P&P and LIFHPL with RWL. The equity shares of SAKCRS are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation.

265

Shareholding Pattern The shareholding pattern of SAKCRS as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Religare Wellness Limited 17,999,994 99.99 2. Dr. Sanjeev Krishan Chaudhry* 1 0.00 3. Mr. Sunil Godhwani* 1 0.00 4. Mr. Anil Saxena* 1 0.00 5. Mr. Shachindra Nath* 1 0.00 6. Mr. Atul Gupta* 1 0.00 7. Mr. Sunil Kumar Garg* 1 0.00

Total 18,000,000 100.00 _______________

* As a nominee of RWL.

There has been no change in the capital structure of SAKCRS in the last six months. Board of Directors The board of directors of SAKCRS comprises Dr. Sanjeev Krishan Chaudhry, Mr. Anil Saxena and Mr. Rahul Chadha. Financial Performance The audited summary financial data of SAKCRS for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 86.71 161.96 237.72 Profit/(Loss) after tax (28.21) (40.28) (44.96) Equity capital 40.00 100.00 180.00 Reserves and surplus (excluding revaluation reserves)(1) (41.41) (83.05) (127.57) Earnings/(Loss) per share (diluted) (Rs.)(2) (4.35) (5.02) (4.46) Earnings/(Loss) per share (basic) (Rs.)(2) (13.95) (9.15) (4.45) Book value per share (Rs.)(2) (0.80) 1.69 2.91

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(qq) Shivi Holdings Private Limited (“SHPL”) SHPL was incorporated on April 28, 1984 under the Companies Act as an investment company under the name “Oscar Medical Enterprises Private Limited”. Subsequently, on November 18, 1999, its name was changed to “Shivi Holdings Private Limited”. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. SHPL was incorporated to conduct the business of buying, underwriting, leasing, investing in, acquiring or holding shares, stocks, debentures, bonds, obligations and securities of any kind issued or guaranteed by any company; dealing in shares, stock and debentures; purchasing, taking on lease or in exchange or hire or otherwise acquiring and dealing in any movable or immovable property, patents, licenses, rights or privileges; and managing investment pools, mutual funds, syndicates in shares, stocks, securities finance and real estate. The equity shares of SHPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation.

266

Shareholding Pattern The shareholding pattern of SHPL as on August 21, 2009 was as follows:

S.

No.

Name of the Shareholder

Number of equity

shares of Rs.10 each

Percentage of equity

capital (%)

1. Mr. Shivinder Mohan Singh jointly with Mrs. Aditi Shivinder Singh 366,500 95.19 2. Mr. Shivinder Mohan Singh 18,500 4.81

Total 385,000 100.00

In addition, SHPL has issued 12,250,000 non-voting Class A equity shares of Rs.10 each and has issued 5,310,000 12% non-cumulative redeemable preference shares (non-voting) of Rs.10 each. The issued and paid-up share capital of SHPL was increased from Rs.170,000,000 to Rs.179,450,000 by the allotment of 945,000 12% non-cumulative redeemable preference shares of Rs.10 each on March 30, 2009. Other than as disclosed above, there has been no change in the capital structure of SHPL in the last six months. Board of Directors The board of directors of SHPL currently comprises Mr. Shivinder Mohan Singh and Mr. Jasbir Grewal. Financial Performance The audited summary financial data of SHPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 0.09 2.11 1.88 Profit/(Loss) after tax (7.31) (71.01) (58.76) Equity capital* 126.35 126.35 126.35 Reserves and surplus (excluding revaluation reserves)(1) (15.05) (86.06) 790.66 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.58) (5.62) (4.65) Book value per share (Rs.)(2) 8.81 3.19 72.58

_______________

* Excludes 4,365,000 12% non-cumulative redeemable preference shares (non-voting) of Rs.10 each.

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(rr) Super Religare Laboratories Limited (“SRLL”) (formerly, SRL Ranbaxy Limited) SRLL was incorporated on July 7, 1995 under the Companies Act as “Specialty Ranbaxy Private Limited”. Subsequently, on March 30, 1996, the word “Private” was deleted from its name. On December 30, 2002, its name was changed to “SRL Ranbaxy Limited” and further on August 28, 2008, its name was changed to “Super Religare Laboratories Limited”. Its registered office is situated at 3rd Floor, 6 Devika Tower, Nehru Place, New Delhi 110 019, India. SRLL is engaged in the business of establishing, maintaining and managing clinical reference laboratories to provide testing, diagnostic and prognostic monitoring services. The equity shares of SRLL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of SRLL as on August 21, 2009 was as follows:

267

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Oscar Investments Limited 6,674,259 33.71 2. Malav Holdings Private Limited 3,337,330 16.86 3. Shivi Holdings Private Limited 3,337,329 16.85 4. Mr. Gurpreet Singh Dhillon 2,224,886 11.24 5. Mrs. Gurkirat Singh Dhillon 2,224,886 11.24 6. Prime Trust 2,000,000 10.10 7. Mr. Vinay Kumar Kaul* 100 0.00 8. Mr. Hemant Dhingra* 100 0.00 9. Mr. Sanjeev Kumar Singhal* 100 0.00

10. Mr. Chander Shekhar Jha* 100 0.00 Total 19,799,090 100.00

_______________

* As a nominee of OIL.

On June 13, 2009, the authorized share capital of SRLL was increased from Rs.300 million to Rs.500 million by the creation of 2 million non-cumulative convertible preference shares of Rs.100 each and the existing unissued equity share capital of Rs.100 million divided into 10 million equity shares of Rs.10 each was reclassified into 1 million non-cumulative convertible preference shares of Rs.100 each. On June 6, 2009, the paid-up equity share capital was increased from Rs.177.99 million to Rs.197.99 million by the allotment of 2 million equity shares of Rs.10 each. On June 23, 2009, SRLL allotted 3 million non-cumulative compulsorily convertible preference shares of Rs.100 each. Other than as disclosed above, there has been no change in the capital structure of SRLL in the last six months. Board of Directors The board of directors of SRLL currently comprises Mr. Harpal Singh, Mr. Shivinder Mohan Singh, Mr. Malvinder Mohan Singh, Mr. Sunil Godhwani and Dr. Sunita Naidoo. Financial Performance The audited summary financial data of SRLL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 626.21 804.05 955.77 Profit/(Loss) after tax 40.63 82.72 47.35 Equity capital 133.49 133.49 177.99 Reserves and surplus (excluding revaluation reserves)(1) (123.93) (41.21) 8.05 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) 3.04 6.20 3.21 Book value per share (Rs.)(2) 0.72 6.91 10.45

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(ss) Trendy Exim Private Limited (“TEPL”) TEPL was incorporated on May 28, 2003 under the Companies Act. Its registered office is situated at 2, Hailey Road, Connaught Place, New Delhi 110 001, India. TEPL is engaged in the business of import, export, supply, distribution, consignment, wholesale and retail trade of all types of goods. The equity shares of TEPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation.

268

Shareholding Pattern The shareholding pattern of TEPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity capital

(%)

1. Ms. Raj Shree Singh 7,500 75.00 2. Mrs. Aditi Shivinder Singh 2,500 25.00

Total 10,000 100.00

In addition, TEPL has issued 280,000 9% non-cumulative redeemable preference shares of Rs.10 each. There has been no change in the capital structure of TEPL in the last six month. Board of Directors

The board of directors of TEPL currently comprises Ms. Raj Shree Singh and Mrs. Aditi Shivinder Singh. Financial Performance The audited summary financial data of TEPL for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 0.52 0.50 1.36 Profit/(Loss) after tax 0.03 (0.08) 0.26 Equity capital* 0.10 0.10 0.10 Reserves and surplus (excluding revaluation reserves)(1) (0.22) (0.29) (0.02) Earnings/(Loss) per share (basic and diluted) (Rs.)(2)* 3.05 (8.12) 25.52 Book value per share (Rs.)(2)* (12.13) (18.75) 8.28

_____________

* Excludes the 280,000 9% non-cumulative redeemable preference shares of Rs.10 each.

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(tt) Vistaar Religare Capital Advisors Limited (“VRCAL”) VRCAL was incorporated on February 20, 2008 under the Companies Act. Its registered office is situated at 16-18, Subhada Commercial Building, Sir Pochkhanwala Road, Worli, Mumbai 400 030, Maharashtra, India. VRCAL is engaged in the business of administering and managing Vistaar Religare Media Fund (“VRMF”), which is an Indian venture capital fund organized as a contributory trust, and its various assets. The details of the approval obtained by VRMF in respect of its business are as follows:

S. No.

Approval Granted

Authority

Reference/

Registration

Number

Date of Issue

Validity

1. Certificate of Registration as a Venture Capital Fund under the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended

SEBI IN/VCF/08-09/128

July 25, 2008 Valid until suspension or cancellation

The equity shares of VRCAL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation.

269

Shareholding Pattern The shareholding pattern of VRCAL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Religare Enterprises Limited 142,305 74.00 2. Vistaar Entertainment Ventures Private Limited 49,994 25.99 3. Vistaar Investment Advisors Private Limited* 1 0.00 4. Mr. Sheetal Talwar* 1 0.00 5. Friday Entertainment Ventures Private Limited* 1 0.00 6. WSG Pictures Private Limited* 1 0.00 7. Ms. Bhavna Talwar* 1 0.00

Total 192,304 100.00

_______________

* As a nominee of Vistaar Entertainment Ventures Private Limited.

There has been no change in the capital structure of VRCAL in the last six months. Board of Directors

The board of directors of VRCAL currently comprises Mr. Sunil Godhwani, Mr. Sheetal Vinod Talwar, Mr. Shachindra Nath and Mr. Rakesh Madan Nanda. Financial Performance As VRCAL was incorporated in Fiscal 2008, the financial results for Fiscal 2006, 2007 and 2008 are not available. The audited summary financial data for Fiscal 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31, 2009

Sales and other Income 3.95 Profit/(Loss) after tax (20.09) Equity capital 1.92 Reserves and surplus (excluding revaluation reserves)(1) 8.09 Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (131.23) Book value per share (Rs.)(2) 52.07

_______________

(1) Net of miscellaneous expenditure not written off.

(2) Face value of each equity share is Rs.10.

(uu) Vistas Complexes Private Limited (“VCPL”) (formerly, Auspicious Estates Private Limited) VCPL was incorporated on May 13, 2008 under the Companies Act as “Auspicious Estates Private Limited”. With effect from February 17, 2009, its name was changed from “Auspicious Estates Private Limited” to its present name. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. VCPL is engaged in the business of selling, purchasing, developing and dealing in all kinds of properties.

The equity shares of VCPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern The shareholding pattern of VCPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares of

Rs.10 each

Percentage of equity

capital (%)

Mr. Malvinder Mohan Singh 5,000 50.00 Malav Holdings Private Limited 5,000 50.00

Total 10,000 100.00

270

There has been no change in the capital structure of VCPL in the last six months.

Board of Directors The board of directors of VCPL currently comprises Mr. Malvinder Mohan Singh and Mrs. Japna Malvinder Singh. Financial Performance

As VCPL was incorporated in Fiscal 2009, the financial results for Fiscal 2006, 2007 and 2008 are not available. (vv) Vistas Realtors Private Limited (“VRPL”) VRPL was incorporated on August 2, 2006 under the Companies Act. Its registered office is situated at 55, Hanuman Road, Connaught Place, New Delhi 110 001, India. VRPL is engaged in the business of selling, purchasing, developing and dealing in all kinds of properties. The equity shares of VRPL are not listed on any stock exchange and it has not made any public or rights issue since the date of its incorporation. Shareholding Pattern

The shareholding pattern of VRPL as on August 21, 2009 was as follows:

S. No.

Name of the Shareholder

Number of equity shares

of Rs.10 each

Percentage of equity

capital (%)

1. Mr. Malvinder Mohan Singh 2,500 25.00 2. Mrs. Japna Malvinder Singh 2,500 25.00 3. Ms. Nimrita Parvinder Singh under the guardianship of

Mr. Malvinder Mohan Singh 2,500 25.00

4. Ms. Nanki Parvinder Singh under the guardianship of Mr. Malvinder Mohan Singh

2,500 25.00

Total 10,000 100.00

There has been no change in the capital structure of VRPL in the last six months. Board of Directors

The board of directors of VRPL currently comprises Mr. Malvinder Mohan Singh and Mrs. Japna Malvinder Singh. Financial Performance

As VRPL was incorporated in Fiscal 2007, the financial results for Fiscal 2006 are not available. The audited summary financial data of VRPL for Fiscal 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

Sales and other Income - - Profit/(Loss) after tax (0.01) (0.01) Equity capital 0.10 0.10 Reserves and surplus (excluding revaluation reserves)(1) (0.02) (0.03) Earnings/(Loss) per share (basic and diluted) (Rs.)(2) (0.72) (0.98) Book value per share (Rs.)(2) 8.12 7.43

_______________

(1) Net of miscellaneous expenditure not written off.

271

(2) Face value of each equity share is Rs.10.

Firms forming part of the Promoter Group (a) Bar Chem (“BC”) BC was constituted on January 11, 2005 pursuant to a deed of partnership. The principal activity of BC is the manufacture and marketing of chemicals, pharmaceuticals, pathology labs and equipment. The partners of BC are Mrs. Sunit Harpal Singh and Ms. Davinder Daljit Singh and the profits and losses are shared between them in the ratio of 60:40. Financial Performance

The audited summary financial data of BC for Fiscal 2008 and the unaudited summary financial data for Fiscal 2006 and 2007 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 0.99 5.99 12.47 Profit/(Loss) after tax 0.38 (0.42) 6.27 Equity capital 0.68 0.26 6.53

(b) Malsh Healthcare (“MHC”) MHC was constituted on July 2, 2003 pursuant to a deed of partnership. The principal activity of MHC is running hospitals, medical centers, pathological laboratories, clinical laboratories and testing centers in various cities in India. The partners of MHC are Mr. Shivinder Mohan Singh and Mr. Malvinder Mohan Singh and the profits and losses are shared between them in the ratio of 50:50. Financial Performance

The audited summary financial data of MHC for Fiscal 2006, 2007 and 2008 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 46.12 62.73 0.61 Profit/(Loss) after tax 0.98 0.68 0.02 Equity capital 5.00 5.00 3.60

(c) Oscar Traders (“OT”) OT was constituted on February 21, 1979 pursuant to a deed of partnership, which was amended on January 19, 1991 and March 29, 2006. The principal activity of OT is holding of investments, with the dividend constituting the income thereof. The partners of OT are Oscar Investments Limited, Mr. Shivinder Mohan Singh and Mr. Malvinder Mohan Singh and the profits and losses are shared among them in the ratio of 85:7.5:7.5. Financial Performance

The audited summary financial data of OT for Fiscal 2006, 2007 and 2008 is set forth below:

272

(Rs. in million, unless otherwise stated)

Year ended March 31,

2006

2007

2008

Sales and other Income 42.21 1,300.63 4.81 Profit/(Loss) after tax 39.13 1,297.98 4.64 Equity capital 0.11 0.11 0.11

(d) Raj Estate (“RE”) RE was constituted on March 1, 2004 pursuant to a deed of partnership. The principal activity of RE is the development of land and real estate and the construction of multi-storeyed residential and commercial flats, complexes, etc. The partners of RE are Mrs. Sunit Harpal Singh, Mr. Karanjit Singh Bajwa and Mr. Sukhjit Singh and the profits and losses are shared among them in the ratio of 51:24.5:24.5. Financial Performance

The unaudited summary financial data of RE for Fiscal 2007, 2008 and 2009 is set forth below:

(Rs. in million, unless otherwise stated)

Year ended March 31,

2007

2008

2009

Sales and other Income 35.70 - - Profit/(Loss) after tax 35.60 (0.00) (0.00) Equity capital 2.24 0.09 0.09

Defunct Promoter Group Companies There are no defunct Promoter Group companies. Other Confirmations The Promoters and Promoter Group entities, including the relatives of the Promoters, have confirmed that they have not been detained as willful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them. None of the Promoters or the Promoter Group entities or the companies with which any of the Promoters are or were associated as a promoter, director or person in control are debarred from accessing the capital market, under any order or direction passed by SEBI. Litigation For details relating to legal proceedings involving the Promoters and members of the Promoter Group, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

273

RELATED PARTY TRANSACTIONS The Company has various transactions with related parties, including the Subsidiaries, the Associates, the Directors, employees and their relatives, the Promoters and the Promoter Group entities. These related party transactions include the following: • Expenses allocated to related parties; • Operation income (including inpatient income, income from medical services, management fees, income

from rent and pharmacy income); • Interest income and expense on loans/advances; • Loans/advances given and received back; • Loans/advances taken and paid back; • Managerial remuneration; • Redemption of Preference Share capital; • License user agreement fees; • Legal and professional charges; and • Sale and purchase of fixed assets. For details on the Company’s related party transactions, including business interests of group companies, Subsidiaries and Associates in the Company, on an unconsolidated basis see note 8, Annexure II to the Company’s restated unconsolidated summary financial statements in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

For details on the Company’s related party transactions, including business interests of group companies, Subsidiaries and Associates in the Company, on a consolidated basis see note D(7), Annexure VI to the Company’s restated consolidated summary financial statements in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. For details of the break down of (i) the total outstanding unsecured loans taken by the Company from the Promoters, group companies, Subsidiaries, material Associates and others and (ii) the total outstanding unsecured loans taken by the Promoters, group companies, related parties, material Associates and others from the Company, on a consolidated basis, see note D(7), Annexure VI to the Company’s restated consolidated summary financial statements in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer.

274

DIVIDEND POLICY The Company has not paid any cash dividends on the Equity Shares. The Company currently intends to retain all of its earnings to finance the development and expansion of its business and, therefore, does not anticipate paying any cash dividends on the Equity Shares in the foreseeable future. Any future dividends declared will be recommended by the Board of Directors and approved by the Equity Shareholders at their discretion and will depend on the financial condition, results of operations, capital requirements and surplus, contractual obligations and restrictions, the terms of the credit facilities and other financing arrangements of the Company at the time a dividend is considered, and other relevant factors. Pursuant to the terms of the Company’s loan agreements with certain banks and financial institutions, the Company cannot declare or pay any dividend to its Equity Shareholders during any Fiscal year unless the Company has paid all the amounts remaining outstanding under such loan agreements to the respective lenders or made satisfactory provisions therefor or if the Company is in default of the terms and conditions of such loan agreements. For further details of the terms and conditions under the Company’s loan agreement, see the section titled “Financial Indebtedness” beginning on page 305 of this Letter of Offer.

F-1

SECTION V - FINANCIAL INFORMATION

FINANCIAL STATEMENTS

RESTATED UNCONSOLIDATED SUMMARY STATEMENTS OF ASSETS AND LIABILITIES OF FORTIS HEALTHCARE LIMITED AS OF MARCH 31, 2009, 2008, 2007, 2006 AND 2005, PROFITS AND LOSSES FOR EACH OF THE YEARS ENDED MARCH 31, 2009, 2008, 2007, 2006 AND 2005 AND CASH FLOWS FOR EACH OF THE YEARS ENDED MARCH 31, 2009, 2008, 2007, 2006 AND 2005; RESTATED UNCONSOLIDATED SUMMARY STATEMENTS OF ASSETS AND LIABILITIES OF FORTIS HOSPOTEL LIMITED AS OF MARCH 31, 2009, 2008, 2007 AND 2006, PROFITS AND LOSSES FOR EACH OF THE YEARS ENDED MARCH 31, 2009, 2008, 2007 AND FOR THE PERIOD FROM MARCH 21, 2006 TO MARCH 31, 2006 AND CASH FLOWS FOR EACH OF THE YEARS ENDED MARCH 31, 2009, 2008, 2007 AND FOR THE PERIOD FROM MARCH 21, 2006 TO MARCH 31, 2006; AND RESTATED CONSOLIDATED SUMMARY STATEMENTS OF ASSETS AND LIABILITIES OF FORTIS HEALTHCARE LIMITED AS OF MARCH 31, 2009, 2008, 2007, 2006 AND 2005 AND PROFITS AND LOSSES FOR EACH OF THE YEARS ENDED MARCH 31, 2009, 2008, 2007, 2006 AND 2005 AND CASH FLOWS FOR EACH OF THE YEARS ENDED MARCH 31, 2009, 2008, 2007, 2006 AND 2005 Auditors’ Report as required by Part II of Schedule II to the Companies Act, 1956 To The Board of Directors Fortis Healthcare Limited Escorts Heart Institute and Research Centre Okhla Road New Delhi 110 025 India Dear Sirs, We have examined the financial information of Fortis Healthcare Limited (“FHL” or the “Company”) and one of its wholly owned subsidiary, Fortis Hospotel Limited (“FHTL”), prepared by the Company and annexed to this report, in connection with the proposed rights issue of equity shares of Rs. 10 each, together with detachable warrants, on rights basis (referred to as the “Issue”), at such premium as may be decided by the Board of Directors. Such financial information, which has been approved by the Board of Directors of the Company, has been prepared in accordance with the requirements of:

1. paragraph B (1) of Part II of Schedule II to the Companies Act, 1956 (the “Act”); and 2. the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations 2009

(the “Guidelines”) issued by the Securities and Exchange Board of India (“SEBI”) on August 26, 2009.

This report supersedes our earlier report dated March 30, 2009, as subsequent to the issue of the latter, the Board of directors of the Company decided to incorporate certain incremental information and revise the restated unconsolidated and consolidated financial information, including other financial information covered by our earlier report dated March 30, 2009, in order to give effect to the requirements of SEBI (vide letter ref. CFD/DIL/ISSUES/SM/161697/2009, dated April 27, 2009 and CFD/DIL/ISSUES/SM/161779/2009, dated April 28, 2009). We have examined such financial information taking into consideration:

• the terms of reference received from the Company vide their letters dated February 13, 2009 and July 31, 2009 , requesting us to carry out work on such financial information, proposed to be included in the offer document of the Company in connection with its proposed Issue;

• the (Revised) Guidance Note on Reports in Company Prospectuses issued by the Institute of Chartered Accountants of India.

A. Financial information as per Restated Unconsolidated Summary Statements of Fortis Healthcare Limited

1. We have examined the attached Restated Unconsolidated Summary Statements of:

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• assets and liabilities of the Company as at March 31, 2009, 2008, 2007, 2006 and 2005; • profits and losses of the Company for each of the years ended March 31, 2009, 2008, 2007, 2006 and

2005; and • cash flows of the Company for each of the years ended March 31, 2009, 2008, 2007, 2006 and 2005

which have been prepared by the Company and approved by its Board of Directors (these statements are hereinafter collectively referred to as the “Restated Unconsolidated Summary Statements of the Company” and attached as Annexure I to this Report). These statements have been extracted by the management from the audited unconsolidated financial statements of the Company for the respective years.

2. The Restated Unconsolidated Summary Statements of the Company have been arrived at after making such

adjustments and regroupings, including for qualifications in the auditors’ reports, as, in our opinion, are appropriate and more fully described in the notes appearing in Annexure II to this report. Based on our examination of these Restated Unconsolidated Summary Statements of the Company, we confirm that: • the impact arising on account of changes in accounting policies from those adopted by the Company for

the year ended March 31, 2009 has been adjusted with retrospective effect in the attached Restated Unconsolidated Summary Statements of the Company except to the extent stated in paragraph 3 below;

• material amounts relating to previous years have been adjusted in the Restated Unconsolidated Summary Statements of the Company in the years to which they relate except to the extent stated in paragraph 3

below; • there are no extraordinary items, which need to be disclosed separately in the Restated Unconsolidated

Summary Statements of the Company; and • there are no qualifications in auditors’ reports that require an adjustment in the Restated Unconsolidated

Summary Statements of the Company. 3. As informed by the management, due to practical difficulties in retrospective application of Revised

Accounting Standard (“AS”) 15, the Company has adopted the revised AS 15 on Employee Benefits issued by

the Institute of Chartered Accountants of India (“ICAI”) effective April 1, 2006 which has resulted in

additional charge of Rs. 2.32 millions as at March 31, 2006. Also, the Company has changed the actuarial

assumptions for valuation of employee benefits during the year ended March 31, 2007 which has resulted in a

prior period charge amounting to Rs. 17.09 millions, which could not be adjusted in respective earlier years due to practical difficulties in retrospective application, Accordingly, the impact of the revised AS 15

(including the impact arising on account of changes in the actuarial assumptions for valuation of the liability

under defined employee benefit plans), not quantifiable in the individual years, has not been considered as

an adjustment item for the purpose of the restatement of all periods presented up to March 31, 2006 included

in the Restated Unconsolidated Summary Statements of FHL. 4. Summary of significant accounting policies adopted by the Company and material adjustments carried out in

the preparation of the audited unconsolidated financial statements for the year ended March 31, 2009 and the significant notes to the Restated Unconsolidated Summary Statements of the Company are enclosed as Annexure II to this report.

B. Financial information as per Restated Unconsolidated Summary Statements of Fortis Hospotel Limited

5. We have examined the attached Restated Unconsolidated Summary Statements of:

• assets and liabilities of FHTL as at March 31, 2009, 2008, 2007 and 2006; • profits and losses of FHTL for each of the years ended March 31, 2009, 2008, 2007 and for the period

from March 21, 2006 to March 31, 2006; and • cash flows of FHTL for each of the years ended March 31, 2009, 2008, 2007 and for the period from

March 21, 2006 to March 31, 2006

which have been prepared by FHTL and approved by its Board of Directors (these statements are hereinafter collectively referred to as the “Restated Unconsolidated Summary Statements of FHTL” and attached as Annexure III to this Report). These statements have been extracted by the management from the audited unconsolidated financial statements of FHTL for the respective years/ period. This report, in so far as it relates to the amounts included in the restated unconsolidated summary statements of assets and liabilities of FHTL as at March 31, 2007 and 2006 and the related restated unconsolidated summary statements of profits and losses and cash flows for the year ended March 31, 2007 and for the period from March 21, 2006 to March 31, 2006, is based on the audited financial statements of FHTL, which

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were audited by other auditors, Harish Gambhir & Co., whose audit reports have been relied upon by us for the said year / period. For the purpose of placing reliance on audit reports of the other auditors, we have not performed any additional procedures to assess adequacy or otherwise of procedures carried out by the respective auditors for issuing these audit reports.

6. The Restated Unconsolidated Summary Statements of FHTL have been arrived at after making such adjustments and regroupings as, in our opinion, are appropriate and more fully described in the notes appearing in Annexure IV to this report. Based on our examination of these Restated Unconsolidated Summary Statements of FHTL, we confirm that: • the impact arising on account of changes in accounting policies from those adopted by FHTL for the year

ended March 31, 2009 has been adjusted with retrospective effect in the attached Restated Unconsolidated Summary Statements of FHTL;

• material amounts relating to previous years have been adjusted in the Restated Unconsolidated Summary Statements of FHTL in the years to which they relate;

• there are no extraordinary items, which need to be disclosed separately in the Restated Unconsolidated Summary Statements of FHTL; and

• there are no qualifications in auditors’ reports that require an adjustment in the Restated Unconsolidated Summary Statements of FHTL.

7. Summary of significant accounting policies adopted by FHTL and material adjustments carried out in the

preparation of the audited unconsolidated financial statements for the year ended March 31, 2009 and the significant notes to the Restated Unconsolidated Summary Statements of FHTL are enclosed as Annexure IV to this report.

C. Financial information as per Restated Consolidated Summary Statements of Fortis Healthcare Limited

8. We have examined the attached Restated Consolidated Summary Statements of: • assets and liabilities of the Company, its subsidiaries and associates (as defined in note 4 under Annexure

VI to this report and hereinafter collectively referred to as the “Fortis Group”) as at March 31, 2009, 2008, 2007, 2006 and 2005;

• profits and losses of the Fortis Group for each of the years ended March 31, 2009, 2008, 2007, 2006 and 2005; and

• cash flows of the Fortis Group for each of the years ended March 31, 2009, 2008, 2007, 2006 and 2005

which have been prepared by the Company and approved by its Board of Directors (these statements are hereinafter collectively referred to as the “Restated Consolidated Summary Statements” and attached as Annexure V to this Report). These statements have been extracted by the management from the consolidated financial statements of the Company for the respective years.

This report, in so far as it relates to the amounts included in the restated consolidated summary statements of assets and liabilities of FHL as at March 31, 2009, 2008, 2007, 2006 and 2005 and the related restated consolidated summary statements of profits and losses and cash flows for the years ended March 31, 2009, 2008, 2007, 2006 and 2005, is based on the audited financial statements of FHL, audited financial statements of its subsidiaries and audited financial statements of its associates, prepared for the periods subsequent to the subsidiaries and associates becoming the subsidiary / associate of FHL. These audited financial statements include financial statements of certain subsidiaries and associates listed in the table below, which were audited by the respective auditors, whose audit reports have been relied upon by us for the said years / periods. For the purpose of placing reliance on audit reports of respective auditors, we have not performed any additional procedures to assess adequacy or otherwise of procedures carried out by the respective auditors for issuing these audit reports.

Name of the group entity Name of the respective

auditors of the entities

Periods reported upon by other auditors

International Hospital Limited, subsidiary of the Company

Walker, Chandiok and Co. Each of the years ended March 31, 2005, 2006 and 2007

Fortis Hospotel Limited, subsidiary of the Company

Harish Gambhir & Co. Period from March 21, 2006 to March 31, 2006 and year ended March 31, 2007

Escorts Heart Institute and Research Centre Limited, subsidiary of the Company

A.F.Ferguson & Co. Period from September 29, 2005 to March 31, 2006 and year ended March 31, 2007

Escorts Heart and Super Speciality Institute Limited, subsidiary of the Company

A.F.Ferguson & Co. Period from September 29, 2005 to March 31, 2006 and year ended March 31, 2007

Escorts Heart and Super Speciality A.F.Ferguson & Co. Period from September 29, 2005 to March 31, 2006

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Hospital Limited, subsidiary of the Company

and year ended March 31, 2007

Escorts Hospital and Research Centre Limited, subsidiary of the Company

N.D. Kapur & Co. Period from September 29, 2005 to March 31, 2006 and year ended March 31, 2007

Escorts Heart Centre Limited, subsidiary of the Company

R. Khattar & Associates Period from September 29, 2005 to March 31, 2006 and year ended March 31, 2007

Fortis Hospital Management Limited, subsidiary of the Company

S.N. Dhawan & Co. Period from April 9, 2008 to March 31, 2009

Fortis Health Management Limited, subsidiary of the Company

S.N. Dhawan & Co. Period from April 7, 2008 to March 31, 2009

Fortis Healthcare International Limited, subsidiary of the Company

Grant Thornton Ltd. Period from November 25, 2008 to March 31, 2009

Lalitha Healthcare Private Limited, subsidiary of the Company (associate for the period from August 4, 2008 to January 29, 2009)

Srinath Prabhu & Associates Period from August 4, 2008 to March 31, 2009

Sunrise Medicare Private Limited, associate of the Company

S.N. Dhawan & Co. Period from January 3, 2006 to March 31, 2006 and each of the years ended March 31, 2007, 2008 and 2009

Hiranandani Healthcare Private Limited, associate of the Company (subsidiary of the Company upto March 31, 2008)

S.H. Patrawala & Co. Period from February 14, 2006 to March 31, 2006 and year ended March 31, 2007

Malar Hospitals Limited, associate of the Company

K. Gopalan & Co. Period from October 18, 2007 to March 31, 2008 and year ended March 31, 2009

Medical and Surgical Centre Limited, associate of the Company

BDO De Chazal Du Mee Period from January 28, 2009 to March 31, 2009

9. The Restated Consolidated Summary Statements have been arrived at after making such adjustments and

regroupings as, in our opinion, are appropriate and more fully described in the notes appearing in Annexure VI to this report. Based on our examination of these Restated Consolidated Summary Statements, we confirm that:

• the impact arising on account of changes in accounting policies from those adopted by the respective

entities within the Fortis Group for the year ended March 31, 2009 has been adjusted with retrospective effect in the attached Restated Consolidated Summary Statements except to the extent stated in

paragraph 10 below; • material amounts relating to previous years have been adjusted in the attached Restated Consolidated

Summary Statements in the years to which they relate except to the extent stated in paragraph 10 below; • there are no extraordinary items, which need to be disclosed separately in the Restated Consolidated

Summary Statements; and • the qualifications in auditors’ reports which require an adjustment, have been given effect to in the

Restated Consolidated Summary Statements, except to the extent stated in paragraph 11 below, the effect

of which cannot be quantified.

10. As informed by the management, due to practical difficulties in retrospective application of Revised

Accounting Standard (“AS”) 15, the Fortis Group has adopted the revised AS 15 on Employee Benefits

issued by the Institute of Chartered Accountants of India (“ICAI”) effective April 1, 2006 which has resulted

in additional charge of Rs. 35.71 millions (net of deferred tax assets of Rs. 16.10 millions thereon, which has

been adjusted in respective earlier years) as at March 31, 2006. Also, the Fortis Group has changed the

actuarial assumptions for valuation of employee benefits during the year ended March 31, 2007 which has

resulted in a prior period charge amounting to Rs. 20.38 millions, which could not be adjusted in respective

earlier years due to practical difficulties in retrospective application, Accordingly, the impact of the revised

AS 15 (including the impact arising on account of changes in the actuarial assumptions for valuation of the

liability under defined employee benefit plans), not quantifiable in the individual years, has not been

considered as an adjustment item for the purpose of the restatement of all periods presented up to March 31, 2006 included in the Restated Consolidated Summary Statements of FHL.

11. (a) Our audit reports dated June 30, 2008 and June 30, 2009 on the audited consolidated financial

statements of the Company for years ended March 31, 2008 and 2009 included following qualifications: (i) A matter regarding the termination of leasehold arrangements of Escorts Heart Institute and

Research Centre Limited’s (a subsidiary of the Company) land by the Delhi Development Authority

is pending in appeals at various stages, the eventual outcome of which cannot be estimated

presently. Also, the liability as an outcome of a Public Interest Litigation (PIL), if any, remains

unascertained as the matter is pending with the court of law. Therefore, we are unable to express an

opinion at this stage in respect of these matters; and

(ii) Certain tax demands aggregating to Rs. 12,437 lacs (net of demands raised twice in respect of

certain years and also excluding the demand of Rs. 8,149.00 lacs in respect of Assessment Year

2001-02 which has been referred back to the Assessing Officer for reassessment), raised on Escorts

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Heart Institute and Research Centre Limited (a subsidiary of the Company) by the Income Tax

Authorities are pending in appeals and the eventual outcome of the above matters cannot presently

be estimated. We are unable to express an opinion at this stage in respect of these matters.

(b) The audit reports of A.F.Ferguson & Co. dated June 25, 2007 and July 18, 2006 on the audited financial

statements of Escorts Heart Institute and Research Centre Limited for year ended March 31, 2007 and

period from September 29, 2005 to March 31, 2006, respectively included the following qualifications:

(i) attention is invited to a note in notes to the accounts which sets out in detail the position of land

under leasehold arrangements with Delhi Development Authority; and

(ii) attention is invited to a note in notes to the accounts which sets out in detail the position with regard

to certain demands aggregating Rs 206 crores (net of demands raised twice in respect of certain years) raised by the Income tax authorities.

The matters are pending in appeals at various stages, the eventual outcome of which can not presently be

estimated. We are unable to express an opinion at this stage in these matters.

12. Summary of significant accounting policies adopted by the Fortis Group and Material Adjustments carried out in the preparation of the Restated Consolidated Summary Statements and the Significant Notes thereto are enclosed as Annexure VI to this report.

C. Other financial information

13. We have examined the following unconsolidated financial information of the Company proposed to be

included in the Offer document, as approved by the Board of Directors of the Company and annexed to this report:

(i) Details of Loans and Advances as appearing in Annexure VII; (ii) Details of Sundry Debtors as appearing in Annexure VIII; (iii) Details of Investments as appearing in Annexure IX; (iv) Statement of Accounting Ratios, as appearing in Annexure X to the report, based on the restated

unconsolidated summary statements of the Company; (v) Details of Secured and Unsecured Loans, as appearing in Annexure XI; (vi) Details of Other Income, as appearing in Annexure XII; (vii) Capitalisation Statement, as appearing in Annexure XIII; (viii) Statement of Tax Shelters, as appearing in Annexure XIV; We further confirm that the Company has not declared any dividend on its equity shares during the years ended March 31, 2009, 2008, 2007, 2006 and 2005.

14. We have examined the following unconsolidated financial information of FHTL proposed to be included in

the Offer document of Fortis Healthcare Limited, as approved by the Board of Directors of the FHTL and annexed to this report:

(i) Details of Loans and Advances as appearing in Annexure XV; (ii) Details of Sundry Debtors as appearing in Annexure XVI; (iii) Details of Investments as appearing in Annexure XVII; (iv) Statement of Accounting Ratios, as appearing in Annexure XVIII to the report, based on the restated

unconsolidated summary statements of FHTL; (v) Details of Secured and Unsecured Loans, as appearing in Annexure XIX; (vi) Details of Other Income, as appearing in Annexure XX; (vii) Capitalisation Statement, as appearing in Annexure XXI;

We further confirm that the FHTL has not declared any dividend on its equity shares during the years ended March 31, 2009, 2008, 2007 and the period from March 21, 2006 to March 31, 2006.

15. We have also examined the following consolidated financial information of the Company proposed to be

included in the Offer document, as approved by the Board of Directors of the Company and annexed to this report:

(i) Details of Loans and Advances as appearing in Annexure XXII; (ii) Details of Sundry Debtors as appearing in Annexure XXIII; (iii) Details of Investments as appearing in Annexure XXIV; (iv) Statement of Accounting Ratios, as appearing in Annexure XXV to the report, based on the restated

consolidated summary statements of the Company;

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(v) Details of Secured and Unsecured Loans, as appearing in Annexure XXVI; (vi) Details of Other Income, as appearing in Annexure XXVII; (vii) Capitalisation Statement, as appearing in Annexure XXVIII; (viii) Statement of Tax Shelters, as appearing in Annexure XXIX;

16. In our opinion, the “financial information as per Restated Unconsolidated Summary Statements of the Company”, “financial information as per Restated Unconsolidated Summary Statements of FHTL”, “financial information as per Restated Consolidated Summary Statements” of the Company and “Other financial information” referred to above have been prepared in accordance with Part II of Schedule II of the Act and the Guidelines except to the extent stated in paragraphs 3, 10 and 11 above.

17. This report should not be in any way be construed as a reissuance or redating of any of the previous audit

reports by us or by any of the other auditors.

18. This report is intended solely for your information and for inclusion in the offer document prepared in connection with the Issue of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For S.R. Batliboi & Co. Chartered Accountants Registration No. – 301003E per Pankaj Chadha Partner Membership No. 91813 Place : Gurgaon Date : September 10, 2009

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FORTIS HEALTHCARE LIMITED ANNEXURE I - RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

(Rs. in million) Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Fixed Assets Gross Block 1,329.46 1,316.49 1,426.93 1,083.63 822.92 Less: Accumulated Depreciation / Amortisation

578.57 507.98 406.37 303.30 230.29

Net block 750.89 808.51 1,020.56 780.33 592.63 Capital Work in Progress including Capital Advances

3.98 2.60 61.22 201.91 9.51

Total 754.87 811.11 1,081.78 982.24 602.14 Investments 7,519.80 7,106.89 6,756.68 6,746.68 0.02 Current Assets, Loans and Advances Inventories 25.95 24.81 23.84 20.75 15.55 Sundry Debtors 447.26 329.38 286.62 179.93 44.03 Cash and Bank Balances 468.66 48.85 12.25 128.64 14.87 Other Current Assets 27.87 67.73 21.22 25.55 14.29 Loans and Advances 2,838.04 2,681.57 708.83 213.82 62.12 Total 12,082.45 11,070.34 8,891.22 8,297.61 753.02 Liabilities and Provisions Secured Loans 2,139.35 1,569.84 2,465.89 3,863.09 350.64 Unsecured Loans 710.19 256.24 1,618.07 690.44 - Deferred Payment Liabilities - - 49.93 103.64 - Current Liabilities 1,175.23 362.17 303.80 214.46 154.55 Provisions 62.03 68.18 47.04 14.13 8.45 Total 4,086.80 2,256.43 4,484.73 4,885.76 513.64 Net Worth 7,995.65 8,813.91 4,406.49 3,411.85 239.38 Equity Share Capital 2,266.67 2,266.67 1,806.70 1,700.00 846.54 Class 'A' 1% Non Cumulative Redeemable Preference Share Capital

- - 10.00 10.00 -

Class 'B' 5% Non Cumulative Redeemable Preference Share Capital

- - 260.00 - -

Class 'C' Zero percent Redeemable Preference Share Capital

120.40 116.00 - - -

Share Application Money (Pending Allotment)

- 1,500.00 - 2,600.05 0.20

Reserves and Surplus 7,043.78 6,326.47 3,744.76 15.60 15.60 Less: Debit balance of Profit and Loss account 1,430.19 1,387.94 1,414.11 912.53 621.28 Less: Miscellaneous Expenditure (to the extent not written off or adjusted)

5.01 7.29 0.86 1.27 1.68

Net Worth 7,995.65 8,813.91 4,406.49 3,411.85 239.38

The above statement should be read with the Notes to the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure II. As per our report of even date For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date : September 10, 2009

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FORTIS HEALTHCARE LIMITED ANNEXURE I - RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES

(Rs. in million) Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Income Operating Income 1,744.55 1,579.34 1,284.63 989.24 609.99 Other Income 189.97 321.45 43.52 10.57 20.38 Total Income 1,934.52 1,900.79 1,328.15 999.81 630.37 Expenditure Materials Consumed 526.41 496.91 483.79 369.52 218.55 Personnel Expenses 425.53 348.48 254.70 177.88 137.15 Operating Expenses 423.74 355.02 316.65 260.48 196.67 General and Administration Expenses 262.31 237.66 117.69 82.65 43.95 Selling Expenses 26.43 28.02 16.70 20.92 25.31 Interest Expenses (including finance charges)

219.46 296.21 496.48 290.81 26.27

Depreciation and Amortization of Intangibles

115.40 106.42 105.70 73.35 62.81

Total Expenditure 1,999.28 1,868.72 1,791.71 1,275.61 710.71 Profits / (Losses) before Tax (64.76) 32.07 (463.56) (275.80) (80.34) Fringe Benefit Tax 5.09 5.26 3.25 2.20 - Net Profits / (Losses) before Prior Period Items

(69.85) 26.81 (466.81) (278.00) (80.34)

Prior Period Items 1.65 0.62 20.08 1.53 2.98 Net Profits / (Losses) (71.50) 26.19 (486.89) (279.53) (83.32) Adjustments (Refer Note 4 of Annexure II) 29.25 (0.02) (12.37) (11.72) (1.68) Net Profits / (Losses) as restated (42.25) 26.17 (499.26) (291.25) (85.00) Profit and Loss account brought forward from previous year (Refer Note 6 of Annexure II)

(1,387.94) (1,414.11) (912.53) (621.28) (517.07)

Adjustment as on April 1, 2006 on account of adoption of Revised AS-15 on Employee Benefits (Refer Note 5 of Annexure II)

- - (2.32) - -

Loss Brought forward from Amalgamating Company upto March 31, 2004 (Refer Note 4 i of Annexure II)

- - - - (19.21)

Balance Carried Forward as restated (1,430.19) (1,387.94) (1,414.11) (912.53) (621.28)

The above statement should be read with the Notes to the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure II. As per our report of even date For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date : September 10, 2009

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FORTIS HEALTHCARE LIMITED ANNEXURE I - RESTATED UNSCONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in million)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

A. Cash flows from Operating Activities

Net Profit/ (Loss) before tax and prior period adjustment

(35.51) 32.05 (475.93) (287.52) (82.02)

Add: Prior period adjustment on account of employee benefits (Refer note 5 of Annexure II)

- - (17.09) - -

Net Profit/ (Loss) before tax (35.51) 32.05 (493.02) (287.52) (82.02) Adjustments for: Depreciation and amortisation 115.40 106.42 105.70 73.35 62.58

Loss / (profit) on sale of fixed assets (net)

10.13 0.97 0.90 0.32 1.88

Profit on sale of investments (0.54) (4.39) - - - Provision for doubtful debts 1.77 5.18 15.08 9.39 2.97 Arrangement fees written off 2.28 1.08 0.41 0.41 0.36 Foreign exchange loss/ (gain) (net) 21.30 (15.41) (6.06) 10.02 (11.99) Wealth tax 0.19 0.14 0.11 0.05 0.09 Interest income (181.64) (294.04) (29.04) (6.74) (4.71) Interest expense 209.47 269.27 483.47 272.75 25.62

Operating profit/(losses) before working capital changes

142.85 101.27 77.55 72.03 (5.22)

Movements in working capital : Increase in sundry debtors (119.66) (47.70) (122.04) (145.15) (37.38) Increase in inventories (1.14) (0.98) (3.09) (5.19) (3.09)

Decrease / (Increase) in loans and advances

36.13 63.13 (145.68) (78.78) (58.84)

Decrease / (Increase) in other current assets

(4.41) (2.19) 0.82 (6.27) (7.95)

Increase / (Decrease) in current liabilities and provisions

50.62 (38.23) 104.74 50.43 20.53

Cash generated from/ (used in) operations 104.39 75.30 (87.70) (112.93) (91.95)

Direct taxes (paid)/ refunded (including Fringe Benefit Tax)

(8.19) (10.01) (10.54) 0.97 0.22

Net cash generated from / (used in) operating activities (A)

96.20 65.29 (98.24) (111.96) (91.73)

B. Cash flows from Investing Activities Purchase of fixed assets (88.87) (36.72) (215.93) (454.00) (18.68) Proceeds from sale of fixed assets 20.79 191.53 2.20 0.23 4.91

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FORTIS HEALTHCARE LIMITED ANNEXURE I - RESTATED UNSCONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in million)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Fixed deposits made with banks - (7,119.55) - (120.00) - Fixed deposits matured with banks - 7,119.55 120.00 - - Loans to subsidiaries (net) (670.25) (1,239.41) (393.62) 29.72 -

Deposits with bodies corporate and other companies (net)

483.83 (812.29) 54.92 (105.80) -

Purchase of investments (485.00) (716.90) - - -

Purchase of investments in subsidiaries and associates

(418.91) (350.21) (10.00) (6,746.67) -

Proceeds from sale of investments 431.54 750.18 - - -

Proceeds from sale of investments in subsidiaries

60.00 - - - -

Interest received 225.91 249.72 32.54 1.19 4.71 Net cash used in investing activities (B) (440.96) (1,964.10) (409.89) (7,395.33) (9.06) C. Cash flows from Financing Activities

Proceeds from issuance of equity share capital (Refer note a below)

- 459.96 1,495.86 863.46 92.50

Proceeds from issuance of preference share capital

14.50 116.00 - - -

Premium on issuance of equity share capital

- 4,507.65 - - -

Premium on issuance of preference share capital

130.50 1,044.00 - - -

Share issue expenses - (327.89) - - -

Proceeds from receipt of share application money (net of refunds)

- 1,500.00 (0.05) 2,599.85 -

Redemption of non cumulative redeemable preference shares

(11.60) (270.00) - - -

Premium on redemption of non cumulative redeemable preference shares

(133.51) (2,340.00) - - -

Proceeds from issuance of non convertible debentures

1,000.00 6,000.00 - - -

Redemption of non convcertible debentures

(1,000.00) (6,000.00) - - -

Premium on redemption of non convertible debentures

(30.14) (158.30) - - -

Proceeds from long-term borrowings 0.73 997.79 159.57 105.73 341.50 Repayment of long-term borrowings (435.39) (2,183.55) (1,566.02) (44.84) (252.68)

Proceeds / (repayments) of short-term borrowings (net)

1,436.82 (1,056.72) 893.02 4,231.84 (49.41)

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FORTIS HEALTHCARE LIMITED ANNEXURE I - RESTATED UNSCONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in million)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Decrease in deferred payment liabilities - (49.93) - - - Loan arrangement fees paid - (7.50) - - (2.04) Interest paid (207.34) (296.10) (470.64) (254.98) (25.62)

Net cash generated from financing activities (C)

764.57 1,935.41 511.74 7,501.06 104.25

Net changes in cash and cash equivalents (A + B + C)

419.81 36.60 3.61 (6.23) 3.46

Cash and cash equivalents at the beginning of the year

48.85 12.25 8.64 14.87 11.23

Add: Cash acquired on amalgamation (Refer Note 4i of Annexure II)

- - - - 0.18

Cash and cash equivalents at the end of the year

468.66 48.85 12.25 8.64 14.87

Components of cash and cash equivalents:

Cash in hand 1.50 0.33 0.43 1.00 0.49 Cheques in hand 0.03 32.94 - - 0.50

Balances with Scheduled banks on current accounts

10.61 15.58 11.82 7.64 13.88

Balances with Scheduled Banks on Deposit Account*

456.52 - - - -

Total 468.66 48.85 12.25 8.64 14.87

The above statement should be read with the Notes to the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure II. * Includes deposits made out of IPO proceeds (Refer note 16 of Annexure II) Notes : a) Proceeds from issuance of equity share capital during the year ended March 31, 2006 excludes Rs. 5.20

million relating to share capital issued for consideration other than cash.

b) The amalgamation of Fortis Medical Centre Holdings Limited with the Company (Refer note no. 4i of Annexure II) is non cash transaction and hence, has no impact on the Company's Cash Flows for any of the year.

c) Negative figure have been shown in brackets. As per our report of even date For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date : September 10, 2009

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ANNEXURE II – NOTES TO RESTATED UNCONSOLIDATED SUMMARY STATEMENTS OF ASSETS AND LIABILITIES, PROFITS AND LOSSES AND CASH FLOWS OF FORTIS HEALTHCARE LIMITED 1. Nature of Operations

Fortis Healthcare Limited (‘FHL’ or the ‘Company’) was incorporated in the year 1996 and commenced its hospital operations in year 2001 with the flagship of Multi-Specialty Hospital at Mohali and has thereafter set up / taken over the management of other hospitals in different parts of the country. As part of its business activities, the Company holds interests in its subsidiary and associate companies through which it manages and operates a chain of multi-specialty hospitals. The Company’s equity shares are listed on both Bombay Stock Exchange and National Stock Exchange. The Restated Unconsolidated Summary Statements have been prepared specifically in connection with the proposed issue of equity shares of the Company on Rights basis, for inclusion in its offer document. 2. Statement of Significant Accounting Policies (a) Basis of preparation

The Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows have been prepared by applying the necessary adjustments to the financial statements of FHL. These financial statements have been prepared under the historical cost convention on an accrual basis in accordance with the Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. The Restated Unconsolidated Summary Statements comply in all material respects with the requirements of: 1. paragraph B(1) of Part II of Schedule II to the Companies Act, 1956. 2. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

(b) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

(c) Fixed Assets

Fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost comprises the purchase price and any directly attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. (d) Depreciation

i) Depreciation on Leasehold Improvements is provided over the primary period of lease or over the useful lives of the respective fixed assets, whichever is shorter.

ii) Depreciation on all other fixed assets is provided using the Straight Line Method as per the useful lives of the assets estimated by the management, or at the rates prescribed under Schedule XIV of the Companies Act, whichever is higher.

iii) Individual assets not exceeding Rs. 5,000 are depreciated fully in the year of purchase.

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(e) Expenditure on new projects and substantial expansion Expenditure directly related to construction activity is capitalised. Indirect expenditure incurred during construction period is capitalised to the extent to which the expenditure is related to construction or is incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction period, which is not related to the construction activity nor is incidental thereto, is charged to the Profit and Loss account. All direct capital expenditure on expansion is capitalised. As regards indirect expenditure on expansion, only that portion is capitalised which represents the marginal increase in such expenditure involved as a result of capital expansion. Both direct and indirect expenditure are capitalised only if they increase the value of the asset beyond its originally assessed standard of performance.

(f) Intangibles

Technical Know-how Fees

Technical know-how fees is amortized over a period of 3 years.

Software

Cost of software is amortized over a period of 6 years, being the estimated useful life as per the management estimate.

(g) Impairment

i) The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/ external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

ii) After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(h) Leases

Where the Company is the lessee

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased items are classified as operating leases. Operating lease payments are recognised as an expense in the Profit and Loss account on a straight-line basis over the lease term.

Where the Company is the lessor

Assets subject to operating leases are included in fixed assets. Lease income is recognised in the Profit and Loss account on a straight-line basis over the lease term. Costs, including depreciation are recognised as expense in the Profit and Loss account.

(i) Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of such long term investments.

(j) Inventories

Inventories are valued as follows:

Medical Consumables, Pharmacy Items, Stores and Spares and Fuel

Lower of cost and net realizable value. Cost is determined on Weighted Average basis.

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Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs incurred to make the sale. (k) Revenue Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Operating Income

Operating Income is recognised as and when the services are rendered / pharmacy items are sold. Management fee from hospitals and income from medical services is recognised as per the terms of the agreement with respective hospitals.

Rehabilitation Centre Income

Revenue is recognised as and when the services are rendered at the centre.

Equipment Lease Rentals

Revenue is recognised in accordance with the terms of lease agreements entered into with the respective lessees.

Interest

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

Dividends

Dividend is recognised if the right to dividend is established by the balance sheet date. (l) Miscellaneous Expenditure (not written off) Cost incurred in raising funds (Arrangement fees on term loan) is amortised over the period for which the funds are obtained. (m) Foreign Currency Transactions

i) Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii) Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items that are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

iii) Exchange Differences

Upto March 31, 2007, the exchange differences on foreign currency transactions relating to fixed assets acquired from countries outside India were adjusted to the carrying amount of fixed assets. From April 1, 2007, as per the requirements of the Companies (Accounting Standard) Rules, 2006 (as amended) read in consonance with notified Accounting Standard 11, such exchange differences have been recognised as income or expenses. However, this change has no material impact on the profit or loss of any earlier year and accordingly, no adjustment is required for this accounting policy change in these restated unconsolidated summary statements.

(n) Employee benefits:

i) Contributions to Provident fund

The Company makes contributions to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952. Provident Fund is a defined contribution scheme and the

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contributions are charged to the Profit and Loss account of the year when the contributions to the respective funds are due. There are no other obligations other than the contribution payable to the fund.

ii) Gratuity

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation made at the end of the year using projected unit credit method.

iii) Leave encashment

Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for on the basis of actuarial valuation done at the end of the year using projected unit credit method.

iv) Actuarial gains/losses

Actuarial gains/losses are recognised in the Profit and Loss account as they occur. (o) Income Taxes Tax expense comprises current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred income tax reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each balance sheet date, the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Minimum Alternate Tax (‘MAT’) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the period/year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India (‘ICAI’), the said asset is created by way of a credit to the Profit and Loss account and shown as MAT Credit Entitlement. (p) Employee Stock Compensation Cost Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Guidance Note on Accounting for Employee Share-based Payments, issued by the ICAI. The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortized over the vesting period of the option on a straight line basis. (q) Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to the equity shareholders (after deducting preference dividends and attributable taxes, if any) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net profit or loss for

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the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

(r) Provisions

A provision is recognised when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(s) Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less. 3. Material Regroupings Appropriate adjustments have been made in the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the audited financials of the Company for the year ended March 31, 2009 and the requirements of the Guidelines issued by the Securities and Exchange Board of India (Disclosure and Investor Protection Guidelines 2000) as amended from time to time. 4. Material Adjustments

a. Summary of results of restatements made in the audited financial statements of the Company for the respective years and their impact on the profits / losses of the Company is as under:

(Rs. in millions)

Particulars Y/e March 31,

2009

Y/e March 31,

2008

Y/e March 31,

2007

Y/e March 31,

2006

Y/e March 31,

2005

Adjustments for

Prior Period Items (refer note b below)

• Power & Fuel 1.65 (1.59) - - (0.03)

• Materials Consumed - 0.63 3.08 0.46 (0.90)

• Staff Welfare Expenses - - 0.06 (0.06) -

• Recruitment & Training - - 0.04 (0.04) -

• Housekeeping Expenses including Consumables

- - 0.01 (0.01) -

• Repairs & Maintenance - Others - - 0.06 (0.06) -

• Insurance - - 0.04 (0.04) -

• Marketing & Business Promotion - - 0.05 (0.05) -

• Miscellaneous Expenses - - 0.12 (0.12) -

• Reversal of Management Fees from Hospitals

- - 0.49 (0.49) -

• Reversal of Pathology Laboratory Expenses

- - (0.75) - 0.75

• Discount on sales - - - 0.69 (0.13)

• Salary, wages and bonus - - - - 0.79

• Professional Charges to Doctors - - - - 1.28

Excess Provisions / Unclaimed Balances written back (refer note c below)

(1.71) (1.19) (3.75) 2.53 (0.33)

Provision for Doubtful Debts and Advances (refer note d below)

26.50 (4.54) (14.49) (3.82) (2.55)

Bad Debts written off (refer note e below) - 0.10 2.62 (2.08) (0.53)

Sundry Balances written off (refer note f below)

0.91 1.49 1.95 (3.55) (0.26)

Pre-Operative Expenses/ Capital Work in Progress written off (refer note g below)

1.90 5.08 (1.90) (5.08) -

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Particulars Y/e March 31,

2009

Y/e March 31,

2008

Y/e March 31,

2007

Y/e March 31,

2006

Y/e March 31,

2005

Depreciation for earlier years (refer note h below)

- - - - 0.23

Total 29.25 (0.02) (12.37) (11.72) (1.68)

b. Prior Period Items

In the financial statements for the years ended March 31, 2009, 2008, 2007, 2006 and 2005, certain items of income / expenses have been identified as prior period items. For the purpose of this statement, such prior period items have been appropriately adjusted to the respective years to which they relate. Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of prior period income/ expenses earned/ incurred prior to March 31, 2004.

c. Excess Provisions / Unclaimed Balances written back

In the financial statements for years ended March 31, 2009, 2008, 2007, 2006 and 2005, certain liabilities created in the earlier years were written back. For the purpose of this statement, the said liabilities, wherever required, have been appropriately adjusted to the respective years in which the same were originally created. Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of items pertaining prior to March 31, 2004.

d. Provision for Doubtful Debts and Advances

In the financial statements for the years ended March 31, 2009, 2008, 2007, 2006 and 2005, certain provisions were made for bad and doubtful debts which pertained to earlier years. For the purpose of this statement, the said provisions, wherever required, have been appropriately adjusted to the respective years in which these debtors were accounted for. Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of items pertaining prior to March 31, 2004.

e. Bad Debts written off

In the financial statements for the years ended March 31, 2008 and 2007, certain debts relating to the earlier years, were written off. Further, during the year ended March 31, 2005, certain debts relating to Fortis Medical Centre Holdings Limited, which pertained to the year ended March 31, 2004, were written off. For the purpose of this statement, such amounts have been appropriately adjusted to the respective years to which they relate. Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of write off of such assets pertaining prior to March 31, 2004.

f. Sundry Balances written off

In the financial statements for the years ended March 31, 2009, 2008, 2007 and 2006, certain balances relating to the earlier years, were written off. For the purpose of this statement, such amounts have been appropriately adjusted to the respective years to which they relate. Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of write off of such assets pertaining prior to March 31, 2004.

g. Pre-Operative Expenses/ Capital Work in Progress written off

In the financial statements for the years ended March 31, 2009 and 2008, pre-operative expenses and capital work in progress pertaining to earlier years, were written off. For the purpose of this statement, the said expenses have been appropriately adjusted to the respective years in which they were incurred.

h. Depreciation for earlier years

During the year ended March 31, 2005, depreciation pertaining to earlier years was charged off to the Profit and Loss Account. For the purpose of this statement, the said depreciation has been appropriately adjusted to the respective years to which it relates. Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of depreciation pertaining prior to March 31, 2004.

i. Scheme of amalgamation/merger of Fortis Medical Centre Holdings Limited with Fortis Healthcare Limited

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i) The Scheme of amalgamation/ merger (‘the scheme’) under sections 391 and 394 of the Companies Act, 1956, between the Company and Fortis Medical Centre Holdings Limited (‘FMCHL’), with effect from the appointed date i.e. April 1, 2004, was approved by the Hon’ble High court at New Delhi, vide its order dated October 7, 2005. The Company filed the Order of the Hon’ble High Court with the Registrar of Companies, NCT of Delhi and Haryana on December 23, 2005.

ii) FMCHL was engaged in the business of managing and operating hospitals and as per the scheme of amalgamation,

the Company shall continue to carry on the business of managing and operating chain of multi specialty hospitals. iii) In terms of Accounting Standard 14 – Accounting for Amalgamations issued by ICAI, the Scheme of Amalgamation

was accounted for under the ‘Pooling of Interest Method’, wherein all the assets and liabilities of FMCHL became, after amalgamation, the assets and liabilities of the Company.

iv) Pursuant to the Scheme, the business of FMCHL had been transferred to the Company on a going concern basis.

Accordingly, all the assets, liabilities, rights, licenses, benefits, obligations etc. of the business of FMCHL, as on April 1, 2004, stand transferred to and vested in the Company.

v) As per the Scheme, the Company had allotted to the members of FMCHL 1 (one) equity share of the face value of Rs.

10/- (ten) each of the Company, credited as fully paid up for every 4 (four) equity shares of Rs. 10/- each held by the members of FMCHL in FMCHL, excepting that the equity shares held by the Company in FMCHL stood cancelled. Accordingly, 520,000 equity shares of Rs. 10/- each fully paid-up aggregating to Rs. 5.2 millions were allotted by the Company to the members of FMCHL. In terms of the scheme, on transfer of various assets and liabilities of FMCHL to the Company as at the appointed date, following adjustments had been made in the books of account of the Company:

Particulars Amount

(Rs. in millions)

Net block of fixed assets 37.61 Net current assets (7.47) Less: Unsecured loan 28.55 Total Net Assets Value 1.59 Add: Loss brought forward from the amalgamating company as on the date of amalgamation i.e. April 1, 2004 19.21 Total 20.80

Cancellation of Share Capital of FMCHL 20.80 Share Capital to be issued by the Company to the members of FMCHL 5.20 Adjustment arising on amalgamation credited to Amalgamation Reserve 15.60

vi) The above accounting was given effect to in the audited financial statements for the year ended March 31, 2006

since the Court order approving the scheme was received only on October 7, 2005. However, since the appointed date for amalgamation was April 1, 2004, for the purposes of the Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows, as restated, the effect has been considered in the year ended March 31, 2005 and accordingly, assets, liabilities, income, expenses and cash flows for the year ended March 31, 2005 have been adjusted accordingly.

5. Non – Adjustment Items

The actuarial valuation for Employee Benefits as at March 31, 2006, in accordance with Accounting Standard - 15 (Revised), resulted in an additional charge of Rs. 2.32 millions. Since the year wise breakup of such additional charge impact is not ascertainable, the effect of the same is not adjusted to the years ended March 31, 2006 and 2005 and the entire charge has been accounted for as a debit to opening debit balance of Profit and Loss account as at April 1, 2006.

Further, the Company had changed the actuarial assumptions for valuation of employee benefits during the year

ended March 31, 2007 which had resulted in a prior period charge amounting to Rs. 17.09 millions. Since the year wise breakup of such prior period charge of Rs. 17.09 millions is not ascertainable, the effect of the same has not been adjusted to the years ended March 31, 2006 and 2005 and the entire charge has been accounted for as a debit to the Profit and Loss account for the year ended March 31, 2007.

6. Reconciliation of Profit and Loss account as at April 1, 2004

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Amount Particulars

(Rs. in millions)

Profit and Loss account balance as at April 1, 2004, as per audited financial statement (513.61) (Increase)/ Decrease in accumulated losses as at April 1, 2004 as a result of following adjustments: Prior period items (5.93) Excess provisions / unclaimed balances written back 4.45 Provision for doubtful debts and advances (1.10) Bad debts written off (0.11) Sundry balances written off (0.54) Depreciation for earlier years (0.23) Profit and Loss account balance as at April 1, 2004, as restated (517.07)

7. Segment Reporting As the Company's business activity primarily falls within a single business and geographical segment, there are no additional disclosures to be provided in terms of Accounting Standard 17 'Segment Reporting'.

8. Related Party Transactions Names of Related Parties (as certified by the management)

Holding Company Fortis Healthcare Holdings Limited (with effect from March 31, 2006) Subsidiary Companies a) International Hospital Limited (‘IHL’) which was a board subsidiary of the

Company since December 20, 2002, has become a subsidiary of the Company with effect from March 20, 2006

b) Fortis Hospotel Limited (‘FHTL’) (with effect from March 20, 2006) c) Escorts Heart Institute and Research Centre Limited (‘EHIRCL’) (with effect

from September 29, 2005) d) Escorts Hospital and Research Centre Limited (‘EHRCL’) (with effect from

September 29, 2005) e) Escorts Heart and Super Speciality Institute Limited (‘EHSSIL’) (with effect

from September 29, 2005) f) Escorts Heart and Super Speciality Hospital Limited (‘EHSSHL’) (with effect

from September 29, 2005) g) Escorts Heart Centre Limited (‘EHCL’) (with effect from September 29,

2005) h) Fortis Hospital Management Limited (‘FHoML’) (with effect from April 9,

2008) i) Fortis Health Management Limited (‘FHML’) with effect from April 7, 2008) j) Fortis Healthcare International Limited (with effect from November 25, 2008) k) Lalitha Healthcare Private Limited (‘LHPL’) with effect from January 30,

2009 (Associate of IHL from August 4, 2008 to January 29, 2009) l) Fortis Medical Centre Holdings Limited, a subsidiary till March 31, 2004,

amalgamated pursuant to order of Hon’ble High Court dated October 7, 2005 (refer note 4(i) above)

Companies (e) and (g) above are subsidiaries of EHIRCL; Companies (d), (f), (h), (j) and (k) above are subsidiaries of IHL and Company (i) above is the subsidiary of FHTL; Companies (d) and (f) above have become subsidiaries of IHL with effect from July 3, 2008 and July 7, 2008 respectively, prior to that these were the subsidiaries of EHIRCL

Fellow Subsidiaries a) Fortis Health Staff Limited b) Religare Wellness Limited (formerly Fortis Healthworld Limited) c) Medsource Healthcare Private Limited d) SAK Consumer Retail Services Limited e) Lifetime Healthcare Private Limited f) Pills and Powder Private Limited g) Hospitallia Eastern Private Limited (with effect from February 23, 2009)

Associates a) Sunrise Medicare Private Limited (with effect from January 3, 2006) b) Malar Hospitals Limited (Associate of International Hospital Limited) (with

effect from October 18, 2007) c) Hiranandani Healthcare Private Limited [with effect from April 1, 2008

(subsidiary for the period from February 14, 2007 to March 31, 2008)] d) Medical and Surgical Centre Limited, Mauritius (Associate of Fortis

Healthcare International Limited) (with effect from January 28, 2009) Key Management Personnel (“KMP”) a) Mr. Harpal Singh – Chairman (with effect from August 12, 1999 upto June 7,

2007), Managing Director (with effect from October 1, 2002 upto March 31, 2006)

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b) Mr. Malvinder Mohan Singh – Chairman (with effect from June 7, 2007) c) Mr. Shivinder Mohan Singh – Joint Managing Director (with effect from

November 13, 2003 upto February 9, 2006) and Managing Director (with effect from February 10, 2006)

Enterprises owned or significantly influenced by key management personnel or their relatives

a) Super Religare Laboratories Limited (formerly SRL Ranbaxy Laboratories Limited)

b) Ranbaxy Laboratories Limited (‘RLL’) c) RHC Holding Private Limited (formerly Ranbaxy Holding Company) d) Fortis Nursing and Education Society e) Religare Securities Limited f) Religare Commodities Limited g) Religare Finvest Limited h) Ran Air Services Limited i) Religare Travels (India) Limited j) Religare Technova IT Services Limited k) Oscar Investments Limited l) Religare Enterprises Limited m) Malav Holdings Limited

The schedule of Related Party Transactions is as follows:

Transactions details Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

Transactions during the year Expenses allocated to related parties Fortis Hospotel Limited (Subsidiary) 17.05 32.35 28.79 13.35 - Super Religare Laboratories Limited (Owned/significantly influenced by KMP/their relatives)**

5.33 8.12 26.11 24.29 15.69

International Hospital Limited (Subsidiary) 7.50 - 40.17 36.40 15.58 Sunrise Medicare Private Limited (Associate) - - 2.44 0.94 - Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

- - - - 0.43

Ranbaxy Laboratories Limited (Owned/significantly influenced by KMP/their relatives)

- - - - 0.10

Operating income (including Income from medical services,

Management fees from hospitals, Income from rehabilitation

centre, Rental and Pharmacy income)

International Hospital Limited (Subsidiary) 11.60 51.50 - 0.04 0.05 Sunrise Medicare Private Limited (Associate) 21.80 16.24 6.21 1.04 - Hiranandani Healthcare Private Limited**** 4.05 - - - - Lalitha Healthcare Private Limited (Subsidiary)***** 4.47 - - - - Malar Hospitals Limited (Associate) 1.37 - - - - Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

2.69 - - - 0.66

Medical and Surgical Centre Limited (Associate) 0.73 - - - - Escorts Heart and Super Speciality Institute Limited (Subsidiary) 0.31 2.11 0.23 - - Ranbaxy Laboratories Limited (Owned/significantly influenced by KMP/their relatives)

0.06 - - - -

Escorts Heart Institute and Research Centre Limited (Subsidiary) 1.04 - - - - Escorts Hospital and Research Centre Limited (Subsidiary) 0.07 - - - - Escorts Heart and Super Speciality Hospital Limited (Subsidiary) 0.23 - - - - Interest income on loans/ advances to Fortis Hospotel Limited (Subsidiary) 29.86 15.13 3.31 - - International Hospital Limited (Subsidiary) 44.34 160.96 0.66 - 0.30 Escorts Heart Institute and Research Centre Limited (Subsidiary) 2.13 2.62 - - - Escorts Heart and Super Speciality Hospital Limited (Subsidiary) 1.28 - - - - Sunrise Medicare Private Limited (Associate) 2.38 1.11 3.48 0.60 - Hiranandani Healthcare Private Limited**** 50.78 25.57 4.17 - - Super Religare Laboratories Limited (Owned/significantly influenced by KMP/their relatives)**

1.48 3.89 1.30 - -

Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

69.22 55.91 - - -

Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

2.46 3.01 1.55 - -

Religare Securities Limited (Owned/significantly influenced by - 43.76 - - -

F-21

Transactions details Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

KMP/their relatives) Religare Commodities Limited (Owned/significantly influenced by KMP/their relatives)

- 8.43 - - -

Consultation fees to doctors Escorts Heart and Super Speciality Institute Limited (Subsidiary) - 0.25 0.08 - - Escorts Heart Institute and Research Centre Limited (Subsidiary) 0.66 - - - - Interest expense on loans taken from Escorts Heart Institute and Research Centre Limited (Subsidiary) 5.27 - - - - Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

5.41 - - - -

RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

2.88 - - - -

International Hospital Limited (Subsidiary) - - - 0.14 - Fortis Hospotel Limited (Subsidiary) - - 2.51 0.31 - Sale of fixed assets International Hospital Limited (Subsidiary) 0.72 1.68 0.30 - 0.81 Malar Hospitals Limited (Associate) 4.43 - - - - Escorts Hospital and Research Centre Limited (Subsidiary) 1.77 - - - - Escorts Heart and Super Speciality Institute Limited (Subsidiary) 10.68 - - - - Loans/ advances given International Hospital Limited (Subsidiary) 2,119.43 6,329.18 - - - Fortis Hospotel Limited (Subsidiary) 1,144.20 722.82 - - - Hiranandani Healthcare Private Limited**** 80.90 195.36 316.30 - - Escorts Heart Institute and Research Centre Limited (Subsidiary) 175.00 100.00 - - - Escorts Heart and Super Speciality Hospital Limited (Subsidiary) 13.50 - - - - Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

1,277.10 1,850.50 - - -

Sunrise Medicare Private Limited (Associate) - 1.41 6.38 19.99 - Religare Commodities Limited (Owned/significantly influenced by KMP/their relatives)

- 132.50 - - -

Religare Securities Limited (Owned/significantly influenced by KMP/their relatives)

- 700.00 - - -

Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

- - 25.00 - -

Loans/ advances received back International Hospital Limited (Subsidiary) 1,122.50 6,024.47 - - - Fortis Hospotel Limited (Subsidiary) 1,033.50 305.12 - - - Hiranandani Healthcare Private Limited**** 250.00 - - - - Escorts Heart Institute and Research Centre Limited (Subsidiary) 175.00 100.00 - - - Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

25.00 - - - -

Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

2,144.60 983.00 - - -

Religare Commodities Limited (Owned/significantly influenced by KMP/their relatives)

- 132.50 - - -

Religare Securities Limited (Owned/significantly influenced by KMP/their relatives)

- 700.00 - - -

Sunrise Medicare Private Limited (Associate) - 28.91 - - - Loans taken Escorts Heart Institute and Research Centre Limited (Subsidiary) 261.00 - - - - Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

610.00 - - - -

RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

100.00 - - - -

Loans repaid Escorts Heart Institute and Research Centre Limited (Subsidiary) 261.00 - - - - Pathology laboratory expenses Super Religare Laboratories Limited (Owned/significantly 16.44 9.87 9.72 8.13 12.29

F-22

Transactions details Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

influenced by KMP/their relatives)** Ranbaxy Laboratories Limited (Owned/significantly influenced by KMP/their relatives)

- - - - 0.01

Travel and conveyance expenses Religare Travels (India) Limited (Owned/significantly influenced by KMP/their relatives)

8.63 6.32 - - -

Ran Air Services Limited (Owned/significantly influenced by KMP/their relatives)

0.36 0.57 - - -

Purchase of fixed assets Religare Technova IT Services Limited (Owned/significantly influenced by KMP/their relatives)

7.82 - - - -

Repair and maintenance expenses Religare Technova IT Services Limited (Owned/significantly influenced by KMP/their relatives)

0.26 - - - -

Ranbaxy Laboratories Limited (Owned/significantly influenced by KMP/their relatives)

- - - - 0.36

Purchases of medical consumables and pharmacy items Ranbaxy Laboratories Limited (Owned/significantly influenced by KMP/their relatives)

21.15 11.67 19.33 16.29 10.98

International Hospital Limited (Subsidiary) - - - - 0.03 Managerial remuneration Mr. Shivinder Mohan Singh (KMP) (refer note c below) 81.62 22.14 14.09 1.36 2.72 Mr. Harpal Singh (KMP) - - - 0.66 4.13 Directors' sitting fees Malvinder Mohan Singh (KMP) 0.12 - - - - Legal and professional fee Religare Securities Limited (Owned/significantly influenced by KMP/their relatives)

- - 12.57 - -

Religare Enterprises Limited (Owned/significantly influenced by KMP/their relatives)

- - 28.47 - -

RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

- - - - 0.90

Religare Technova IT Services Limited (Owned/significantly influenced by KMP/their relatives)

0.99

Redemption of preference share capital Fortis Healthcare Holdings Limited (Holding Company) 0.60 260.00 - - - RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

6.50 - - - -

Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

4.50 - - - -

Premium on redemption of preference share capital Fortis Healthcare Holdings Limited (Holding Company) 7.01 2,340.00 - - - RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

74.75 - - - -

Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

51.75 - - - -

Corporate guarantees given to banks for loans availed by Fortis Hospotel Limited (Subsidiary) 1,000.00 - - - - Escorts Heart and Super Speciality Institute Limited (Subsidiary) 250.00 - - - - Guarantee given to IndusInd Bank (refer note d below) 1,000.00 - - - - Hiranandani Healthcare Private Limited**** 450.00 150.00 - - - Corporate guarantee received for loans taken Malav Holdings Limited (Owned/significantly influenced by KMP/their relatives)

98.19 - - - -

RHC Holding Private Limited (Owned/significantly influenced by - - - 70.92 4.08

F-23

Transactions details Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

KMP/their relatives)* Investments made Fortis Hospotel Limited (Subsidiary) 418.91 311.30 - - - Sunrise Medicare Private Limited (Associate) - 38.91 - - - Hiranandani Healthcare Private Limited**** - - 10.00 - - Investments sold Fortis Healthcare Holdings Limited (Holding Company) 6.00 - - - - Subscription of share capital Fortis Healthcare Holdings Limited (Holding Company) - 6.00 260.00 3,451.80 - RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

- 65.00 - - -

Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

- 45.00 - - -

Ranbaxy Laboratories Limited (Owned/significantly influenced by KMP/their relatives)

- - - - 15.68

Securities premium received Fortis Healthcare Holdings Limited (Holding Company) - 54.00 2,340.00 - - RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

- 585.00 - - -

Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

- 405.00 - - -

Personal guarantee received for loans taken Managing Director (KMP) 500.00 750.00 500.00 3,800.00 - License user agreement fees RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

0.10 0.10 - 0.10 -

Transfer of freehold land to Fortis Hospotel Limited (Subsidiary) - 185.84 - - - Transfer of preoperative expenses to Fortis Hospotel Limited (Subsidiary) - 51.70 - - - Transfer of capital work in progress to Fortis Hospotel Limited (Subsidiary) - 14.40 - - - Transfer of deferred payment liability to Fortis Hospotel Limited (Subsidiary) - 49.93 - - - Transfer of current assets (project related) to Fortis Hospotel Limited (Subsidiary) - 0.28 - - - Transfer of current liability (project related) to Fortis Hospotel Limited (Subsidiary) - 15.30 - - -

F-24

Balance Outstanding As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Balance outstanding at the year end Loans / advances recoverable Escorts Heart and Super Speciality Institute Limited (Subsidiary)

7.59 0.25 0.61 0.29 -

Escorts Heart and Super Speciality Hospital Limited (Subsidiary)

13.50 - - - -

Escorts Heart Institute and Research Centre Limited (Subsidiary)

- 0.40 - - -

Escorts Hospital and Research Centre Limited (Subsidiary) 0.98 0.28 - - - Fortis Hospotel Limited (Subsidiary) 903.97 760.41 102.44 - - International Hospital Limited (Subsidiary) 1,409.35 378.06 7.01 32.14 12.53 Lalitha Healthcare Private Limited (Subsidiary)**** 0.02 - - - - Super Religare Laboratories Limited (Owned/significantly influenced by KMP/their relatives)**

- 11.31 29.76 7.46 1.48

Sunrise Medicare Private Limited (Associate) 3.93 1.53 30.42 20.39 - Fortis Health Staff Limited (Fellow Subsidiary) 0.01 0.01 - - - Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

- 867.50 - - -

Hiranandani Healthcare Private Limited**** 407.97 525.78 316.30 - - Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

- 25.00 25.00 - -

Malar Hospitals Limited (Associate) 1.44 - - - - Religare Wellness Limited (Owned/significantly influenced by KMP/their relatives)***

0.72 0.07 - - -

Religare Technova IT Services Limited (Owned/significantly influenced by KMP/their relatives)

0.75 - - - -

Unsecured loans Fortis Hospotel Limited (Subsidiary) - - - 90.44 - Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

610.00 - - - -

RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

100.00 - - - -

Escorts Heart Institute and Research Centre Limited (Subsidiary)

0.19 - 7.33 - -

Other current assets Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

- 0.81 1.55 - -

Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

- 41.36 - - -

Sunrise Medicare Private Limited (Associate) - - - 0.49 - Sundry debtors Sunrise Medicare Private Limited (Associate) 21.92 4.97 7.57 1.04 - Lalitha Healthcare Private Limited (Subsidiary)***** 4.74 - - - - Medical and Surgical Centre Limited (Associate) 0.73 - - - - Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

1.65 - - - -

Sundry creditors Ranbaxy Laboratories Limited (Owned/significantly influenced by KMP/their relatives)

4.25 1.61 4.41 7.20 4.82

Religare Travels (India) Limited (Owned/significantly influenced by KMP/their relatives)

0.77 - - - -

Ran Air Services Limited (Owned/significantly influenced by KMP/their relatives)

0.11 - - - -

Super Religare Laboratories Limited (Owned/significantly influenced by KMP/their relatives)**

2.78 - - - 7.44

Religare Enterprises Limited (Owned/significantly influenced by KMP/their relatives)

- - 1.52 - -

Investments Escorts Heart Institute and Research Centre Limited (Subsidiary)

5,889.48 5,889.48 5,889.48 5,889.48 -

F-25

Balance Outstanding As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

International Hospital Limited (Subsidiary) 402.11 402.11 402.11 402.11 0.02 Fortis Hospotel Limited (Subsidiary) 1,180.21 761.30 450.00 450.00 - Sunrise Medicare Private Limited (Associate) 44.00 44.00 5.09 5.09 - Hiranandani Healthcare Private Limited**** 4.00 10.00 10.00 - - Corporate guarantees received for loans taken RHC Holding Private Limited [(excluding 2,323,000 shares of Ranbaxy Laboratories Limited during the years ended March 31, 2009, 2008, 2007, 2006, 2005 and 2004) pledged for loans taken by the Company] (owned/significantly influenced by KMP/their relatives)*

75.00 75.00 75.00 75.00 4.08

Malav Holdings Limited [excluding 445,000 shares of Religare Enterprises Limited pledged for loans taken by the Company] (owned/significantly influenced by KMP/their relatives)

98.19 - - - -

Guarantee given to IndusInd Bank (refer note d below) 1,000.00 - - - - Corporate guarantees given for loan availed Fortis Hospotel Limited (Subsidiary) 1,000.00 - - - - Escorts Heart and Super Speciality Institute Limited (Subsidiary)

250.00 - - - -

Guarantee given to IndusInd Bank (refer note d below) 1,000.00 - - - - Hiranandani Healthcare Private Limited**** 600.00 150.00 - - -

Personal guarantee received for loans taken Managing Director (KMP) 1,292.85 900.00 4,300.00 3,800.00 -

Notes:

* Formerly Ranbaxy Holding Company

** Formerly SRL Ranbaxy Limited

*** Formerly Fortis Health World Limited

**** Associate of FHL with effect from April 1, 2008 (subsidiary for the period from February 14, 2007 upto March 31, 2008)

*****Associate for the period from August 4, 2008 to January 29, 2009, and Subsidiary with effect from January 30, 2009.

a) All figures are in Rs. millions

b) Expenses incurred on behalf of / by related parties, and later reimbursed by / to them have not been considered above.

c) Amount for the year ended March 31, 2009 includes Rs. 62.32 millions provided at the year end which is subject to Central Government approval.

d) Includes guarantee given to bank for loan jointly availed by the Company, EHIRCL, EHRCL, EHSSIL, EHSSHL and IHL.

F-26

9. Leases (a) Assets taken on Operating Lease: i) Hospital/ Office premises are obtained on operating lease. In all the cases, the agreements are further renewable at the option

of the Company. There is no escalation clause in the respective lease agreements. For all cases, there are no restrictions imposed by lease arrangements and the rent is not determined based on any contingency. All these leases are cancellable in nature other than the one for Hospital premises at Mohali which is non-cancellable. The total lease payments in respect of such leases recognised in the Profit and Loss account are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Lease payments during the year 100.45 72.09 68.80 67.23 58.49

The total lease payments mentioned above are inclusive of amounts allocated to companies as referred to in note 13 below. The total future minimum lease payments under the non-cancellable operating leases are as under:

(Rs. in millions)

Particulars 2008-09

Minimum lease payments :

Not later than one year 192.00

Later than one year but not later than five years 768.00

Later than five years 912.00

There being no non cancellable operating leases during the years ended March 31, 2008, 2007, 2006 and 2005, no disclosures in respect of future minimum lease payments under the non-cancellable operating leases are given above.

ii) The Company has also taken few Medical Equipments on non-cancellable operating leases for a period of 7 years. There is

no escalation clause in the lease agreements. There is no restriction imposed by lease arrangements and the rent is not determined based on any contingency. The total lease payments in respect of such leases recognised in the Profit and Loss account are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Lease payments during the year 4.55 3.68 2.52 2.20 1.84

The total future minimum lease payments under the non-cancellable operating leases are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Minimum Lease Payments due -

Not later than one year 6.19 4.55 3.68 2.52 2.20

Later than one year but not later than five years 3.30 9.49 13.99 17.54 16.80

Later than five years - - 0.04 0.17 3.11

(b) Assets given on Operating Lease i) The Company has sub- leased some portion of hospital premises. In all the cases, the agreements are further renewable at the

option of the Company. There is no escalation clause in the respective lease agreements. There are no restrictions imposed by lease arrangements and the rent is not determined based on any contingency. All these leases are cancellable in nature. The total lease income received / receivable in respect of the above leases recognised in the Profit and Loss account are as under:

(Rs. in millions) Particulars 2007-08 2007-08 2006-07 2005-06 2004-05

Sublease payments received for the year 3.27 2.55 2.66 2.22 0.28

ii) The Company had leased out certain capital assets on operating lease to a Trust managing hospital operations and one of its

Associates during the year ended March 31, 2007. The lease term is for 3 years and thereafter renewable at the option of the lessor. There are no restrictions imposed by the lease arrangements and the rent is not determined based on any contingency.

F-27

There is no escalation clause in the lease agreements. The lease arrangement is non-cancellable in nature. The details of the capital assets given on operating lease are as under:

(Rs. in millions)

As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 Particulars

Gross

Block

Accumulated

Depreciation

Net

Block

Gross

Block

Accumulated

Depreciation

Net

Block

Gross

Block

Accumulated

Depreciation

Net

Block

Software 0.35 0.18 0.17 0.16 0.15 0.01 0.02 - 0.02

Plant & Machinery 9.67 2.72 6.95 9.67 1.72 7.95 9.50 0.73 8.77 Medical Equipments 299.69 77.87 221.82 288.02 56.22 231.80 228.20 17.70 210.50

Furniture & Fittings 17.71 7.03 10.68 17.71 6.22 11.49 17.27 5.18 12.09

Computers 11.99 5.37 6.62 11.99 3.58 8.41 9.30 1.72 7.58 Office Equipments 2.76 0.39 2.37 2.76 0.27 2.49 2.63 0.13 2.50 Vehicles 3.35 1.00 2.35 3.36 0.63 2.73 3.25 0.26 2.99

Total 345.52 94.56 250.96 333.67 68.79 264.88 270.17 25.72 244.45

The total of future minimum lease payments received / receivable under the non-cancellable operating leases are as under:

(Rs. in millions)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007 Lease payments received for the year 67.15 63.06 43.56

Minimum Lease Payments due - Not later than one year 17.38 65.26 60.75 Later than one year but not later than five years - 16.31 75.94

There being no such lease arrangements during the years ended March 31, 2006 and 2005, no disclosure is required for the respective years.

10. Capital Commitment: (Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances)

16.80 5.51 27.81 83.91 8.51

11. Contingent liabilities (not provided for) in respect of:

(Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Claims against the Company not acknowledged as debts (in respect of compensation demanded by the patients / their relatives for negligence). The cases are pending with various Consumer Disputes Redressal Commissions. Based on the analysis of in-house legal team, the management believes that the Company has good chance of success in these cases. Hence, no provision thereagainst has been considered necessary.

32.68 25.44 34.33 18.84 19.93

Bank Guarantee executed in favour of Bombay Stock Exchange towards listing of the shares of the Company with the exchange.

- 25.30 - - -

Bank Guarantees executed in favour of lessor as security for hospital land and building taken on lease.

- 13.95 13.95 13.95 13.95

Corporate guarantee given to IDBI Bank in respect of financial assistance availed by an associate of the Company.

450.00 - - - -

Corporate guarantee given to Yes Bank in respect of financial assistance availed by two subsidiaries of the Company.

750.00 - - - -

F-28

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Corporate guarantee given to IndusInd Bank in respect of financial assistance availed by five subsidiaries of the Company.

1,000.00 - - - -

Corporate guarantee given to Axis Bank in respect of financial assistance availed by a subsidiary of the Company.

500.00 - - - -

Corporate guarantee given to ABN Amro Bank in respect of financial assistance availed by an associate of the Company.

150.00 150.00 - - -

Others 1.12 1.06 0.65 0.03 0.03

12. Employee Stock Option Plan

The Company has provided share-based payment scheme to its employees. During the year ended March 31, 2008, 458,500 options (Lot I) were granted to the employees under Plan ‘A’. Under the same plan, 33,500 options (Lot II) have been granted to the employees in the current year. As at March 31, 2009, the following scheme was in operation:

Particulars Lot I Lot II

Date of grant February 13, 2008 October 13, 2008 Date of Board Approval July 30, 2007 July 30, 2007 Date of Shareholder’s approval September 27, 2007 September 27, 2007 Number of options granted 458,500 33,500 Vesting Period February 13, 2009 to February

12, 2013 October 13, 2009 to October 12,

2013 Exercise Period up to February 12, 2018 October 12, 2018

The details of activity under the Plan have been summarized below: March 31, 2009 March 31, 2008 Particulars

Number of options Weighted Average Exercise Price(Rs.)

Number of options Weighted Average Exercise Price(Rs.)

Outstanding at the beginning of the year 458,500 71.00 - - Granted during the year 33,500 50.00 458,500 71.00 Forfeited during the year 111,500 70.34 - - Exercised during the year - - - - Expired during the year - - - - Outstanding at the end of the year 380,500 69.34 458,500 71.00 Exercisable at the end of the year 70,100 71.00 - - Weighted average remaining contractual life (in years)

8.93 - 9.88 -

Weighted average fair value of options granted (in Rs.)

25.86 - 26.48 -

The details of exercise price for stock options outstanding at the end of the year are:

Particulars March 31, 2009 March 31, 2008

Range of exercise prices Rs. 71.00 for 350,500 options and Rs. 50.00 for 30,000 options

Rs. 71.00

Number of options outstanding 380,500 458,500 Weighted average remaining contractual life of options (in years) 8.93 9.88 Weighted average exercise price (in Rs.) 69.34 71.00

Stock Options granted

The weighted average fair value of stock options granted during the year is Rs. 18.65 (Previous Year: Rs. 26.48). The Black - Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:

Particulars March 31, 2009 March 31, 2008

Exercise Price Rs. 71.00 for 350,500 options and Rs. 50.00 for 30,000 options

Rs. 71.00

Expected Volatility 34% 34% Life of the options granted (Vesting and exercise period) in years 6.5 years 6.5 years

F-29

Expected dividends - - Average risk-free interest rate 7.95% for 350,500 options and

8.70% for 30,000 options 7.95%

Expected dividend rate - -

In March 2005, the ICAI has issued a guidance note on ‘Accounting for Employees Share Based Payments’ applicable to employee based share plan, the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires the Proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profit and earnings per share would be as follows:

(Rs. in millions)

Particulars March 31, 2009 March 31, 2008

Profit/ (Loss) as reported (71.50) 26.18 Add: Employee stock compensation under intrinsic value method - - Less: Employee stock compensation under fair value method (1.91) (0.31) Proforma profit (73.41) 25.87 Earnings Per Share (In Rs.) Basic

- As reported (0.32) 0.12 - Pro forma (0.32) 0.12

Diluted - As reported (0.32) 0.12 - Pro forma (0.32) 0.12

The fair value of total option outstanding at the year end is Rs. 9.84 millions (Previous Year Rs. 12.14 millions) and these shall vest over a period of 5 years. Accordingly, the charge for the current year in relation to employee stock compensation under fair value method would have been Rs. 1.91 millions (Previous Year Rs. 0.31 millions).

13. The expenses shown in the Profit and Loss account are net of expenses aggregating to Rs. 95.07 millions during the year

ended March 31, 2007, Rs. 78.71 millions during the year 2005-06 and Rs. 66.87 millions during the year 2004-05 allocated/ apportioned by the Company to subsidiary companies, companies under the same management, as per estimation made by the management. In the opinion of the Board of Directors of the Company, the expenses so transferred are attributable to the activities of/ services rendered to/ availed by these companies.

14. Disclosures under Accounting Standard - 15 (Revised) on ‘Employee Benefits’: A. Defined Contribution Plan

(Rs. in millions)

Particulars March 31, 2009 March 31, 2008 March 31, 2007 Contribution to Provident Fund 13.70 14.28 12.99

B. Defined Benefit Plan

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The Company also provides leave encashment benefit to its employees, which is unfunded. The following table summaries the components of net benefit expenses recognised in the profit and loss account and the amounts recognized in the balance sheet.

(Rs. in millions)

Particulars Gratuity

(Unfunded)

March 31,

2009

Gratuity

(Unfunded)

March 31,

2008

Gratuity

(Unfunded)

March 31,

2007

Profit and Loss account

Net employee benefit expense (recognised in Personnel expenses) Current service cost 4.96 8.54 6.58 Interest cost on benefit obligation 1.90 1.81 1.37 Expected return on plan assets NA NA NA

F-30

Particulars Gratuity

(Unfunded)

March 31,

2009

Gratuity

(Unfunded)

March 31,

2008

Gratuity

(Unfunded)

March 31,

2007

Actuarial loss/ (gain) recognised during the year (6.55) (5.64) (1.14) Past service cost - - - Net benefit expense 0.31 4.71 6.81 Balance sheet

Details of Provision for Gratuity

Present value of defined benefit obligation 22.99 25.19 22.64 Fair value of plan assets NA NA NA Deficit of funds (22.99) (25.19) (22.64) Net liability (22.99) (25.19) (22.64) Changes in present value of the defined benefit obligation are as follows:

Opening defined benefit obligation 25.19 22.64 17.15 Current Service cost 4.96 8.54 6.58 Interest Cost on benefit obligation 1.90 1.81 1.37 Benefits paid (2.51) (2.16) (1.32) Actuarial loss/ (gain) recognised during the year (6.55) (5.64) (1.14) Closing defined benefit obligation 22.99 25.19 22.64

The Principal assumptions used in determining gratuity obligation for the company's plan are shown below:

Discount rate 7.80% 8% 8% Expected rate of return on plan assets NA NA NA Expected rate of salary increase 7.50% 10% 10% Mortality table referred LIC (1994-96) duly

modified LIC (1994-96) duly

modified LIC (1994-96) duly

modified Withdrawal rate/ Employee Turnover Rate

Age Upto 30 years 18% 3% 3% Age From 31 to 44 years 6% 2% 2% Age Above 44 years 2% 1% 1% Experience adjustment on plan liabilities (3.09) - -

Notes: a) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion

and other relevant factors, such as supply and demand in the employment market. b) The Company’s expected contribution to the fund in the next year is not presently ascertainable and hence, the

contributions expected to be paid to the plan during the annual period beginning after the balance sheet date as required by Para 120 (o) of the Accounting Standard 15 (Revised) on Employee Benefits are not disclosed.

c) Rs. 0.07 millions out of the net benefit expenses, as above, has been allocated to a subsidiary during the current year.

15. The Company has entered into ‘Operation and Management’ agreement with entities which are into hospital operations,

in terms of which, the Company is responsible for developing and providing maintenance support and related services necessary to support, manage and maintain the hospital as may be required. The management fee in this case is generally based on gross billing of the hospital subject to certain conditions as per the underlying agreement. The gross billing of the hospital is considered based on the unaudited financial statements of the respective entity. The management does not anticipate any material changes in the amounts considered in financial statements.

16. Details of utilisation of proceeds raised through public issue

(Rs in millions)

S no. Expenditure Program Proposed expenditure out of

IPO proceeds

Amount expended till March

31, 2009

1 Construction and development of the planned hospital to be located at Shalimar Bagh, New Delhi by one of its subsidiaries

1,000.00 730.21

2 Refinancing of funds availed for the acquisition of Escorts Heart Institute and Research Centre Limited

3,523.12 3,523.12

3 Issue Expenses 444.50 327.89 Total 4,967.62 4,581.22

F-31

The Company has unutilised funds of Rs. 386.40 millions as on March 31, 2009 out of IPO proceeds. These funds have been invested as fixed deposit with a Scheduled Bank.

17. During the year, the Company has partly redeemed 100,000, Class ‘C’ Zero Percent Redeemable Preference Shares by

Re. 1 each (Face Value of Rs. 10 each) at a premium of Rs. 12.55 per share. In terms of section 78 of the Companies Act, 1956, the redemption premium of Rs. 1.26 millions has been adjusted against the liability for premium on redemption of Redeemable Preference Shares.

During the year, the Company has partly redeemed 11,500,000, Class ‘C’ Zero Percent Redeemable Preference Shares by Re. 1 each (Face Value of Rs. 10 each) at a premium of Rs. 11.50 per share. In terms of section 78 of the Companies Act, 1956, the redemption premium of Rs. 132.25 millions has been adjusted against the liability for premium on redemption of Redeemable Preference Shares.

18. During the year, the Company has issued 100, Zero Percent Unsecured Non- Convertible Debentures of Rs. 10,000,000

each which have been redeemed at an a premium of Rs. 0.30 millions per debenture. In terms of Section 78 of the Companies Act, 1956, the total redemption premium of Rs. 30.14 millions has been adjusted against the Securities Premium.

19. During the year, the Company has issued 150,000, Class ‘C’ Zero Percent Redeemable Preference Shares of Rs. 10 each

at a premium of Rs. 9,990 per share. These shares are to be redeemed at various dates between June 30, 2010 and June 30, 2014 at an aggregate premium of Rs. 2,530.50 millions. The Company has accrued the redemption premium and debited the same to Securities Premium Account as permitted by Section 78 of the Companies Act, 1956.

20. During the year, the Company has issued 1,450,000, Class ‘C’ Zero Percent Redeemable Preference Shares of Rs. 10

each at a premium of Rs. 90 per share. These shares are to be redeemed on October 18, 2010 at a premium of Rs. 117.69 per share. The Company has accrued the redemption premium and debited the same to Securities Premium Account as permitted by Section 78 of the Companies Act, 1956.

21. Particulars of Un-hedged Foreign Currency Exposure:

(Rs. in millions)

Particulars March 31, 2009 March 31, 2008 March 31, 2007 March 31, 2006

Import Creditors - 2.17 - 7.87

ECB Loan - Principal - Interest Accrued but not due

49.10 0.92

113.48

3.22

204.52

5.68

295.12

7.20 Professional Fees - - 34.21 -

As per our report of even date attached For S. R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No. 91813 Place: Gurgaon Date: September 10, 2009

F-32

FORTIS HOSPOTEL LIMITED ANNEXURE III- RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

(Rs. in millions)

Particulars As at March 31, 2009 As at March 31,

2008

As at March 31,

2007 As at March 31, 2006

Fixed Assets

Gross Block 3,284.56 3,284.54 833.32 523.34

Less: Accumulated Depreciation / Amortization

132.30 83.86 35.32 -

Net Block 3,152.26 3,200.68 798.00 523.34

Capital Work in Progress including Capital Advances

1,795.80 573.02 65.32 242.71

Less : Revaluation Reserve* (2,309.75) (2,309.75) - -

Net After Adjustment for revaluation reserve 2,638.31 1,463.95 863.32 766.05

Investments 0.50 - - -

Current Assets, Loans and Advances

Sundry Debtors 67.99 63.43 34.84 -

Cash and Bank Balances 9.80 15.22 1.04 3.47

Other Current Assets 14.70 5.17 - -

Loans and Advances 89.55 107.41 44.22 131.87

Total 2,820.85 1,655.18 943.42 901.39

Liabilities and Provisions

Secured Loans 370.62 - - -

Unsecured Loans 1,337.47 874.62 499.14 387.80

Deferred Payment Liabilities - 24.97 - -

Current Liabilities 90.84 112.28 53.14 50.05

Provisions 4.50 0.94 0.94 4.12

Total 1,803.43 1,012.81 553.22 441.97

Net Worth 1,017.42 642.37 390.20 459.42

Represented by

Equity Share Capital 1,180.21 761.30 450.00 450.00

F-33

FORTIS HOSPOTEL LIMITED

ANNEXURE III- RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

(Rs. in millions)

Particulars As at March 31, 2009 As at March 31, 2008 As at March

31, 2007 As at March 31, 2006

Reserves and Surplus - - - 9.42

(Net of Revaluation Reserves)*

Less:

Debit Balance of Profit and Loss account 162.79 118.93 59.80 -

Net Worth 1,017.42 642.37 390.20 459.42

*Networth does not include revaluation reserve arising out of revaluation of fixed assets in earlier years. Accordingly, for the purpose of complying with requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, revaluation reserve has been adjusted to the net block of fixed assets. The above statement should be read with the Notes to the Restated Unconsolidated Summary Statement of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Hospotel Limited, appearing in Annexure IV. As per our report of even date For S.R.Batliboi & Co. Chartered Accountants Per Pankaj Chadha Partner Membership No. 91813 Place: Gurgaon Date: September 10, 2009

F-34

FORTIS HOSPOTEL LIMITED

ANNEXURE III - RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES

(Rs. in millions)

Particulars Year ended March 31,

2009

Year ended March 31,

2008

Year ended March 31,

2007

For the period from

March 20, 2006 to

March 31, 2006

Income

Operating Income 13.50 57.76 32.88 -

Other Income 17.56 22.72 5.39 0.32

Total Income 31.06 80.48 38.27 0.32

Expenditure

Personnel Expenses 9.74 29.28 19.18 0.14

General and Administration Expenses 4.94 9.45 10.03 1.84

Selling Expenses 0.50 0.18 0.24 0.04

Interest Expenses (including finance charges) 11.00 52.05 44.07 -

Depreciation & Amortization of Intangibles 48.45 48.53 35.32 -

Total Expenditure 74.63 139.49 108.84 2.02

Losses before Tax (43.57) (59.01) (70.57) (1.70)

Current Income Tax - - 0.94 -

Fringe Benefit Tax 0.29 0.12 0.20 -

Net Losses before Prior Period Items (43.86) (59.13) (71.71) (1.70)

Prior Period Items - (3.30) - -

Net Losses (43.86) (55.83) (71.71) (1.70)

Adjustments (Refer Note 4 in Annexure IV) - (3.30) 2.49 -

Net Losses as restated (43.86) (59.13) (69.22) (1.70)

Balance in Profit and Loss account brought forward from previous year (Refer Note 5 in Annexure IV)

(118.93) (59.80) 9.42 11.12

Balance Carried Forward as restated (162.79) (118.93) (59.80) 9.42

The above statement should be read with the Notes to the Restated Unconsolidated Summary Statement of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Hospotel Limited, appearing in Annexure IV.

As per our report of even date For S.R.Batliboi & Co. Chartered Accountants

Per Pankaj Chadha Partner Membership No. 91813 Place: Gurgaon Date: September 10, 2009

F-35

FORTIS HOSPOTEL LIMITED

ANNEXURE III - RESTATED UNSCONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in millions)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

For the period

From March 21,

2006 to March

31, 2006

A. Cash flows from Operating Activities

Net losses before tax (43.57) (62.31) (68.08) (1.70)

Adjustments for:

Depreciation and amortisation 48.45 48.53 35.32 -

Profit on sale of fixed assets (net) - (15.50) - -

Profit on sale of investments - (0.14) - -

Interest income (15.09) (6.96) (3.59) -

Interest expense 10.96 52.04 41.53 -

Operating profits/(losses) before working capital changes 0.75 15.66 5.18 (1.70)

Movements in working capital :

(Increase) / Decrease in sundry debtors (4.56) (28.59) (34.84) 44.82

(Increase) / Decrease in loans and advances (0.52) 3.22 10.48 20.81

Increase / (Decrease) in current liabilities and provisions (28.86) 59.33 13.05 12.97

Cash generated from/ (used in) operations (33.19) 49.62 (6.13) 76.90

Direct taxes (paid)/ refunded (including Fringe Benefit Tax) 2.71 (1.80) (2.08) -

Net cash generated from / (used in) operating activities (A) (30.48) 47.82 (8.21) 76.90

B. Cash flows from Investing Activities

Purchase of fixed assets (1,191.26) (728.68) (132.59) (39.88)

Proceeds from sale of fixed assets - 95.00 - -

Fixed deposits made with banks* (1.13) - - -

Loans to subsidiaries / fellow subsidiaries (net) (3.88) - - -

Deposits with bodies corporate and other companies (net) 22.50 (64.73) 77.16 -

Purchase of investments in subsidiaries (0.50) - - -

Purchase of investments - (10.00) - -

Proceeds from sale of investments - 10.14 - 0.05

Interest received 1.67 1.79 3.60 -

F-36

FORTIS HOSPOTEL LIMITED

ANNEXURE III - RESTATED UNSCONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in millions)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

For the period

From March 21,

2006 to March

31, 2006

Net cash used in investing activities (B) (1,172.60) (696.48) (51.83) (39.83)

C. Cash flows from Financing Activities

Proceeds from issuance of equity share capital 418.91 311.30 - 129.50

Proceeds from long-term borrowings 370.00 - - -

Repayment of long-term borrowings - - - (167.30)

Proceeds / (repayments) of short-term borrowings (net) 465.06 373.27 111.34 -

Decrease in deferred payment liabilities (24.97) 24.97 - -

Interest paid (32.47) (46.70) (53.73) -

Net cash generated from /(used in) financing activities (C) 1,196.53 662.84 57.61 (37.80)

Net changes in cash and cash equivalents (A + B + C) (6.55) 14.18 (2.43) (0.73)

Cash and cash equivalents at the beginning of the period/ year 15.22 1.04 3.47 4.20

Cash and cash equivalents at the end of the period/ year 8.67 15.22 1.04 3.47

Components of cash and cash equivalents:

Cash in hand 0.03 0.04 - -

Balances with scheduled banks on current accounts 8.64 0.18 1.04 3.47

Balances with scheduled banks on deposit accounts - 15.00 - -

Total 8.67 15.22 1.04 3.47

* Deposits of Rs. 1.03 millions are under lien against letter of credit. The above statement should be read with the Notes to the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Hospotel Limited, appearing in Annexure IV. As per our report of even date For S.R.Batliboi & Co. Chartered Accountants Per Pankaj Chadha Partner Membership No. 91813 Place: Gurgaon Date: September 10, 2009

F-37

ANNEXURE IV – NOTES TO RESTATED UNCONSOLIDATED SUMMARY STATEMENTS OF ASSETS AND LIABILITIES, PROFITS AND LOSSES AND CASH FLOWS OF FORTIS HOSPOTEL

LIMITED

1. Nature of Operations

Fortis Hospotel Limited (‘FHTL’ or the ‘Company’) was incorporated in 1990 and is primarily involved in setting up and running of hospitals. The Company is a 100% subsidiary of Fortis Healthcare Limited.

The Restated Unconsolidated Summary Statements have been prepared specifically in connection with the proposed issue of equity shares of the Fortis Healthcare Limited (holding company) on Rights basis, for inclusion in its offer document and relates to FHTL.

2. Statement of Significant Accounting Policies

(a) Basis of preparation

The Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows have been prepared by applying the necessary adjustments to the financial statements of FHTL. These financial statements have been prepared under the historical cost convention on an accrual basis in accordance with the Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

The Restated Unconsolidated Summary Statements comply in all material respects with the requirements of:

1. paragraph B (1) of Part II of Schedule II to the Companies Act, 1956. 2. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009.

(b) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

(c) Fixed Assets

Fixed assets are stated at cost (or revalued amounts, as the case may be), less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

F-38

(d) Depreciation

i) Depreciation on fixed assets is provided using the Straight Line Method as per the useful lives of the assets as estimated by the management or at the rates prescribed under Schedule XIV of the Companies Act, 1956, whichever is higher.

ii) No depreciation has been charged on the leasehold land, since it has been taken on a perpetual lease.

iii) Individual assets costing less than Rs 5,000 are depreciated fully in the year of purchase.

(e) Expenditure on new projects

Expenditure directly related to construction activity is capitalised. Indirect expenditure incurred during construction period is capitalised to the extent to which the expenditure is related to construction or is incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction period, which is not related to the construction activity nor is incidental thereto, is charged to the Profit and Loss account. All direct capital expenditure on expansion is capitalised. As regards indirect expenditure on expansion, only that portion is capitalised which represents the marginal increase in such expenditure involved as a result of capital expansion. Both direct and indirect expenditure are capitalised only if they increase the value of the asset beyond its originally assessed standard of performance.

(f) Intangible Assets

Intangible assets comprising of License fee is amortised over a period of 10 years, being the management estimate of the useful life of the asset.

(g) Impairment

i) The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of

impairment based on internal / external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

ii) After impairment, depreciation is provided on the revised carrying amount of the asset over its

remaining useful life.

(h) Investments

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of such long term investments.

(i) Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Operating Income

F-39

Management fee from a hospital is recognized as per the terms of the agreement with the said hospital.

Interest

Revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

(j) Foreign Currency Transactions

i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii) Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

iii) Exchange Differences

Upto March 31, 2007, the exchange differences on foreign currency transactions relating to fixed assets acquired from countries outside India were adjusted to the carrying amount of fixed assets. From April 1, 2007, as per the requirements of the Companies (Accounting Standard) Rules, 2006 (as amended) read in consonance with notified Accounting Standard 11, such exchange differences have been recognised as income or expenses. However, this change has no material impact on the profit or loss of any earlier year and accordingly, no adjustment is required for this accounting policy change in these restated unconsolidated summary statements.

(k) Employee Benefits

i) Contributions to Provident fund

The Company makes contributions to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952. Provident Fund is a defined contribution scheme and the contributions are charged to the Profit and Loss account of the period/ year when the contributions to the respective funds are due. There are no other obligations other than the contribution payable to the fund.

ii) Gratuity

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation made at the end of the period/ year using projected unit credit method.

iii) Leave encashment

Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for on the basis of actuarial valuation done at the end of the period/ year using projected unit credit method.

iv) Actuarial gains/losses

F-40

Actuarial gains/losses are recognised in the Profit and Loss account as they occur.

(l) Income Taxes

Tax expense comprises of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred income tax reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each balance sheet date, the Company re-assesses and recognises unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Minimum Alternate Tax (‘MAT’) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Profit and Loss account and shown as MAT Credit Entitlement.

(m) Provisions

A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(n) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period/ year attributable to the equity shareholders (after deducting preference dividends and attributable taxes, if any) by the weighted average number of equity shares outstanding during the period/ year. For the purpose of calculating diluted earnings per share, net profit or loss for the period/year attributable to equity shareholders and the weighted average number of shares outstanding during the period/ year are adjusted for the effects of all dilutive potential equity shares.

(o) Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand and short-term

F-41

investments with an original maturity of three months or less.

3. Material Regroupings

Appropriate adjustments have been made in the Restated Unconsolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the audited financials of the Company for the year ended March 31, 2009 and the requirements of the Guidelines issued by the Securities and Exchange Board of India (Disclosure and Investor Protection Guidelines 2000) as amended from time to time.

4. Material Adjustments

(a) Summary of the results of restatements made in the audited financial statements of the Company for the respective period/years and their impact on the profits / losses of the Company is as under: (Rs. in millions)

Y/e March 31,

2009

Y/e March 31,

2008

Y/e March 31,

2007

For the period from

March 21, 2006 to

March 31, 2006

Adjustments for Prior Period Items (refer note b)

- Reversal of Interest Expenses - (3.30) 3.30 -

Excess Provisions/Unclaimed Balances written back (refer note c)

- - (1.75) -

Provision for Income Tax for earlier years (refer note d)

- - 0.94 -

Total - (3.30) 2.49 -

(b)

Prior Period Items

In the audited financial statement for the year ended March 31, 2008 certain items of incomes were identified as prior period items. For the purpose of this statement, such prior period items have been appropriately adjusted to the respective years to which they relate.

(c) Excess Provisions/Unclaimed Balances written back

In the audited financial statements for the year ended March 31, 2007, certain liabilities created in the period prior to March 21, 2006 were written back. For the purpose of this statement, such liabilities have been adjusted to the opening reserves and surplus as on March 21, 2006.

F-42

(d) Provision for Income Tax for earlier years

In the audited financial statements for the year ended March 31, 2007 Provision for Income Tax for period prior to March 21, 2006 was made. For the purpose of this statement, same amount has been appropriately adjusted in the opening reserves and surplus as on March 21, 2006.

5. Reconciliation of Profit and Loss account as at March 21, 2006

Amount Particulars

(Rs. in millions)

Profit & Loss Account Balance as at March 21, 2006, as per audited financial statement 10.31 (Increase)/ decrease in accumulated losses as at March 20, 2006 as a result of following adjustments:

Excess provisions / Unclaimed balances written back 1.75 Provision for Income Tax for earlier years (0.94) Profit & Loss Account Balance as at March 21, 2006, as restated 11.12

6. Segment Reporting

As the Company's business activity primarily falls within a single business and geographical segment, there are no additional disclosures to be provided in terms of Accounting Standard 17 on 'Segment Reporting' prescribed under Companies (Accounting Standards) Rules 2006 (as amended).

7. Capital Commitment: (Rs. in millions)

As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

Estimated amount of Contracts remaining to be executed on capital account and not provided for (net of Capital Advances).

1,373.84 1,420.12 33.80 46.75

8. Related Party Disclosures

I. Names of Related parties (as certified by the management)

Relationship Entity/ Person

a. Ultimate Holding Company Fortis Healthcare Holdings Limited (with effect from March 21, 2006)

b. Holding Company Fortis Healthcare Limited (with effect from March 21, 2006)

c. Subsidiary Company a) Fortis Health Management Limited (with effect from April 07, 2008)

d. Fellow Subsidiaries a) International Hospital Limited (with effect from March 21, 2006) b) Escorts Heart Institute and Research Centre Limited (with effect

from March 21, 2006) c) Escorts Hospital and Research Centre Limited (with effect from

March 21, 2006) d) Escorts Heart and Super Speciality Institute Limited (with effect

from March 21, 2006) e) Escorts Heart and Super Speciality Hospital Limited (with effect

from March 21, 2006) f) Escorts Heart Centre Limited (with effect from March 21, 2006) g) Fortis Healthcare International Limited (with effect from November

25, 2008) h) Lalitha Healthcare Private Limited (with effect from January 30,

F-43

2009) i) Fortis Hospital Management Limited (with effect from April 9,

2008) j) Hiranandani Healthcare Private Limited (with effect from February

14, 2007) k) Fortis Health Staff Limited (with effect from March 21, 2006) l) Religare Wellness Limited (formerly Fortis Healthworld Limited)

(with effect from March 21, 2006) m) Medsource Healthcare Private Limited (with effect from March 21,

2006) n) Hospitallia Eastern Private Limited (with effect from February 23,

2009) o) SAK Consumer Retail Services Limited p) Lifetime Healthcare Private Limited q) Pills and Powder Private Limited

e. Individuals having control over voting power Mr. Malvinder Mohan Singh Mr. Shivinder Mohan Singh

f. Key Management Personnel Dr. C.M. Bhasin with effect from January 8, 2008

g. Entities over which significant influence is exercised by persons mentioned in (e) & (f) above.

a) RHC Holding Private Limited (erstwhile Ranbaxy Holding Company)

b) Malar Hospitals Limited c) Religare Finvest Limited d) Oscar Investments Limited e) Ran Air Services Limited f) Religare Travelss (India) Limited g) Fortis Nursing and Education Society

II.

The schedule of Related Party Transactions is as under:

(Rs. in millions)

Transaction details Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

For the period

from March 21,

2006 to March

31, 2006

Transactions during the year

Expenses allocated by related

parties

Fortis Healthcare Limited (Holding) 17.05 32.35 28.79 13.35 Interest Expense Fortis Healthcare Limited (Holding) 29.86 15.13 3.30 - RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

7.49 46.92 9.52 10.10

Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

20.80 - - -

Interest Income Fortis Healthcare Limited (Holding) - - 2.51 11.13 Fortis Health Management Limited (Subsidiary)

0.13 - - -

Fortis Hospital Management Limited (Fellow Subsidiary)

0.04 - - -

Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

0.03 - - -

Malar Hospitals Limited (Owned/significantly influenced by KMP/their relatives)

2.45 0.12 - -

Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

7.15 4.89 - -

Escorts Heart Institute and Research Centre Limited (Fellow Subsidiary)

0.38 - - -

F-44

Allotment of Shares Fortis Healthcare Limited (Holding) 418.91 311.30 - - Loan/Advances given Malar Hospitals Limited (Owned/significantly influenced by KMP/their relatives)

5.00 20.00 - -

Fortis Health Management Limited (Subsidiary)

3.00 - - -

Fortis Hospital Management Limited (Fellow Subsidiary)

0.50 - - -

Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

27.50 - - -

International Hospital Limited (Fellow Subsidiary)

- - - -

Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

- 58.00 - -

Escorts Heart Institute and Research Centre Limited (Fellow Subsidiary)

53.70 - - -

Loans/Advances received back Religare Finvest Limited (Owned/significantly influenced by KMP/their relatives)

27.50 - - -

Malar Hospitals Limited (Owned/significantly influenced by KMP/their relatives)

10.00 - - -

Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

17.50 - - -

Escorts Heart Institute and Research Centre Limited (Fellow Subsidiary)

53.70 - - -

Loans/Advances taken RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

- 292.00 398.70 -

Fortis Healthcare Limited (Holding) 1,144.20 722.82 - - Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

400.00 - - -

Loans/Advances paid back RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

78.50 576.70 2.00 -

Fortis Healthcare Limited (Holding) 1,033.50 305.12 43.23 - Travelling Expenses Religare Travels (India) Limited (Owned/significantly influenced by KMP/their relatives)

0.48 - - -

Ran Air Services Limited (Owned/significantly influenced by KMP/their relatives)

- 0.08 - -

Corporate Guarantee received for

loans availed

Fortis Healthcare Limited (Holding) 1,000.00 - - - Transfer of Freehold Land from- Fortis Healthcare Limited (Holding) - 185.83 - - Transfer of Preoperative Expenses

from-

Fortis Healthcare Limited (Holding) - 51.70 - - Transfer of Capital Work in

F-45

Progress from-

Fortis Healthcare Limited (Holding) - 14.40 - - Transfer of Deferred Payment

Liability from-

Fortis Healthcare Limited (Holding) - 49.93 - - Transfer of Current Assets (Project

Related) from-

Fortis Healthcare Limited (Holding) - 0.28 - - Transfer of Current Liabilities

(Project Related) from-

Fortis Healthcare Limited (Holding) - 15.30 - -

(Rs. in millions)

Balance Outstanding at the year end As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

Unsecured Loan

Fortis Healthcare Limited (Holding) 903.97 760.41 102.44 - RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

33.50 112.00 396.70 -

Oscar Investments Limited (Owned/significantly influenced by KMP/their relatives)

400.00 - - -

Interest Accrued and Due

(Unsecured Loans)

RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

- 2.21 - -

Interest Accrued but not Due

(Current Liabilities)

RHC Holding Private Limited (Owned/significantly influenced by KMP/their relatives)*

- 10.89 15.01 -

Other Current Assets Malar Hospitals Limited (Owned/significantly influenced by KMP/their relatives)

2.57 0.12 - -

Fortis Nursing and Education Society (Owned/significantly influenced by KMP/their relatives)

12.04 4.89 - -

Fortis Health Management Limited (Subsidiary)

0.13 - - -

Fortis Hospital Management Limited (Fellow Subsidiary)

0.04 - - -

Share Capital Outstanding Fortis Healthcare Limited (Holding) 1,180.21 761.30 450.00 450.00 Loans/Advances recoverable Fortis Healthcare Limited (Holding) - - - 90.44 Malar Hospitals Limited (Owned/significantly influenced by KMP/their relatives)

15.00 20.00 - -

Fortis Health Management Limited (Subsidiary)

3.00 - - -

Fortis Hospital Management Limited (Fellow Subsidiary)

0.50 - - -

Escorts Heart Institute and Research Centre Limited (Fellow Subsidiary)

0.38 - - -

Fortis Nursing and Education Society 40.50 58.00 - -

F-46

(Owned/significantly influenced by KMP/their relatives) Sundry Creditors Religare Travels (India) Limited (Owned/significantly influenced by KMP/their relatives)

0.01 - - -

Corporate Guarantee received for

loans availed

Fortis Healthcare Limited (Holding) 1,000.00 - - -

*Erstwhile Ranbaxy Holding Company

Note : Expenses incurred on behalf of / by related parties, and later reimbursed by / to them have not been considered above.

9.

The Company has entered into ‘Operation and Management’ agreement with a registered Trust which is into hospital operations, in terms of which, the Company is responsible for developing and providing all maintenance support and related services necessary to support, manage and maintain the hospital as may be required. The management fee in this case is based on percentage of profits of the Trust, with a minimum amount of Rs. 4.50 millions per quarter. The profits of the hospital are considered based on the unaudited financial statements of the trust. The management does not anticipate any material changes in the amounts considered in financial statements.

10. A.

Disclosure under Accounting standard – 15 on Employee Benefits’: Defined Contribution Plan

(Rs. in millions)

March 31, 2009 March 31, 2008

Contribution to Provident fund 1.48 -

B. Defined Benefit Plan

The following table summarises the components of net benefit expenses (Rs. in millions)

Particulars Gratuity (Unfunded)

March 2009 Net employee benefit expenses (as appearing in Expenditure during Construction Period) Current Service cost 2.30 Interest Cost on benefit obligation - Expected return on plan assets NA Actuarial loss/(gain) recognised during the year 0.28 Past Service Cost - Net benefit expense 2.58 Balance sheet Details of Provision for Gratuity as at March 31, 2009 Present value of defined benefit obligation 2.30 Fair value of plan assets NA Surplus/(deficit) of funds (2.30) Net asset/ (liability) (2.30) Changes in present value of the defined benefit obligation are as follows: Opening defined benefit obligation - Current Service cost 2.30 Interest Cost on benefit obligation - Benefits paid (0.28)

F-47

Actuarial loss/ (gain) recognised during the year 0.28 Closing defined benefit obligation 2.30 The Principal assumptions used in determining gratuity obligation for the Company's plan are shown below: Discount rate 7.80% Expected rate of return on plan assets NA Expected rate of salary increase 7.50% Mortality table referred LIC (1994-96) duly modified

Age

Up to 30 years 18% From 31 to 44 years 6%

Withdrawal Rate / Employee Turnover Rate

Above 44 years 2% Experience adjustment on plan liabilities -

Notes:

a) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

b) The Company’s expected contribution to the fund in the next year is not presently ascertainable and hence, the contributions expected to be paid to the plan during the annual period beginning after the balance sheet date as required by Para 120 (o) of the Accounting Standard 15 (Revised) on Employee Benefits are not disclosed.

c) The personnel costs appearing in the financial statements represent expenses charged by Fortis Healthcare Limited, the holding company on account of salary costs of certain employees who are working for the Company. The leave encashment and gratuity liability of these employees has been considered in the books of Fortis Healthcare Limited as per actuarial valuation done at the year end. Since it is not practicable to allocate such liability to the Company, the same has not been transferred and accordingly disclosures required by AS – 15 (R) on Employee Benefits have not been made.

11. Particulars of Unhedged Foreign Currency Exposure:

(Rs. in millions)

Particulars March 31, 2009 March 31, 2008

Letter of Credit Rs. 8.80 Rs. 13.75

As per our report of even date For S.R.Batliboi & Co. Chartered Accountants Per Pankaj Chadha Partner Membership No. 91813 Place: Gurgaon Date: September 10, 2009

F-48

FORTIS HEALTHCARE LIMITED ANNEXURE V- RESTATED CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Fixed Assets Gross Block 11,557.63 11,256.94 6,592.66 5,807.13 1,458.13 Less: Accumulated Depreciation / Amortization

3,349.49 2,923.72 2,547.86 2,192.67 254.48

Net Block 8,208.14 8,333.22 4,044.80 3,614.46 1,203.65 Capital Work in Progress including Capital Advances

1,836.33 1,198.27 1,032.05 918.68 18.19

Less : Revaluation Reserve* (3,754.85) (3,700.38) - - - Net after adjustment for revaluation

reserve

6,289.62 5,831.11 5,076.85 4,533.14 1,221.84

Investments 541.26 330.63 4.42 5.40 - Deferred Tax Assets - 8.47 14.54 27.53 - Goodwill (Refer Notes 3(b), 3(c) and 21 in

Annexure VI)

3,960.62 3,927.00 3,817.15 4,266.05 -

Current Assets, Loans and Advances Inventories 132.61 123.45 108.38 102.48 21.28 Sundry Debtors 1,335.08 900.28 832.27 629.28 60.12 Cash and Bank Balances 579.49 160.64 306.81 167.44 16.25 Other Current Assets 109.64 127.19 102.63 83.87 18.23 Loans and Advances 1,478.50 1,839.76 909.93 596.90 35.98 Total 14,426.82 13,248.53 11,172.98 10,412.09 1,373.70

Liabilities and Provisions Secured Loans 3,558.69 2,754.06 3,557.16 4,819.50 731.09 Unsecured Loans 1,231.33 1,000.52 2,364.78 1,165.12 - Deferred Payment Liabilities - 64.97 49.93 103.64 - Current Liabilities 1,934.87 1,118.61 970.27 701.17 194.72 Provisions 527.62 533.10 536.72 326.51 9.21 Deferred Tax Liability 12.25 - - - - Minority Interest 215.75 251.23 180.42 181.44 214.05 Total 7,480.51 5,722.49 7,659.28 7,297.38 1,149.07

Net Worth 6,946.31 7,526.04 3,513.70 3,114.71 224.63

Represented by

Equity Share Capital 2,266.67 2,266.67 1,806.70 1,700.00 846.54 Class 'A' 1% Non Cumulative Redeemable Preference Share Capital

- - 10.00 10.00 -

Class 'B' 5% Non Cumulative Redeemable Preference Share Capital

- - 260.00 - -

Class 'C' Zero percent Redeemable Preference Share Capital

120.40 116.00 - - -

Share Application Money (Pending Allotment)

- 1,500.00 - 2,600.05 0.20

Reserves and Surplus 7,043.78 6,326.48 3,744.76 15.60 15.60 (Net of Revaluation Reserves)* Less: Debit Balance of Profit and Loss account 2,479.53 2,675.82 2,306.90 1,209.67 636.03 Miscellaneous Expenditure (to the extent not written off or adjusted)

5.01 7.29 0.86 1.27 1.68

Net Worth 6,946.31 7,526.04 3,513.70 3,114.71 224.63

*Networth does not include revaluation reserve arising out of revaluation of fixed assets in earlier years. Accordingly, for the purpose of complying with requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, revaluation reserve has been adjusted to the net block of fixed assets.

F-49

The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure VI.

As per our report of even date

For S.R.Batliboi & Co.

Chartered Accountants

Per Pankaj Chadha

Partner

Membership No. 91813

Place: Gurgaon

Date: September 10, 2009

F-50

FORTIS HEALTHCARE LIMITED

ANNEXURE V - RESTATED CONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES

(Rs. in millions)

Particulars Year ended March

31, 2009

Year ended March

31, 2008

Year ended March

31, 2007

Year ended March

31, 2006

Year ended March

31, 2005

Income

Operating Income 6,305.45 5,070.95 5,203.66 2,955.59 748.09

Other Income 283.93 408.94 54.52 15.96 33.91

Total Income 6,589.38 5,479.89 5,258.18 2,971.55 782.00

Expenditure

Materials Consumed 1,895.38 1,614.78 1,772.03 1,036.60 271.95

Personnel Expenses 1,473.62 1,383.58 1,314.28 667.67 171.57

Operating Expenses 1,432.93 1,204.76 1,080.63 679.85 266.58

General and Administration Expenses 570.89 572.79 429.25 270.79 68.70

Selling Expenses 74.03 86.41 39.83 38.97 35.64

Interest Expenses (including finance charges)

436.61 554.77 660.04 363.37 47.13

Pre-Operative & Preliminary Expenditure Written Off

- - 1.04 0.53 0.05

Depreciation & Amortization of Intangibles

487.40 468.25 382.76 227.47 87.01

Amortization of Goodwill arising on Consolidation (Refer Note 3(b) in Annexure VI)

- - 455.28 222.32 -

Total Expenditure 6,370.86 5,885.34 6,135.14 3,507.57 948.63

Profits / (Losses) before Tax 218.52 (405.45) (876.96) (536.02) (166.63)

Current Income Tax 35.78 1.66 86.81 25.40 -

Less : MAT Credit Entitlement (Refer Note 23 in Annexure VI)

29.38 5.66 - - -

6.40 (4.00) 86.81 25.40 -

Fringe Benefit Tax 13.98 13.59 12.34 8.59 -

Deferred Tax Expense / (Credit) 20.72 6.07 (26.38) (43.40) 26.07

Reversal of Deferred Tax Assets created in earlier years

- 179.83 - - -

F-51

FORTIS HEALTHCARE LIMITED

ANNEXURE V - RESTATED CONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES

(Rs. in millions)

Particulars Year ended March

31, 2009

Year ended March

31, 2008

Year ended March

31, 2007

Year ended March

31, 2006

Year ended March

31, 2005

Net Profits / (Losses) before Prior Period & Extra-ordinary Items

177.42 (600.94) (949.73) (526.61) (192.70)

Add: Extra-ordinary Items (Refer Note 8 in Annexure VI)

64.01 - - - -

Less: Prior Period Items 0.80 (1.14) 19.56 1.53 7.13

Net Profits / (Losses) as per financials after eliminating inter company transactions

240.63 (599.80) (969.29) (528.14) (199.83)

Add: Adjustments (Refer Note 2 in AnnexureVI)

(19.62) 206.77 (88.73) (122.34) 31.67

Add: Share in profits / (losses) of associate companies

(5.03) (5.44) (0.98) 0.29 -

Net Profits / (Losses) as restated 215.98 (398.47) (1,059.00) (650.19) (168.16)

Less: Losses / (Profits) transferred to Minority Interest

(19.69) 29.55 (2.52) 76.55 83.56

Net Profits/ (Losses) as allocable to shareholders of Fortis Healthcare Limited

196.29 (368.92) (1,061.52) (573.64) (84.60)

Balance in Profit and Loss account brought forward from previous year (Refer Note 5 in Annexure VI)

(2,675.82) (2,306.90) (1,209.67) (636.03) (532.22)

Add: Adjustment on account of adoption of Revised AS-15 on Employee Benefits (Refer Note 3 (a) in Annexure VI)

- - (35.71) - -

Add: Loss Brought forward from Amalgamating Company (Refer Note 2 (p) in Annexure VI)

- - - - (19.21)

Balance Carried Forward as restated (2,479.53) (2,675.82) (2,306.90) (1,209.67) (636.03)

The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure VI. As per our report of even date For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date: September 10, 2009

F-52

FORTIS HEALTHCARE LIMITED

ANNEXURE V - RESTATED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in millions) Particulars Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

A. Cash flows from Operating Activities

Net profits/ (losses) before tax and prior period adjustment

174.18 (354.40) (913.67) (431.16) (77.47)

Add: Prior period adjustment on account of employee benefits (Refer Note 3 (a) in Annexure VI)

- - (20.38) - -

Net profits/ (losses) before tax 174.18 (354.40) (934.05) (431.16) (77.47)

Adjustments for:

Depreciation and amortisation 487.40 468.25 838.04 449.79 86.77

Loss / (profit) on sale of fixed assets (net) 11.71 (15.94) 0.93 1.06 1.88

Profit on sale of investments (46.56) (4.53) - - -

Provision for doubtful debts 6.67 19.81 43.21 48.13 3.39

Arrangement fees written off 2.28 1.08 0.41 0.41 0.36

Foreign exchange loss/ (gain) (net) 21.30 (15.41) (6.08) 10.02 (11.99)

Unclaimed balances and excess provisions written back

- (15.41) - - -

Wealth tax 0.19 0.16 0.11 0.05 0.09

Interest income (181.15) (290.30) (27.41) (7.08) (4.41)

Interest expense 419.30 519.31 636.37 342.70 46.22

Profits / (losses) transferred to Minority Interest 19.69 (29.55) 2.52 (76.55) (83.56)

Share in (profits)/ losses of associate companies 5.03 5.44 0.98 (0.30) -

Operating profits/(losses) before working capital changes

920.04 288.51 555.03 337.07 (38.72)

Movements in working capital :

Increase in sundry debtors (439.28) (85.14) (247.54) (104.07) (53.85)

Increase in inventories (9.71) (15.07) (5.91) (27.08) (8.81)

Decrease / (Increase) in loans and advances 10.22 9.22 (230.42) (65.80) 16.46

Decrease / (Increase) in other current assets (13.36) 22.22 (19.17) (21.22) (11.89)

Increase / (Decrease) in current liabilities and provisions

42.31 72.95 259.88 (111.96) (13.18)

Cash generated from/ (used in) operations 510.22 292.69 311.87 6.94 (109.99)

Direct taxes (paid)/ refunded (including fringe benefit tax)

(92.37) (72.60) (129.99) (65.83) (2.92)

Extra-ordinary item (Refer Note 8 in Annexure VI) 64.01 - - - -

Net cash generated from / (used in) operating activities (A)

481.86 220.09 181.88 (58.89) (112.91)

B. Cash flows from Investing Activities

Purchase of fixed assets (1,414.29) (1,420.72) (674.46) (675.47) (332.32)

Proceeds from sale of fixed assets 16.06 293.72 6.26 4.83 4.91

Fixed deposits made with banks* (6.00) (7,266.83) (148.88) (120.50) -

Fixed deposits matured with banks 13.62 7,405.68 120.00 - -

F-53

FORTIS HEALTHCARE LIMITED

ANNEXURE V - RESTATED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in millions) Particulars Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

Deposits with bodies corporate and other companies (net)

453.71 (877.02) 132.08 (105.80) -

Purchase of investments in subsidiaries and associates (249.66) (412.81) (10.00) (6,516.58) -

Purchase of investments (485.00) (755.79) - - -

Proceeds from sale of investments in subsidiaries 6.00 - - - -

Proceeds from sale of investments 485.54 760.32 - 0.05 -

Interest received 212.91 241.30 29.49 1.07 4.41

Net cash used in investing activities (B) (967.11) (2,032.15) (545.51) (7,412.40) (323.00)

C. Cash flows from Financing Activities

Proceeds from issuance of equity share capital (Refer Note a below)

- 459.96 1,495.86 863.46 247.50

Proceeds from issuance of preference share capital 14.50 116.00 - - -

Premium on issuance of equity share capital - 4,507.65 - - -

Premium on issuance of preference share capital 130.50 1,044.00 - - -

Share issue expenses - (327.89) - - -

Proceeds from receipt of share application money (net of refunds)

- 1,500.00 (0.05) 2,599.85 -

Redemption of non cumulative redeemable preference shares

(11.60) (270.00) - - -

Premium on redemption of non cumulative redeemable preference shares

(133.51) (2,340.00) - - -

Proceeds from issuance of non convertible debentures 1,000.00 6,000.00 - - -

Redemption of non convertible debentures (1,000.00) (6,000.00) - - -

Premium on redemption of non convertible debentures

(30.14) (158.30) - - -

Proceeds from long-term borrowings 631.68 1,720.71 426.55 157.77 540.95

Repayment of long-term borrowings (988.76) (2,325.89) (1,993.63) (332.53) (252.68)

Proceeds / (repayments) of short-term borrowings (net)

1,766.28 (1,544.34) 1,165.91 4,293.63 (49.41)

Decrease in deferred payment liabilities (24.97) (24.97) - - -

Loan arrangement fees paid - (7.50) - - (2.04)

Interest paid (432.20) (544.62) (635.70) (320.14) (46.22)

Net cash generated from financing activities (C) 921.78 1,804.81 458.94 7,262.04 438.10

Net changes in cash and cash equivalents (A + B + C) 436.53 (7.25) 95.31 (209.25) 2.19

Cash and cash equivalents at the beginning of the year

146.31 153.56 43.13 16.24 14.05

Add: Cash and cash equivalents in respect of subsidiaries acquired/ (disposed off) during the year

(10.07) - 15.12 236.14 -

Cash and cash equivalents at the end of the year 572.77 146.31 153.56 43.13 16.24

F-54

FORTIS HEALTHCARE LIMITED

ANNEXURE V - RESTATED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in millions) Particulars Year ended

March 31,

2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

Components of cash and cash equivalents:

Cash in hand 19.15 6.11 14.71 7.34

1.04

Cheques in hand 3.02 32.95 - -

0.50

Balances with scheduled banks on current accounts 93.35 82.50 138.85 35.79

14.70

Balances with scheduled banks on cash credit accounts

- 0.58 - - -

Balances with scheduled banks on deposit accounts**

457.25 24.17 - - -

Total 572.77 146.31 153.56 43.13 16.24

* includes deposit of Rs. 2.74 millions under lien against bank guarantees and Rs. 1.03 millions under lien against letters of credit. ** Includes deposits made out of IPO proceeds (Refer note 20 in Annexure VI). The above statement should be read with the Notes to the Restated Consolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows of Fortis Healthcare Limited, appearing in Annexure VI. Notes : a) Proceeds from issuance of equity share capital during the year ended March 31, 2006 excludes Rs.

5.20 million relating to share capital issued for consideration other than cash.

b) The amalgamation of Fortis Medical Centre Holdings Limited with the Company (Refer note no. 2 (p) in Annexure VI) is non cash transaction and hence, has no impact on the Company's cash flows for any of the years.

As per our report of even date For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date: September 10, 2009

F-55

ANNEXURE VI : NOTES TO THE RESTATED CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES PROFITS AND LOSSES AND CASH FLOWS OF FORTIS

HEALTHCARE LIMITED

A. Nature of Operations

Fortis Healthcare Limited (‘FHL’ or the ‘Company’) was incorporated in the year 1996 and commenced its hospital operations in year 2001 with the flagship of Multi-Specialty Hospital at Mohali and has thereafter set up / taken over the management of other hospitals in different parts of the country. As part of its business activities, the Company holds interests in its subsidiary and associate companies through which it manages and operates a chain of multi-specialty hospitals. The Company’s equity shares are listed on both Bombay Stock Exchange and National Stock Exchange.

The Restated Consolidated Summary Statements have been prepared specifically in connection with the proposed issue of equity shares of the Company on Rights basis, for inclusion in its offer document and relate to FHL, its subsidiaries and associates (the Company, together with its subsidiaries and associates, hereinafter collectively referred to as the ‘Fortis Group’ as defined under ‘Composition of the Group’ in note 4 below under ‘Other Significant Notes’).

B. Statement of Significant Accounting Policies

(a) Basis of preparation

The Restated Consolidated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows have been prepared by applying the necessary adjustments to the financial statements of FHL and its subsidiaries and associates for the period subsequent to the subsidiaries and associates becoming the subsidiary / associate of FHL. These financial statements of the Fortis Group have been prepared under the historical cost convention on an accrual basis and in accordance with the Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006 (as amended), except in case of certain fixed assets of few subsidiaries, for which revaluation is carried out (refer note 22 below).

The accounting policies have been consistently applied by the Fortis Group and are consistent with those used in the previous year.

The Restated Consolidated Summary Statements comply in all material respects with the requirements of: 1. paragraph B(1) of Part II of Schedule II to the Companies Act, 1956. 2. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009. These Restated Consolidated Summary Statements have been prepared in accordance with the requirements of AS 21 (Accounting for Consolidated Financial Statements) and AS 23 (Accounting for Investments in Associates in Consolidated Financial Statements), notified pursuant to the Companies (Accounting Standards) Rules, 2006 (as amended), on the following basis:

Subsidiary companies are consolidated on a line-by-line basis by adding together the book values of the like items of assets, liabilities, income and expenses, after eliminating all significant intra-group balances and intra-group transactions and also unrealised profits or losses. The results of operations of a subsidiary are included in the consolidated financial statements from the date on which the parent subsidiary relationship comes into existence.

i) The difference between the cost to the Company of its investment in the subsidiary and its

proportionate share in the equity of the subsidiary as at the date of acquisition of stake is recognized as goodwill or capital reserve, as the case may be. Goodwill is tested for impairment at the end of each accounting year. For impairment, the carrying value of goodwill is compared with the present value of discounted cash flows of the respective subsidiaries and loss, if any, is adjusted to the carrying value of the goodwill.

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ii) Minorities’ interest in net profits/losses of the subsidiaries for the period/year is identified and adjusted against the income in order to arrive at the net income attributable to the shareholders of the Company. Their share of net assets is identified and presented in the consolidated balance sheet separately. Where accumulated losses attributable to the minorities are in excess of their equity, in the absence of the contractual obligation on the minorities, the same are accounted for by FHL, being the Holding company.

iii) Investments in associates are accounted for using the equity method. The difference between the cost of investment in associate and the proportionate share in equity of the associate as at the date of acquisition of stake is identified as goodwill or the capital reserve, as the case may be and included in the carrying value of the investment in the associate. The carrying amount of the investment is adjusted thereafter for the post acquisition change in the share of net assets of the associate. However, the share of losses is accounted for only to the extent of the cost of investment. Subsequent profits of such associates are not accounted for unless the accumulated losses (not accounted for by FHL) are recouped.

iv) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company's separate financial statements. Differences in accounting policies are disclosed separately.

v) There are no differences in reporting dates within the Fortis Group.

(b) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

(c) Fixed Assets

Fixed assets are stated at cost (or revalued amounts, as the case may be) less accumulated depreciation and impairment loss, if any. Cost comprises the purchase price and any directly attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

(d) Depreciation

i) Except as stated in para (ii) , (iii), and (iv) below, depreciation on all fixed assets within the Fortis Group is provided for using the Straight Line Method at higher of the rates arrived at as per the useful lives of the assets as estimated by the management and those prescribed under Schedule XIV of the Companies Act, 1956.

ii) Depreciation on Leasehold Improvements is provided over the primary period of lease or over the useful lives of the respective fixed assets, whichever is shorter.

iii) Leasehold land is amortised over the period of lease except in respect of two subsidiaries where the same is available on perpetual lease basis (49% of net block of leasehold land of the Fortis Group aggregating to Rs. 1,491.20 millions as at March 31, 2009).

iv) In respect of certain subsidiaries, depreciation is being provided for on the written down value method as per the rates prescribed under Schedule XIV to the Companies Act, 1956 (45.39% of the total net block of fixed assets (excluding leasehold and freehold land) of the Fortis Group aggregating to Rs. 3,879.78 millions as at March 31, 2009).

v) Individual assets with cost not exceeding Rs. 5,000 are depreciated fully in the year of purchase.

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vi) In respect of the revalued assets, the difference between the depreciation calculated on the revalued amount and that calculated on the original cost is recouped from the revaluation reserve account.

(e) Expenditure on new projects and substantial expansion

Expenditure directly relating to construction activity is capitalised. Indirect expenditure incurred during construction period is capitalised to the extent to which the expenditure is related to construction or is incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction period, which is not related to the construction activity nor is incidental thereto, is charged to the Profit and Loss account. All direct capital expenditure on expansion are capitalised. As regards indirect expenditure on expansion, only that portion is capitalised which represents the marginal increase in such expenditure involved as a result of capital expansion. Both direct and indirect expenditure are capitalised only if they increase the value of the asset beyond its originally assessed standard of performance.

(f) Intangibles

Technical Know-how Fees

Technical know-how fees is amortized over a period of 3 – 5 years from the date of commencement of commercial operation by the respective entity.

Softwares

Cost of software is amortized over a period of 6 years, being the estimated useful life as per the management estimates, except in respect of two of the subsidiaries, where software is amortized over a period of five years (20.11 % of net block of software of the Fortis Group aggregating to Rs. 24.25 millions as at March 31, 2009).

License Fees

License fee capitalized as an intangible asset is amortised over a period of 10 years, being the management estimate of the useful life of the asset.

(g) Impairment

i) The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/ external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

ii) After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(h) Leases

Where a group entity is the lessee

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account on a straight-line basis over the lease term.

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Where a group entity is the lessor

Assets subject to operating leases are included in fixed assets. Lease income is recognized in the Profit and Loss account on a straight line basis over the lease term. Costs, including depreciation, are recognized as expense in the Profit and Loss account.

(i) Investments

Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline other than temporary in the value of such long term investments.

(j) Inventories

Inventories are valued as follows:

Medical Consumables, Pharmacy Items, Stores and Spares & Fuel

Lower of cost and net realizable value. Cost is determined on Weighted Average basis, except for two subsidiaries where it is determined on FIFO basis (9.68 % of total Medical Consumables, Pharmacy Items, Stores and Spares & Fuel inventories of Fortis Group aggregating Rs 132.61 millions as at March 31, 2009)

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs incurred to make the sale.

(k) Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Operating Income

Operating Income is recognised as and when the services are rendered / pharmacy items are sold. Management fee from hospitals and income from medical services is recognised as per the terms of the agreement with respective hospitals.

Rehabilitation Centre Income

Revenue is recognised as and when the services are rendered at the centre.

Rental Income and Equipment Lease Rentals

Revenue is recognised in accordance with the terms of lease agreements entered into with the respective lessees.

Interest

Revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

Income from Satellite Centre

Income from satellite centre is recognized on an accrual basis in accordance with the terms of respective

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agreements entered into in respect thereof.

Dividends

Dividend is recognised if the right to dividend is established by the balance sheet date.

(l) Miscellaneous Expenditure (not written off)

Costs incurred in raising funds (Arrangement Fees on Term Loans) is amortised over the period for which the funds are obtained.

(m) Foreign Currency Transactions

i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii) Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items that are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

iii) Exchange Differences

Upto March 31, 2007, the exchange differences on foreign currency transactions relating to fixed assets acquired from countries outside India were adjusted to the carrying amount of fixed assets. From April 1, 2007, as per the requirements of the Companies (Accounting Standard) Rules, 2006 (as amended) read in consonance with notified Accounting Standard 11, such exchange differences have been recognised as income or expenses. However, this change has no material impact on the profit or loss of any earlier year and accordingly, no adjustment is required for this accounting policy change in these restated consolidated summary statements.

iv) Translation of Integral Foreign Operations

The financial statements of an integral foreign operations are translated as if the transactions of the foreign operation have been those of the company itself. Exchange differences arising on such translation are recognised as income or expense in the year in which they arise.

(n) Employee Benefits

i) Contributions to Provident Fund

The entities comprised within the Fortis Group make contributions to statutory provident fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952. Provident Fund is a defined contribution scheme and the contributions are charged to the Profit and Loss account of the year when the contributions to the respective fund is due. There are no other obligations other than the contribution payable to the fund.

ii) Gratuity

Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation made at the end of the year using the projected unit credit method.

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A subsidiary of the Company has taken insurance policy under the Group Gratuity Scheme with the Life Insurance Corporation of India (LIC) to cover the gratuity liability of the employees and the amount paid/ payable in respect of present value of liability of past services is charged to the Profit and Loss account. The difference between the amount paid/payable to LIC and the actuarial valuation made at the end of each financial year is charged to the Profit and Loss account.

iii) Leave Encashment

Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation made at the end of the year using projected unit credit method.

iv) Actuarial Gains/Losses

Actuarial gains/losses are recognised in the Profit and Loss account as they occur.

(o)

Income Taxes

Tax expense comprises current, deferred and fringe benefit tax. Current income tax and fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred income tax reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each balance sheet date, the Company re-assesses and recognises unrecognised deferred tax assets. It recognises unrecognised deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Minimum Alternative Tax (‘MAT’) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India (‘ICAI’), the said asset is created by way of a credit to the profit and loss account and shown as MAT Credit Entitlement.

Deferred Tax Assets and Deferred Tax Liabilities across operations on which enterprise has no legal enforceable right are not set off against each other as the Company does not have a legal right to do so.

(p) Employee Stock Compensation Cost

Measurement and disclosure of the employee share-based payment plans is done in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

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and the Guidance Note on Accounting for Employee Share-based Payments, issued by ICAI. The Company measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is amortized over the vesting period of the option on a straight line basis.

(q) Earnings Per Share

Basic earnings per share is calculated by dividing the net consolidated profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes, if any) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net consolidated profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

(r) Provisions

A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(s) Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less.

C. NOTES TO ADJUSTMENTS AND REGROUPINGS IN RESTATED CONSOLIDATED SUMMARY STATEMENTS

1. Material Regroupings

Appropriate adjustments by way of reclassification of corresponding items of assets, liabilities, income and expenses have been made wherever required, in the restated summary statements of the subsidiaries, to bring them in line with the groupings as per the restated unconsolidated summary statements, prepared by Fortis Healthcare Limited.

2. Material Adjustments

(a) The results of restatements made in the audited financial statements of the entities within the Fortis Group and their impact on the profits / losses of the Fortis Group is briefly summarized as under:

(Rs. in millions)

Y/e March

31, 2009

Y/e March

31, 2008

Y/e March

31, 2007

Y/e March

31, 2006

Y/e March

31, 2005

Adjustments for Prior Period Items (refer note b) • Power & Fuel 1.65 (1.59) - - (0.03) • Rent 0.15 0.45 (0.60) - - • Materials Consumed - 0.62 3.08 0.46 (0.90) • Staff Welfare Expenses - 0.96 (0.90) (0.06) - • Recruitment & Training 0.06 (0.06) 0.04 (0.04) - • Housekeeping Expenses

including Consumables - - 0.01 (0.01) -

• Repairs & Maintenance - Others 0.97 (0.97) 0.06 (0.06) - • Insurance - - 0.04 (0.04) - • Marketing & Business Promotion 0.03 (0.03) 0.05 (0.05) -

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• Miscellaneous Expenses - - 0.12 (0.12) - • Reversal of Management Fees

from Hospitals - - 0.49 (0.49) -

• Reversal of Pathology Laboratory Expenses

- - (0.75) - 0.75

• Discount on Sales - - - 0.70 (0.13) • Salary, Wages and Bonus - - - - 0.79 • Professional Charges to Doctors - - - - 1.28 • Reversal of Advertisement and

Other Expenses - - (1.78) 1.78 -

• Consultation fees to Doctors - - (2.02) 2.02 - • Service Tax Recoverable (1.42) 1.42 - - - • Rent Income (1.48) 1.48 - - - • Legal & Professional Fee 0.58 (0.58) - - - • Reversal of Interest Expenses - (3.30) 3.30 - - Excess Provisions / Unclaimed Balances written back (refer note c)

(23.12) (8.08) 1.28 25.33 0.14

Provision for Doubtful Debts (refer note d)

53.61 25.95 (35.76) (39.73) (2.97)

Sundry Balances written off (refer note e)

6.34 0.85 (0.19) (6.02) (0.35)

Bad Debts written off (refer note f) 5.12 0.36 1.45 (5.71) (1.11) Unbilled Revenue from Undischarged Patients (refer note g)

- - - (3.94) 3.94

Provision for Consultancy Fee on Undischarged Patients (refer note h)

- - - 0.24 (0.24)

Depreciation for earlier years (refer note i)

- - - - 0.23

Pre-Operative Expenses/ Capital Work in Progress written off (refer note j)

1.90 9.45 (3.42) (7.93) 4.20

Miscellaneous Expenditure written off (refer note k)

- - 1.04 (1.04) -

Reversal of Deferred tax (refer note l) - 179.83 (55.53) (150.37) 26.07 Fringe Benefit Tax for earlier years (refer note m)

- 0.01 0.32 (0.33) -

Reversal of Excess Provision of Income Tax (Refer note n)

- - 0.94 (0.94) -

Extra-ordinary Item (refer note o) (64.01) - - 64.01 - Total (19.62) 206.77 (88.73) (122.34) 31.67

(b) Prior Period Items

In the audited financial statements for the years ended March 31, 2009, 2008, 2007, 2006 and 2005, certain items of income / expenses were identified as prior period items. For the purpose of this statement, such prior period items have been appropriately adjusted to the respective years to which they relate.

Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of the prior period income / expenses earned/incurred prior to March 31, 2004.

(c) Excess Provisions/Unclaimed Balances written back

In the audited financial statements for the years ended March 31, 2009, 2008, 2007, 2006 and 2005, certain liabilities created in the earlier years were written back. For the purpose of this statement, such liabilities have been appropriately adjusted to the respective years in which the same were originally created.

Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of the items pertaining to prior to March 31, 2004.

(d) Provision for Doubtful Debts and Advances

In the audited financial statements for the years ended March 31, 2009, 2008, 2007, 2006 and 2005, certain provisions were made for bad and doubtful debts, which pertained to earlier years. For the purpose of this statement, such provisions have been appropriately adjusted to the respective years in

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which these debtors were accounted for.

Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of the items pertaining to prior to March 31, 2004.

(e) Sundry Balances written off

In the audited financial statements for the years ended March 31, 2009, 2008, 2007 and 2006, certain amounts pertaining to the earlier years were written off. For the purpose of this statement, such amounts have been appropriately adjusted in the respective years to which they relate.

Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of the items pertaining to prior to March 31, 2004.

(f) Bad Debts written off

In the audited financial statements for the years ended March 31, 2009, 2008, 2007, 2006 and 2005, certain debts which pertained to the earlier years were written off. For the purpose of this statement, such amounts have been appropriately adjusted in the respective years to which they relate.

Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of the items pertaining to prior to March 31, 2004.

(g) Unbilled Revenue from Undischarged Patients

In respect of a subsidiary, Operating Income for the year ended March 31, 2006 included certain revenues relating to services provided by the entity to patients on or before March 31, 2005. For the purposes of this statement, the effect of these revenues has been considered in the period, in which these services were provided, with a corresponding reduction in the income for the year ended March 31, 2006.

(h) Provision for Consultancy Fee on Undischarged Patients

In respect of the subsidiary referred to in note (g) above, Operating Expenses for the year ended March 31, 2006 included certain expenses on account of consultancy fees paid to doctors pursuant to services provided to patients admitted on or before March 31, 2005. For the purposes of this statement, the effect of these expenses has been considered in the period, in which these services were obtained, with a corresponding reduction in the expenses for the year ended March 31, 2006.

(i) Depreciation for earlier years

During the year ended March 31, 2005, depreciation on certain assets was charged by the Company which pertained to earlier years. For the purpose of this statement, the said depreciation has been appropriately adjusted in the respective years to which it relates.

Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of the depreciation pertaining to prior to March 31, 2004.

(j) Pre-Operative Expenses / Capital Work in Progress written off

In the financial statements of the Company and few of its subsidiaries for the years ended March 31, 2009, 2008 and 2005, Pre-Operative Expenses/ Capital Work in Progress pertaining to earlier years has been written off. For the purpose of this statement, such expenses have been appropriately adjusted to the respective years in which these were incurred.

Further, the debit balance in Profit and Loss account as at April 1, 2004 has been adjusted to reflect the impact of such expenses pertaining to prior to March 31, 2004.

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(k) Miscellaneous Expenditure written off

In respect of a subsidiary, Preliminary Expenses incurred prior to the commencement of commercial operations was accumulated and carried forward at each year end for a write off in the year of commencement of commercial operations.

For the purpose of this statement, such expenses have been appropriately adjusted to the respective years in which these were incurred.

(l) Reversal of Deferred Tax

In respect of few subsidiaries of the Company, deferred tax asset pertaining to the earlier years was reversed in the year ended March 31, 2008. For the purpose of this statement, such amounts have been appropriately adjusted in the respective years to which they relate.

(m) Fringe Benefit Tax for earlier years

In respect of one of the subsidiaries of the Company, fringe benefit tax in the years ended March 31, 2008 and 2007 was paid which pertained to earlier years. The same has been appropriately adjusted in the respective years in which these were originally created.

(n) Reversal of Excess Provision for Income Tax

In respect of a subsidiary, the Excess Provision for Income Tax created in earlier years was reversed in the year ended March 31, 2007. The same has been appropriately adjusted in the respective years in which these were originally created.

(o) Extra-ordinary Item

Extra-ordinary item during the year ended March 31, 2009 amounting to Rs. 64.01 millions represents the compensation received by one of the subsidiary from one of the erstwhile promoters against the claim for losses incurred by it.

For the purpose of this statement, this amount has been appropriately adjusted in the respective years in which such losses were incurred.

(p) Scheme of amalgamation/merger of Fortis Medical Centre Holdings Limited with Fortis Healthcare Limited

The scheme of amalgamation/merger (‘the scheme’) under sections 391 and 394 of the Companies Act, 1956, between the Company and Fortis Medical Centre Holdings Limited (‘FMCHL’), with effect from the appointed date i.e. April 1, 2004, was approved by the Hon’ble High Court at New Delhi vide its order dated October 7, 2005. The Company filed the Order of the Hon’ble High Court with the Registrar of Companies, NCT of Delhi and Haryana on December 23, 2005.

FMCHL was engaged in the business of managing and operating hospitals and as per the scheme of amalgamation, the Company shall continue to carry on the business of managing and operating chain of multi specialty hospitals. In terms of Accounting Standard 14 – Accounting for Amalgamations issued by ICAI, the Scheme of Amalgamation was accounted for under the ‘Pooling of Interest Method’, wherein all the assets and liabilities of FMCHL became, after amalgamation, the assets and liabilities of the Company. Pursuant to the Scheme, the business of FMCHL was transferred to the Company on a going concern basis. Accordingly, all the assets, liabilities, rights, licenses, benefits, obligations etc. of the business of FMCHL, as on April 1, 2004, stand transferred to and vested in the Company. As per the Scheme, the Company had allotted to the members of FMCHL 1 (one) equity share of the

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face value of Rs. 10/- (ten) each of the Company, credited as fully paid up for every 4 (four) equity shares of Rs. 10/- each held by the members of FMCHL in FMCHL, excepting that the equity shares held by the Company in FMCHL stood cancelled. Accordingly, 520,000 equity shares of Rs. 10/- each fully paid-up aggregating to Rs.5.20 million were allotted by the Company to the members of FMCHL. In terms of the scheme, on transfer of various assets and liabilities of FMCHL to the Company as at the appointed date, following adjustments had been made in the books of account of the Company:

Amount (Rs. in millions)

Net Block of Fixed Assets 37.61 Net Current Assets (7.47) Less: Unsecured Loan 28.55 Total Net Assets Value 1.59 Add: Loss brought forward from the amalgamating company as on the date of amalgamation i.e. April 1, 2004

19.21

Total 20.80

Cancellation of Share Capital of FMCHL 20.80 Share Capital to be issued by the Company to the members of FMCHL 5.20 Adjustment arising on amalgamation credited to Amalgamation Reserve

15.60

The above accounting was given effect to in the audited financial statements for the year ended March 31, 2006 since the Court order approving the scheme was received only on October 7, 2005. However, since the appointed date for amalgamation was April 1, 2004, for the purposes of the Summary Statement of Assets and Liabilities, Profits and Losses and Cash Flows, as restated, the effect has been considered in the year ended March 31, 2005 and accordingly, assets, liabilities, income, expenses and cash flows for the year ended March 31, 2005 have been adjusted accordingly.

3. Non – Adjustment Items

(a) The actuarial valuation for employee benefits as at March 31, 2006, in accordance with Accounting Standard – 15 (Revised), has resulted in an additional charge of Rs. 35.71 millions for the Fortis Group (net of deferred tax asset of Rs. 16.10 millions thereon, which has been adjusted in respective years). Since the year wise breakup of such additional charge is not ascertainable, the effect of the same has not been adjusted to the years ended March 31, 2006 and 2005 and the entire charge has been accounted for as a debit to the opening debit balance of Profit and Loss account as at April 1, 2006. Further, the Fortis Group has changed the actuarial assumptions for valuation of employee benefits during the year ended March 31, 2007 which has resulted in a prior period charge amounting to Rs. 20.38 millions. Since the year wise breakup of such prior period charge of Rs. 20.38 millions is not ascertainable, the effect of the same has not been adjusted to the years ended March 31, 2006 and 2005 and the entire charge has been accounted for as a debit to the Profit and Loss account for the year ended March 31, 2007.

(b)

In respect of the Company, in the financial years ended March 31, 2006 and March 31, 2007, goodwill was being amortised over a period of 10 years. During the year ended March 31, 2008, the Company changed its accounting policy and started testing the goodwill for impairment. Before such change in accounting policy, the Company had amortised Rs. 222.32 millions and Rs. 455.28 millions in the years ended March 31, 2006 and March 31, 2007, respectively. For the purposes of this statement, no adjustment for reversal of this amortization of goodwill aggregating Rs. 677.60 millions is considered necessary as the stated loss is assumed as impairment loss for the said periods, which can not be re-estimated for the purposes of the restatement in these restated summary statements.

(c) The impact of restatement adjustments in case of subsidiaries / associates of the Company prior to the date of acquisition/investment in these subsidiaries/associates have been taken in the first year of acquisition/investment in these companies.

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D OTHER SIGNIFICANT NOTES

4. Composition of the Group

The list of Subsidiaries and Associates considered in the preparation of the consolidated summary statements of Fortis Healthcare Limited is as under-

Name of the Group Company Country of

Incorporation

Proportion of

ownership

interest as at

March 31,

2009

Proportion of

ownership

interest as at

March 31,

2008

Periods/ years considered in

preparation of restated

consolidated summary

statements

a) Subsidiaries

Fortis Hospotel Limited (Refer note (a) below)

India 100.00% 100.00% Period from March 21, 2006 to March 31, 2006, years ended March 31, 2007, 2008 and 2009.

Fortis Health Management Limited (Refer note (b) below)

India 100.00% - Period from April 7, 2008 to March 31, 2009.

International Hospital Limited (Refer note (c) below)

India 100.00% 100.00% Years ended March 31, 2005, 2006, 2007, 2008 and 2009.

Fortis Hospital Management Limited (Refer note (d) below)

India 100.00% - Period from April 9, 2008 to March 31, 2009.

Fortis Healthcare International Limited (Refer note (e) below)

Mauritius 100.00% - Period from November 25, 2008 to March 31, 2009.

Escorts Heart Institute and Research Centre Limited (Refer note (f) below)

India 90.00% 90.00% Period from September 29, 2005 to March 31, 2006, years ended March 31, 2007, 2008 and 2009.

Escorts Heart Centre Limited (Refer note (g) below)

India 90.00% 90.00% Period from September 29, 2005 to March 31, 2006, years ended March 31, 2007, 2008 and 2009.

Escorts Heart and Super Speciality Institute Limited (Refer note (h) below)

India 90.00% 91.74% Period from September 29, 2005 to March 31, 2006, years ended March 31, 2007, 2008 and 2009.

Escorts Hospital and Research Centre Limited (Refer note (i) below)

India 100.00% 90.00% Period from September 29, 2005 to March 31, 2006, years ended March 31, 2007, 2008 and 2009.

Escorts Heart and Super Speciality Hospital Limited (Refer note (j) below)

India 100.00% 90.00% Period from September 29, 2005 to March 31, 2006, years ended March 31, 2007, 2008 and 2009.

Lalitha Healthcare Private Limited (Refer note (k) below)

India 67.23% - As an Associate- Period from August 4, 2008 to January 29, 2009. As a Subsidiary- Period from January 30, 2009 to March 31, 2009.

b) Associates

Sunrise Medicare Private Limited (Refer note (l) below)

India 31.26% 31.26% Period from January 3, 2006 to March 31, 2006, years ended March 31, 2007, 2008 and 2009.

Malar Hospitals Limited (Refer note (m) below)

India 48.83% 48.83% Period from October 18, 2007 to March 31, 2008 and year ended March 31, 2009.

Hiranandani Healthcare Private Limited (Refer note (n) below)

India 39.99% 99.99% As a Subsidiary - Period from February 14, 2007 to March 31, 2007 and year ended March 31, 2008. As an Associate - Year ended March 31, 2009.

Medical and Surgical Centre Limited (Refer note (o) below)

Mauritius 28.89% - Period from January 28, 2009 to March 31, 2009.

F-67

a) Fortis Hospotel Limited (formerly Oscar Biotech Private Limited) (‘FHTL’) became a wholly owned subsidiary of the Company consequent to acquisition of 100% stake in the entity from a Promoter Group company on March 20, 2006.

b) Fortis Health Management Limited (‘FHML’) was incorporated on April 7, 2008 in which FHTL held 99.99% shareholding. The balance 0.01% stake was acquired by FHTL from other shareholders on January 2, 2009. Thus it became a wholly owned subsidiary of FHL through FHTL.

c) International Hospital Limited (‘IHL’) became a Board Controlled subsidiary of FHL effective December 20, 2002. In March 2006, FHL acquired a majority stake in IHL, resulting in IHL becoming a majority owned subsidiary of FHL.

d) Fortis Hospital Management Limited (‘FHoML’) was incorporated on April 9, 2008 in which IHL held 99.99% shareholding. The balance 0.01% stake was acquired by FHTL from other shareholders on January 2, 2009. Thus it became a wholly owned subsidiary of FHL through IHL.

e) Fortis Healthcare International Limited (‘FHIL’) was incorporated on November 25, 2008 as a 100% subsidiary of IHL. Thus it became a subsidiary of FHL through IHL.

f) Escorts Heart Institute and Research Centre Limited (’EHIRCL’) became a subsidiary of the Company consequent to acquisition of 90.00% stake in the entity effective September 29, 2005.

g) Escorts Heart Centre Limited (‘EHCL’ - a 99.96% subsidiary of EHIRCL) became a subsidiary of the Company consequent to acquisition of 90.00% stake in Escorts Heart Institute and Research Centre Limited on September 29, 2005.

h) Escorts Heart and Super Speciality Institute Limited (‘EHSSIL’ - a 82.61% subsidiary of EHIRCL) became a subsidiary of the Company consequent to acquisition of 90.00% stake in Escorts Heart Institute and Research Centre Limited on September 29, 2005. The balance 17.39% stake of EHSSIL was acquired by IHL on March 17, 2008.

During the current year, in April 2008, EHSSIL has made a preferential allotment of 14,000,000 shares to EHIRCL pursuant to which the stake of EHIRCL has increased from 82.61% to 90.80% and the stake of IHL has reduced from 17.39% to 9.19% in EHSSIL. On July 7, 2008, EHIRCL has acquired 9.19% stake in EHSSIL from IHL. On March 6, 2009, EHIRCL has acquired balance 0.01% stake in EHSSIL, thereby EHSSIL has become a 100% subsidiary of EHIRCL effective March 6, 2009.

i) Escorts Hospital and Research Centre Limited (‘EHRCL’ - a 100% subsidiary of EHIRCL) became a subsidiary of the Company consequent to acquisition of 90.00% stake in Escorts Heart Institute and Research Centre Limited on September 29, 2005.

During the current year, IHL has purchased 99.99% and 0.01% stake in EHRCL from EHIRCL on July 3, 2008 and August 25, 2008 respectively. Thus EHRCL has become a 100% subsidiary of the Company effective August 25, 2008.

j) Escorts Heart and Super Speciality Hospital Limited (‘EHSSHL’ - a 100% subsidiary of EHIRCL) became a subsidiary of the Company consequent to acquisition of 90.00% stake in Escorts Heart Institute and Research Centre Limited on September 29, 2005.

During the current year, IHL has purchased 99.99% and 0.01% stake in EHSSHL from EHIRCL on July 7, 2008 and August 25, 2008 respectively. Thus EHSSHL has become a 100% subsidiary of the Company effective August 25, 2008.

k) During the current year, International Hospital Limited (‘IHL’), a wholly owned subsidiary of the Company has acquired 31.60% stake in the Lalitha Healthcare Private Limited (‘LHPL’) on August 4, 2008. IHL has acquired additional stake of 24.62% and 11.01% in LHPL on January 30, 2009 and February 14, 2009 respectively. Thus, effective January 30, 2009, LHPL has become a subsidiary of the Company through IHL.

F-68

l) As a result of the Shareholders’ Agreement dated January 3, 2006 entered into with Sunrise Medicare Private Limited (‘SMPL’) and certain existing shareholders of that entity, FHL has acquired certain rights which confer on it the power to participate in the financial and operating policy decisions at SMPL. Also, during the previous year, FHL increased its investment in SMPL from 5% to 31.26%. Consequently, in the consolidated financial statements, the Company has applied the equity method of accounting for investment in SMPL effective January 3, 2006.

m) During the previous year, International Hospital Limited (‘IHL’), a wholly owned subsidiary of the Company made an open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 for acquiring equity shares of Malar Hospitals Limited (‘MHL’). Consequent to the above and in terms of the Agreement entered into by IHL with the erstwhile promoters of MHL, IHL has acquired 48.83% shareholding in MHL on various dates between October 18, 2007 and February 18, 2008.

n) Hiranandani Healthcare Private Limited (‘HHPL’) became a subsidiary of the Company effective February 14, 2007. During the current period, the Company has sold 600,000 equity shares of HHPL, thereby reducing the investment to 39.99%. Thus, effective April 1, 2008, HHPL has become an associate of the Company.

o) During the current year, FHIL has acquired 28.89% stake in Medical and Surgical Centre Limited, Mauritius (‘MSCL’) on January 28, 2009, pursuant to which MSCL has become an associate of FHIL with effect from January 28, 2009.

F-69

5. Reconciliation of Profit and Loss account as at April 1, 2004

Particulars (Rs. in millions)

Profit and Loss account balance as at April 1, 2004, as per audited financial statements of Fortis Healthcare Limited

(524.47)

(Increase)/ Decrease in accumulated losses as at April 1, 2004 as a result of following adjustments: Prior period items (5.93) Excess provisions / unclaimed balances written back 4.45 Provision for doubtful debts and advances (1.10) Bad debts written off (0.11) Sundry balances written off (0.63) Pre-Operative Expenses/ Capital Work in Progress written off (4.20) Depreciation for earlier years (0.23) Profit and Loss account balance as at April 1, 2004, as restated (532.22)

6. Segment Reporting

As the Group’s business activities primarily fall within a single business and geographical segment, there are no additional disclosures to be provided in terms of Accounting Standard 17 on 'Segment Reporting'.

7. Related Party Disclosures

(a) Names of Related Parties (as certified by the management)

Holding Company Fortis Healthcare Holdings Limited (with effect from March 31, 2006)

Fellow Subsidiaries a) Fortis Health Staff Limited

b) Religare Wellness Limited (formerly Fortis Healthworld Limited)

c) Medsource Healthcare Private Limited d) SAK Consumer Retail Services Limited e) Lifetime Healthcare Private Limited f) Pills and Powder Private Limited

g) Hospitallia Eastern Private Limited (with effect from February 23, 2009)

Associates a) Sunrise Medicare Private Limited (with effect from January 3, 2006)

b) Malar Hospitals Limited (with effect from October 18, 2007)

c) Hiranandani Healthcare Private Limited [with effect from April 1, 2008 (subsidiary for the period from February 14, 2007 to March 31, 2008)]

d) Lalitha Healthcare Private Limited (from August 4, 2008 to January 29, 2009 thereafter subsidiary of International Hospital Limited)

e) Medical and Surgical Centre Limited, Mauritius (with effect from January 28, 2009)

F-70

Key Management Personnel (‘KMP’) and their Relatives

a) Mr. Harpal Singh – Chairman of FHL (with effect from August 12, 1999 upto June 7, 2007), Managing Director of FHL (with effect from October 1, 2002 upto March 31, 2006) and Chairman of EHIRCL (with effect from September 29, 2005 upto May 29, 2007)

b) Mr. Malvinder Mohan Singh – Chairman of FHL (with effect from June 7, 2007) and Chairman of EHIRCL (with effect from May 29, 2007)

c) Mr. Shivinder Mohan Singh – Joint Managing Director of FHL (with effect from November 13, 2003 upto February 9, 2006) and Managing Director of FHL (with effect from February 10, 2006) and Managing Director of EHIRCL (with effect from September 29, 2005)

d) Dr. N.K. Pandey - Manager at EHRCL (with effect from December 30, 2005 upto April 30, 2008)

e) Mrs. Padamavati Pandey (Relative of Dr. N.K. Pandey)

f) Mr. Praveen Chawla - Manager at IHL (with effect from April 2, 2007 upto August 4, 2008)

g) Mr. Manoj Rai Mehta - Manager at IHL (with effect from August 4, 2008 upto February 1, 2009)

h) Dr. C M Bhasin - Manager at FHTL (with effect from January 8, 2008)

i) Dr. (Lt. Gen.) M.L. Chawla - Manager at EHSSIL (with effect from June 15, 2006 upto June 14, 2007)

j) Mr. Sunil Kapoor - Executive Director at EHSSIL (with effect from April 1, 2008 upto February 1, 2009)

k) Mr. Jasdeep Singh – Manager at EHSSIL (with effect from March 30, 2009)

l) Dr. Praneet Kumar - Manager at EHSSHL (with effect from December 1, 2007 upto February 1, 2009)

m) Mr. Jasbir Grewal – Manager at IHL (with effect from February 1, 2006 upto Novemebr 30, 2006)

n) Dr. (Lt.Gen.) Harcharan Singh – Director at EHIRCL (with effect from September 29, 2005 upto March 31, 2006)

o) Mr. Ashish Bhatia – Wholetime Director at EHIRCL (with effect from July 3, 2008)

p) Dr. Ashok Seth – Wholetime Director at EHIRCL (with effect from August 25, 2008)

q) Dr. Lakshminarayana Raju – Wholetime Director at LHPL (with effect from January 30, 2009)

r) Dr. Mohan Kehavamurthy – Wholetime Director at LHPL (with effect from January 30, 2009)

F-71

s) Mr. Venkatramana Raju (Relative of Dr. Lakshminarayana Raju)

t) Dr. Seetha Beladevi (Relative of Dr. Mohan Kehavamurthy)

Enterprises owned or significantly influenced by Key Management Personnel or their Relatives

a) Super Religare Laboratories Limited (formerly SRL Ranbaxy Laboratories Limited)

b) Ranbaxy Laboratories Limited (‘RLL’)

c) RHC Holding Private Limited (formerly Ranbaxy Holding Company)

d) Fortis Nursing and Education Society

e) Religare Securities Limited

f) Religare Commodities Limited

g) Religare Finvest Limited

h) Ran Air Services Limited

i) Religare Travels (India) Limited

j) Religare Technova IT Services Limited

k) Fortis Financial Services Limited

l) Oscar Investments Limited

m) Religare Enterprises Limited

n) Malav Holdings Limited

o) RMCRS Health Management Limited

p) Aarushi Lithotripsy Private Limited

q) Srinivasa Education Society

r) R. M. Educational Trust

s) R M Pharmacy

t) Balaji School of Nursing

u) Ranibennur College of Nursing

v) Indira Priyadarshani School of Nursing

w) RMCRS Shri Narasi Enterprises

F-72

(b)

The schedule of Related Party Transactions is given below:

(Rs. in Millions) Transaction details Year ended

March 31, 2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

Transactions during the year Expenses allocated to related parties Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

5.33 8.12 26.11 24.29 15.69

Sunrise Medicare Private Limited (Associate) - - 2.44 0.94 - Fortis Nursing and Education Society (owned/significantly influenced by KMP/their relatives)

- - - - 0.43

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

- - - - 0.10

Operating Income (In Patient Income, Out

Patient Income, Income from Medical

Services, Management Fees and Income from

Rent)

Sunrise Medicare Private Limited (Associate) 21.80 16.24 6.21 1.04 - Hiranandani Healthcare Private Limited**** 4.05 - - - - Lalitha Healthcare Private Limited***** 4.47 - - - - Malar Hospitals Limited (Associate) 1.37 - - - - Religare Wellness Limited (owned/significantly influenced by KMP/their relatives)***

0.01 0.10 - - -

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

12.34 17.13 16.35 16.37 14.89

Fortis Nursing and Education Society (owned/significantly influenced by KMP/their relatives)

2.69 - - - 0.66

Medical and Surgical Centre Limited (Associate)

3.43

Medsource Healthcare Private Limited (Fellow Subsidiary)

4.54 5.05 - - -

Interest Income Sunrise Medicare Private Limited (Associate) 2.56 1.11 3.48 0.60 - Hiranandani Healthcare Private Limited**** 51.75 - - - - Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

1.48 3.89 1.30 - -

Religare Finvest Limited (owned/significantly influenced by KMP/their relatives)

69.27 55.91 - - -

Fortis Nursing and Education Society (owned/significantly influenced by KMP/their relatives)

9.60 3.01 1.55 - -

Malar Hospitals Limited (Associate) 2.67 1.52 - - - Lalitha Healthcare Private Limited***** 0.15 - - - - Religare Securities Limited (owned/significantly influenced by KMP/their relatives)

- 43.76 - - -

Religare Commodities Limited (owned/significantly influenced by KMP/their relatives)

- 8.43 - - -

Interest Expense RHC Holding Private Limited (owned/significantly influenced by KMP/their

20.12 46.92 10.13 0.13 -

F-73

Transaction details Year ended

March 31, 2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

relatives)* Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

39.50 9.44 - - -

Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

- 3.47 - - -

Sale of Fixed Assets Malar Hospitals Limited (Associate) 4.43 - - - - Loans/ Advances Given Hiranandani Healthcare Private Limited**** 98.40 - - - - Religare Finvest Limited (owned/significantly influenced by KMP/their relatives)

1,332.10 1,850.50 - - -

Sunrise Medicare Private Limited (Associate) 2.50 1.41 6.38 19.99 - Malar Hospitals Limited (Associate) 10.00 120.00 - - - Lalitha Healthcare Private Limited***** 8.50 - - - - Religare Commodities Limited (owned/significantly influenced by KMP/their relatives)

- 132.50 - - -

Religare Securities Limited (owned/significantly influenced by KMP/their relatives)

- 700.00 - - -

Fortis Nursing and Education Society (owned/significantly influenced by KMP/their relatives)

- - 25.00 - -

RMCRS Health Management (owned/significantly influenced by KMP/their relatives)

0.04 - - - -

Loans/ Advances Received Back Hiranandani Healthcare Private Limited**** 250.00 - - - - Fortis Nursing and Education Society (owned/significantly influenced by KMP/their relatives)

42.50 - - - -

Malar Hospitals Limited (Associate) 15.00 - - - - Lalitha Healthcare Private Limited***** 8.50 - - - - Religare Finvest Limited (owned/significantly influenced by KMP/their relatives)

2,199.60 983.00 - - -

Religare Commodities Limited (owned/significantly influenced by KMP/their relatives)

- 132.50 - - -

Religare Securities Limited (owned/significantly influenced by KMP/their relatives)

- 700.00 - - -

Sunrise Medicare Private Limited (Associate) 2.50 28.91 - - - RMCRS Health Management (owned/significantly influenced by KMP/their relatives)

- - - - -

Loans/Advances Taken Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

1,010.00 140.00 - - -

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

100.00 292.00 398.70 - -

Loans/Advances Paid Back RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

78.50 576.88 2.00 - -

Oscar Investments Limited (owned/significantly influenced by KMP/their

110.00 30.00 - - -

F-74

Transaction details Year ended

March 31, 2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

relatives) Repairs and Maintenance Expenses Religare Technova IT Services Limited (owned/significantly influenced by KMP/their relatives)

1.76 - - - -

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

- - - - 0.36

Pathology Expenses Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

92.83 55.43 35.30 24.86 12.71

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

- - - - 0.01

Travelling Expenses Religare Travels (India) Limited (owned/significantly influenced by KMP/their relatives)

14.74 10.70 - - -

Ran Air Services Limited (owned/significantly influenced by KMP/their relatives)

0.36 0.65 - - -

Purchase of Fixed Assets Religare Technova IT Services Limited (owned/significantly influenced by KMP/their relatives)

10.25 - - - -

Fortis Financial Services Limited (owned/significantly influenced by KMP/their relatives)

- 0.35 - - -

Fortis Health Staff Limited (Fellow Subsidiary) 0.12 - - - - Purchases of Medical Consumables and

Pharmacy Items

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

21.15 11.67 19.33 16.29 10.98

Religare Wellness Limited (owned/significantly influenced by KMP/their relatives)***

28.28 72.42 - - -

Medsource Healthcare Private Limited (Fellow Subsidiary)

83.82 55.29 - - -

Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

- 0.36 - - -

R M Pharmacy (owned/significantly influenced by KMP/their relatives)

0.79 - - - -

Equipment Hire Charges Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

- 1.15 - - -

Rent Expenses Dr. N.K. Pandey (KMP) 0.40 0.68 1.28 - - Mrs.Padmavati Pandey (relative of KMP) - 0.68 - - - Managerial Remuneration Mr. Shivinder Mohan Singh (KMP) ^ 81.62 22.14 19.59 1.36 2.72 Mr. Sunil Kapoor (KMP) 1.76 - - - - Dr. N.K.Pandey (KMP) - 6.30 6.31 - - Mr. Manoj Rai Mehta (KMP) 1.19 - - - -

F-75

Transaction details Year ended

March 31, 2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

Dr. (Lt.Gen.) M.L.Chawla (KMP) - 0.32 1.24 - - Mr. Praveen Chawla (KMP) - 3.48 - - - Dr. Ashok Chordiya (KMP) 0.03 - - - - Mr. Ashish Bhatia (KMP) 4.70 - - - - Dr. Ashok Seth (KMP) 19.98 - - - - Mr. Jasdeep Singh (KMP) 0.01 - - - - Mr. Harpal Singh - - - 0.66 4.13 Mr. Jasbir Grewal - - 3.12 0.60 - Dr. (Lt.Gen.) Harcharan Singh (KMP) - - - 1.06 - Directors' Sitting Fees Mr. Malvinder Mohan Singh (KMP) 0.12 - - - - Legal and Professional Fees Religare Securities Limited (owned/significantly influenced by KMP/their relatives)

- - 12.57 - -

Religare Enterprises Limited (owned/significantly influenced by KMP/their relatives)

- 11.24 28.47 - -

Dr. Mohan Keshavmurthy (KMP) 0.09 - - - - Dr. Lakshmi Narayan Raju (KMP) 0.31 - - - - Dr. Seetha Beladevi (relative of KMP) 0.18 - - - - Dr. V R Raju (relative of KMP) 0.07 - - - - Aarushi Lithotripsy Private Limited (owned/significantly influenced by KMP/their relatives)

0.05 - - - -

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

- - - - 0.90

Redemption of Preference Share Capital RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

6.50 - - - -

Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

4.50 - - - -

Fortis Healthcare Holdings Limited (Holding Company)

0.60 260.00 - - -

Premium on Redemption of Preference

Shares

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

74.75 - - - -

Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

51.75 - - - -

Fortis Healthcare Holdings Limited (Holding Company)

7.01 2,340.00 - - -

Corporate Guarantees Issued Hiranandani Healthcare Private Limited**** 450.00 150.00 - - - Investment Made Malar Hospitals Limited (Associate) 0.11 29.27 - - - Lalitha Healthcare Private Limited***** - - - - - Hiranandani Healthcare Private Limited**** 80.00 - - - - Sunrise Medicare Private Limited (Associate) - 38.91 - - - Invesments Sold Fortis Healthcare Holdings Limited (Holding Company)

6.00 - - - -

F-76

Transaction details Year ended

March 31, 2009

Year ended

March 31,

2008

Year ended

March 31,

2007

Year ended

March 31,

2006

Year ended

March 31,

2005

Subscription of Share Capital Fortis Healthcare Holdings Limited (Holding Company)

- 6.00 260.00 3,451.80 -

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

- 65.00 - - -

Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

- 45.00 - - -

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

- - - - 15.68

Securities Premium Received Fortis Healthcare Holdings Limited (Holding Company)

- 54.00 2,340.00 - -

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

- 585.00 - - -

Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

- 405.00 - - -

Corporate Guarantee Received for Loans

Taken

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

- - - 70.92 4.08

Malav Holdings Limited (owned/significantly influenced by KMP/their relatives)

98.19 - - - -

Personal Guarantee Received for Loans

Taken

Mr. Shivinder Mohan Singh (KMP) 500.00 750.00 500.00 3,800.00 - License User Agreement fees RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

0.10 0.10 - 0.10 -

F-77

(Rs. in Millions) Balance outstanding at the year end As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Loans / Advances Recoverable

Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

- 11.31 29.76 7.46 1.48

Sunrise Medicare Private Limited (Associate) 3.93 1.53 30.42 20.88 -

Fortis Health Staff Limited (Fellow Subsidiary) 0.01 0.01 - - -

Religare Finvest Limited (owned/significantly influenced by KMP/their relatives)

- 867.50 - - -

Hiranandani Healthcare Private Limited**** 426.47 - - - -

Fortis Nursing and Education Society (owned/significantly influenced by KMP/their relatives)

40.50 25.00 25.00 - -

Malar Hospitals Limited (Associate) 16.44 20.00 - - -

Religare Wellness Limited (owned/significantly influenced by KMP/their relatives)***

0.72 0.07 - - -

Medsource Healthcare Private Limited (Fellow Subsidiary)

2.31 - - - -

Religare Technova IT Services Limited (Owned/significantly influenced by KMP/their relatives)

0.72 - - - -

Balaji School of Nursing (Owned/significantly influenced by KMP/their relatives)

2.31 - - - -

RMCRS Health Management (Owned/significantly influenced by KMP/their relatives)

0.04 - - - -

R M Educational Trust (Owned/significantly influenced by KMP/their relatives)

2.37 - - - -

Sreenivasa Educational Society (Owned/significantly influenced by KMP/their relatives)

0.20 - - - -

Ranibennur College of Nursing (Owned/significantly influenced by KMP/their relatives)

0.24 - - - -

Indira Priyadarshni School of Nursing (Owned/significantly influenced by KMP/their relatives)

0.41 - - - -

RMCRS Shri Narasi Enterprises (Owned/significantly influenced by KMP/their relatives)

1.01 - - - -

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

- - 0.71 0.68 4.44

Other Current Assets

Malar Hospitals Limited (Associate) 2.57 1.36 - - -

Fortis Nursing and Education Society (owned/significantly influenced by KMP/their relatives)

12.04 0.81 1.55 - -

Religare Finvest Limited (owned/significantly influenced by KMP/their relatives)

- 41.36 - - -

Sundry Debtors

Sunrise Medicare Private Limited (Associate) 21.92 4.97 7.57 1.04 -

Medical and Surgical Centre Limited (Associate) 0.73 - - - -

Religare Wellness Limited (owned/significantly influenced by KMP/their relatives)***

- 0.12 - - -

Religare Finvest Limited (owned/significantly influenced by KMP/their relatives)

1.65 - - - -

F-78

Balance outstanding at the year end As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Unsecured Loan

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

133.50 112.00 396.88 5.13 -

Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

1,010.00 110.00 - - -

Dr. Mohan Keshavmurthy (KMP) 4.20 - - - -

Dr. Lakshmi Narayan Raju (KMP) 9.53 - - - -

Dr. Seetha Beladevi (relative of KMP) 0.27 - - - -

Sundry Creditors

Ranbaxy Laboratories Limited (owned/significantly influenced by KMP/their relatives)

4.25 2.50 4.41 7.20 4.82

Religare Travels (India) Limited (owned/significantly influenced by KMP/their relatives)

0.82 0.57 - - -

Ran Air Services Limited (owned/significantly influenced by KMP/their relatives)

0.11 - - - -

Religare Securities Limited (owned/significantly influenced by KMP/their relatives)

0.00 - - - -

Oscar Investments Limited (owned/significantly influenced by KMP/their relatives)

- 0.16 - - -

Medsource Healthcare Private Limited (Fellow Subsidiary)

16.48 5.77 - - -

Religare Wellness Limited (owned/significantly influenced by KMP/their relatives)***

0.47 1.65 - - -

Super Religare Laboratories Limited (owned/significantly influenced by KMP/their relatives)**

16.14 3.85 20.79 14.44 5.71

Dr. N.K. Pandey (KMP) - 2.54 - - -

Dr. Mohan Keshavmurthy (KMP) 2.04 - - - -

Dr. Lakshmi Narayan Raju (KMP) 1.47 - - - -

Dr. Seetha Beladevi (relative of KMP) 0.31 - - - -

Dr. V R Raju (relative of KMP) 0.09 - - - -

Religare Enterprises Limited (owned/significantly influenced by KMP/their relatives)

- - 1.52 - -

Investment

Sunrise Medicare Private Limited (Associate) 44.00 44.00 5.09 5.09 -

Hiranandani Healthcare Private Limited**** 84.00 - - - -

Malar Hospitals Limited (Associate) 292.86 292.74 - - -

Interest Accrued and Due

RHC Holding Private Limited (owned/significantly influenced by KMP/their relatives)*

7.55 2.21 - - -

Corporate Guarantee received for Loans

Taken

RHC Holding Private Limited [(excluding 2,323,000 shares of Ranbaxy Laboratories Limited during the years 2009, 2008, 2007, 2006 and 2005) pledged for loans taken by the Company] (owned/significantly influenced by

75.00 75.00 75.00 75.00 4.08

F-79

Balance outstanding at the year end As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

KMP/their relatives)*

Malav Holdings Limited [excluding 445,000 shares of Religare Enterprises Limited pledged for loans taken by the Company] (owned/significantly influenced by KMP/their relatives)

98.19 - - - -

Corporate Guarantee given for Loans Availed

by Others

Hiranandani Healthcare Private Limited**** 600.00 150.00 - - -

Personal Guarantee received for Loans Taken

Mr. Shivinder Mohan Singh (KMP) 1,292.85 900.00 4,300.00 3,800.00 -

Dr. Lakshmi Narayan Raju (KMP), Dr. Seetha Beladevi (relative of KMP), Dr. Mohan Keshavmurthy (KMP)

111.40 - - - -

Dr. Lakshmi Narayan Raju (KMP), Dr. Mohan Keshavmurthy (KMP)

15.32 - - - -

F-80

* Erstwhile Ranbaxy Holding Company ** Formerly SRL Ranbaxy Limited *** Formerly Fortis Healthworld Limited **** Associate of FHL with effect from April 1, 2008 (subsidiary for the period from February 14, 2007 upto March 31, 2008) *****As an Associate for the period from August 4, 2008 to January 29, 2009, and Subsidiary with effect from January 30, 2009. ^ Amount for the year ended March 31, 2009 includes Rs. 62.32 millions provided at the year end which is subject to Central Government approval. Notes: Expenses incurred on behalf of / by related parties, and later reimbursed by / to them have not been considered above.

8 Extra-ordinary item during the year ended March 31, 2009 amounting to Rs. 64.01 millions represents the compensation received by a subsidiary from one of the erstwhile promoters against the claim for losses incurred by it.

9. (a) Assets taken on Operating Lease

(i) In respect of the Company, Hospital/ Office premises are obtained on operating lease. In all the cases, the agreements are further renewable at the option of the Company. There is no escalation clause in the respective lease agreements. For all cases, there are no restrictions imposed by lease arrangements and the rent is not determined based on any contingency. All these leases are cancellable in nature other than the one for Hospital premises at Mohali which is non-cancellable. The total lease payments in respect of such leases recognised in the Profit and Loss account are as under:

(Rs. in millions) Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Lease payments during the year

100.45 72.09 68.80 67.23 58.49

The total lease payments mentioned above are inclusive of the amounts allocated to companies as referred to in note 17 below.

The total future minimum lease payments under the non-cancellable operating leases are as under:

(Rs. in millions)

Particulars March 31, 2009

Minimum lease payments :

Not later than one year 192.00

Later than one year but not later than five years 768.00

Later than five years 912.00

There being no non cancellable operating leases during the years ended March 31, 2008, 2007, 2006 and 2005, no disclosures in respect of future minimum lease payments under the non-cancellable operating leases are given above.

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(ii) The Company has also taken few Medical Equipments on non-cancellable operating leases for a period of

7 years. There is no escalation clause in the lease agreements. There is no restriction imposed by lease arrangements and the rent is not determined based on any contingency. The total lease payments in respect of such leases recognised in the Profit and Loss account are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Lease payments during the year 4.55 3.68 2.52 2.20 1.84

The total of future minimum lease payments under the non-cancellable operating leases are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Minimum Lease Payments due- Not later than one year 6.19 4.55 3.68 2.52 2.20 Later than one year but not later than five years

3.30 9.49 13.99 17.54 16.80

Later than five years - - 0.04 0.17 3.11

(iii) In respect of few subsidiaries of the Company, certain premises/equipments have been taken on operating leases that are renewable on a periodic basis and are cancellable by either party by giving notice for the agreed period as specified in the respective lease agreements. There are no restrictions imposed by the respective lease arrangements and rent is not determined based on any contingency. Rent expense included in Profit and Loss account for the year towards such operating leases are as given under:-

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06

Lease payments during the year 17.63 20.78 17.27 8.81

Since the Company has acquired these subsidiaries during the year 2005-06, no disclosure is required for the year ended March 31, 2005.

(b) Assets given on Operating Lease

(i) The Company has sub-leased some portion of hospital premises. In all the cases, the agreements are further renewable at the option of the Company. There is no escalation clause in the respective lease agreements. There are no restrictions imposed by lease arrangements and the rent is not determined based on any contingency. All these leases are cancellable in nature. The total lease income received / receivable in respect of the above leases recognized in the statement of Profit and Loss account are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Sublease payments received for the year 3.27 2.55 2.66 2.22 0.28

(ii) The Company has leased out certain capital assets on operating lease to a Trust managing hospital operations and one of its associate. The lease term is for 3 years and thereafter renewable at the option of the lessor. There are no restrictions imposed by the lease arrangements and the rent is not determined based on any contingency. There is no escalation clause in the lease agreements. The lease arrangement is non-cancellable in nature. Details of such capital assets given on non-cancellable operating lease are disclosed as under:

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(Rs. in millions)

(iii)

As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 Particulars

Gross

Block

Accumulated

Depreciation

Net Block Gross

Block

Accumulated

Depreciation

Net

Block

Gross

Block

Accumulated

Depreciation

Net

Block

Software 0.35 0.18 0.17 0.16 0.15 0.01 0.02 - 0.02 Plant & Machinery 9.67 2.72 6.95 9.67 1.72 7.95 9.50 0.73 8.77 Medical Equipments 299.69 77.87 221.82 288.02 56.22 231.80 228.20 17.70 210.50Furniture & Fittings 17.71 7.03 10.68 17.71 6.22 11.49 17.27 5.18 12.09 Computers 11.99 5.37 6.62 11.99 3.58 8.41 9.30 1.72 7.58 Office Equipments 2.76 0.39 2.37 2.76 0.27 2.49 2.63 0.13 2.50 Vehicles 3.35 1.00 2.35 3.36 0.63 2.73 3.25 0.26 2.99 Total 345.52 94.56 250.96 333.67 68.79 264.88 270.17 25.72 244.45

The total of future minimum lease income received / receivable under the non-cancellable operating leases are as under:

(Rs. in millions) Particulars 2008-09 2007-08 2006-07

Lease payments received during the year 67.15 63.06 43.56 Minimum Lease Payments receivable- Not later than one year 17.38 65.26 60.75 Later than one year but not later than five years - 16.31 75.94

There being no such lease arrangement during the years ended March 31, 2006 and 2005, no disclosure is required for those respective years.

Few subsidiaries of the Company have given hospital premises on operating leases that are renewable at the option of the subsidiaries. There is no escalation clause in the respective lease arrangements. There are no restrictions imposed by lease arrangements and the rent is not determined based on any contingency. All these leases are cancellable in nature except one lease which is non cancellable and has been terminated during the year ended March 31, 2009 by both parties. The total lease income received / receivable in respect of the above leases recognized in the statement of Profit and Loss account are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06

Sublease payments received for the year 7.96 6.51 3.18 0.80

Future minimum lease payments under non-cancellable operating lease contracts are as under-

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06

Lease income for the year from non-cancellable operating lease

0.56 0.79 0.72 0.72

Minimum Lease Payments- Due Not later than one year - 0.59 0.72 0.72 Due later than one year but not later than five years - - 0.60 1.32

Since the Company has acquired these subsidiaries during the year 2005-06, no disclosure is required for the year ended March 31, 2005.

(iv) A subsidiary of the Company (EHIRCL) has leased out medical equipment on operating lease to another

hospital. The lease term is for 3 to 5 years and thereafter renewable at the option of the lessor. There are no restrictions imposed by the lease arrangements and the rent is not determined based on any contingency. There is no escalation clause in the lease agreements. The lease arrangement is cancellable in nature and is terminated on August 31, 2008. The total lease income in respect of such leases recognised in the profit and loss account for the year is Rs. 1.26 millions [Previous Year (2007-08) - Rs. 3.13 millions].

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The detail of such capital asset given on cancellable operating lease is disclosed as under:

(Rs. in millions)

There being no such lease arrangement during the years ended March 31, 2007, 2006 and 2005, no disclosure is required for those respective years.

Particulars As at March 31, 2009 As at March 31, 2008

Medical Equipment:

Gross Block - 20.92

Accumulated Depreciation - 14.46

Net Block - 6.46

(v)

A subsidiary of the Company (IHL) has leased out some portion of hospital premises for a period of 10 years from December 24, 2004. The agreement is further renewable at the option of the company. The rent has been increased by 7% after the end of 3rd year i.e. w.e.f. January 1, 2008 and is further to be increased by 20% after the end of 5th year i.e. w.e.f. January 1, 2010. There are no restrictions imposed by lease arrangements and the rent is not determined based on any contingency. The lease is cancellable in nature. The total lease income received / receivable in respect of the above leases recognized in the statement of profit and loss are as under:

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Sublease payments received for the year 17.81 16.89 16.35 16.35 4.39

10. Capital Commitments

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances)

1,451.21 1,523.22 218.55 304.38 11.31

11. Contingent Liabilities (not provided for) in respect of :

(Rs. in millions)

Particulars 2008-09 2007-08 2006-07 2005-06 2004-05

Claims against the Fortis Group not acknowledged as debts (in respect of compensation demanded by the patients/ their relatives for negligence). The cases are pending with various Consumer Disputes Redressal Commissions. Based on analysis of in-house legal team, the management believes that the Fortis Group has a good chance of success in these cases. Hence, no provision thereagainst is considered necessary.

284.48 458.92 431.34 404.99 19.93

Bank Guarantees executed by the Company in favour of lessor as security for hospital land and building taken on lease.

- 13.95 13.95 13.95 13.95

Bank Guarantee executed in favour of Bombay Stock Exchange by the Company towards listing of the shares of the Company with the exchange.

- 25.30 - - -

Demand raised on a subsidiary (IHL) by New Okhla Industrial Development Authority.

- - - - 8.32

In respect of a subsidiary (EHIRCL), income tax litigations for various years are pending, as further explained in detail in note 13 below. This excludes demands aggregating to Rs. 82.84 millions relating to A.Y. 2003-04 and 2004-05, which have been allowed by CIT (Appeals) and ITAT in favour of

1,029.93 1,029.13 1,612.96 1,641.98 -

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the company, but the Department has filed an appeal before Hon’ble High Court of Delhi against such order and Rs. 814.88 millions in respect of A.Y. 2001-02 which has been referred back to assessing officer for reassessment (refer note 13 below). In respect of a subsidiary (EHIRCL), Customs duty/ Penalty for mis declaration of imported goods, case for which is pending with Central Excise and Service Tax Appellate Tribunal (refer note 14 below).

77.03 77.03 - - -

Corporate guarantee given to IDBI Bank by FHL in respect of financial assistance availed by an associate of the Company.

450.00 - - - -

Corporate guarantee given to HDFC Bank by IHL in respect of financial assistance availed by an associate of the Company.

100.00 - - - -

Corporate guarantee to the Governor of Haryana for the registration of Escorts Limited under Haryana Value Added Tax Act, 2003.

- - - 35.00 -

Corporate guarantee given to ABN Amro Bank in respect of financial assistance availed by an Associate of the Company.

150.00 150.00 - - -

Others 1.73 1.84 2.17 3.80 0.03

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12(a) A Civil suit (‘Civil Suit’) had been filed for declaration and permanent injunction against a subsidiary of

the Company (EHIRCL) in the Hon’ble High Court of Delhi seeking amongst others: (a) declaration that the amalgamation of Escorts Heart Institute and Research Centre, Delhi, a society registered under Societies Registration Act, 1860 (EHIRC Delhi) with Escorts Heart Institute and Research Centre, Chandigarh (EHIRC Chandigarh), a society registered under Societies Registration Act, 1860 and subsequent incorporation of EHIRC Chandigarh Society (post amalgamation) into a company under Part IX of Companies Act, 1956 (i.e. EHIRCL) is void,

(b) seeking a restoration of charitable status of EHIRC Delhi Society.

The Hon’ble High Court of Delhi, vide its order dated September 30, 2005, had ordered the parties to maintain status quo and thereafter on July 03’2008 dismissed the suit for want of cause of action and procedural grounds. On a regular first appeal preferred by the appellant, the Division Bench of Hon’ble High Court of Delhi vide its order dated January 16, 2009, has allowed the appeal and restored the suit. The matter is being duly defended in the Court by the Company and other co-defendants.

(b) Delhi Development Authority (‘DDA’) vide its Order dated October 6, 2005 (‘DDA Order’) had terminated the lease deeds and allotment letters of a subsidiary of the Company (EHIRCL). The company had filed an Original Miscellaneous Petition and Civil Suit in the Hon’ble High Court of Delhi seeking a declaration that the DDA Order is illegal and praying for a permanent injunction restraining DDA from dispossessing the company without the due process of law. The Hon’ble High Court of Delhi had granted a stay restraining DDA from recovering physical possession of the property and had made the interim order granted in the OMP absolute till the award is passed. The company also filed an application for appointment of sole Arbitrator and reference of disputes to Arbitration in the Hon’ble High Court of Delhi. The Civil Suit and Arbitration application is still pending with the Hon’ble High Court of Delhi.

(c) The Estate Officer of the DDA issued a show cause notice dated November 9, 2005 and initiated eviction proceedings against one of the subsidiaries of the Company (EHIRCL). The company filed a Civil Writ Petition in the Hon’ble High Court of Delhi challenging the show cause notice issued by the Estate Officer, which was dismissed by the Hon’ble Single Judge. The company thereafter had filed Letters Patent Appeal (‘LPA’) against the above order before the Hon’ble High Court of Delhi. The Division bench of the Hon’ble High Court of Delhi vide its order dated September 3, 2007 had dismissed the LPA. The Estate Officer thereafter has issued a notice under section 4(1) of Public Premises Act dated October 8, 2007 to the company for resuming the proceedings under the said Act. The company had filed an appeal by way of SLP in the Hon’ble Supreme Court against the judgement in the LPA matter. The Hon’ble Supreme Court vide its order dated November 16, 2007 had ordered that proceedings before the Estate Officer may continue but no final order to be passed. The matter is yet to come up for further hearing.

(d) The Delhi High Court in March 2004, amongst other hospitals, made EHIRCL a party to Public Interest Litigation (‘PIL’) filed in July 2002 (Social Jurist matter), concerning the applicability of certain free bed conditions on certain plots of land allotted to EHIRC by DDA. Subsequent to the judgement by the Hon’ble High Court on March 22, 2007, a separate Special Leave petition (‘SLP’) and applications for condonation of delay had been filed by EHIRC on November 28, 2007 against the Social Jurist judgement. In the hearing on January 4, 2008, the Hon’ble Supreme Court had issued a notice and directed the stay. The proceedings are pending with the court of law.

13. Income Tax Matters (a) The Income Tax Authorities carried out a survey on August 21, 2003 (certain statutory records of a subsidiary of the Company (EHIRCL) were impounded, which are still in possession of the Authorities), regarding amalgamation of Escorts Heart Institute and Research Centre, Delhi (Delhi Society) with a Society at Chandigarh with a similar name (Chandigarh Society), and later on, registration of the amalgamated Society as a company.

Pursuant to the survey, the Income Tax Authorities have re-opened the assessments of Delhi and Chandigarh

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Societies. The Deputy Commissioner of Income Tax, Delhi has completed the reopened assessments of the Delhi Society for four assessment years i.e. assessment years 1997-98, 1998-99, 1999-00 and 2000-01 wherein, the exemption availed by the erstwhile Delhi Society by virtue of being an approved scientific research organization has been withdrawn in respect of these years. The past accumulated income upto March 31, 1996 has been brought to tax and the income of the respective years thereafter has been subjected to tax as normal business income, hence raising a cumulative demand of Rs. 1,010.11 millions (including interest of Rs. 551.11 millions). The Deputy Commissioner of Income Tax has also assessed the income for assessment year 2001-02, whereby the entire accumulations and allowances made in earlier years have again been brought to tax, raising a further demand of Rs. 1,243.70 millions (including interest of Rs. 694.60 millions). The company is of the view that the demand raised for the assessment year 2001-02 includes duplication on account of demands raised in the assessment years 1997-98 to 2000-01 and, further, the events taking place in the year 2000 cannot relate back to earlier years.

The company challenged the reopening of assessment for the assessment year 1997-98 before the Hon’ble High Court of Delhi in a Writ Petition filed on July 27, 2005. The Hon’ble Court in its interim order dated September 20, 2005 has directed the Assessing Officer to complete the assessments for all these years and has also directed that the operation of the assessment orders for assessment years 1997-98, 1998-99, 1999-00 and 2000-01 shall remain suspended till the matter is heard and decided by the Court. The company has filed appeals before the Commissioner of Income Tax (Appeals) for all these years. Pursuant to the share purchase agreement, where Company is a party, dated September 25, 2005, the abovementioned income-tax demands are the responsibility of one of the erstwhile promoters to the extent of Rs. 649.90 millions, for which necessary funds have been deposited in an escrow account. Interest of Rs. 146.97 millions upto March 31, 2009 has accrued in the escrow account and available for aforesaid set off. In the event these demands exceed this amount, one third of such excess would be borne by the said erstwhile promoters and the rest by the Company, if any.

(b) The Additional Commissioner of Income Tax, Chandigarh, has also raised a demand of tax in respect of EHIRCL for the assessment year 2001-02 amounting to Rs. 523.31 millions and interest thereon amounting to Rs. 291.58 millions by treating the excess of assets over liabilities as short term capital gains on registration of Amalgamated Society as a company. The company feels that the above registration does not give rise to transfer of assets and consequent capital gains and, therefore, preferred an appeal before the Income Tax Appellate Tribunal, Chandigarh. The Tribunal, vide its Order dated March 18, 2008, has remanded the matter back to the Assessing Officer for fresh adjudication.

(c) Regular assessment under section 143 (3) of Income Tax Act, 1961, has been completed for in respect of EHIRCL assessment years 2003-04 and 2004-05 whereby the assessing officer had raised demands of Rs. 42.42 millions (including interest of Rs. 5.42 millions) and Rs. 40.42 millions (including interest of Rs. 9.76 millions) by disallowing the claim of keyman insurance premium and holding software development charges as capital expenditure. The Company filed an appeal with the Commissioner of Income Tax (Appeals) against the order of the assessing officer. The Commissioner of Income Tax (Appeals) and ITAT have allowed these claims in favour of the Company. The Income Tax Department has filed an appeal with the Hon’ble High Court of Delhi against the order of the ITAT, which is pending disposal. (d) Regular assessment under section 143 (3) of Income Tax Act, 1961, in respect of EHIRCL has been completed for assessment year 2005-06 whereby the assessing officer has raised a demand of Rs. 28.20 millions (including interest of Rs. 5.68 millions) on the company by disallowing the claim of keyman insurance premium and holding software development charges as capital expenditure. The company has filed an appeal with the Commissioner of Income Tax (Appeals) against the order of the Assessing Officer. The Commissioner of Income Tax (Appeals) vide its order dated October 31, 2008 has allowed partial relief to the company and has confirmed the balance amount of demand raised by assessing officer. The company has filed an appeal with ITAT against the order of Commissioner of Income Tax (Appeals) which is pending disposal.

(e) Regular assessment under section 143 (3) of Income Tax Act, 1961, in respect of EHIRCL has been completed for assessment year 2006-07 whereby the assessing officer has raised a demand of Rs. 30.50 millions (including interest of Rs. 3.51 millions) on the company by disallowing the claim of keyman

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insurance premium. Appeal has been filed with the Commissioner of Income Tax (Appeals), Delhi, against the disallowance made in the assessment order, which is pending disposal. In view of the management, the eventual outcome of the above matters cannot presently be estimated.

14. The Commissioner of Customs (Import and General), Delhi had raised a demand on a subsidiary of the Company (EHIRCL) of Rs. 77.03 millions (including Rs. 34.76 millions as penalty for mis-declaration of the imported surgical machine with a redemption fine of Rs. 7.50 millions for release of the said machine) on June 8, 2007. The mis-declaration refers to the classification of the underlying machine for customs duty purposes. The company had filed a stay application with the Central Excise and Service Tax Appellate Tribunal against the above order and deposited Rs. 34.76 millions under protest. The matter is pending for decision with the Tribunal. Based on discussions with the solicitors/ favourable decisions in similar cases/ legal opinions taken by the company, the management believes that the company has a good chance of success in the case and hence, no provision there against is considered necessary.

15. The Assistant Collector of Customs had issued an assessment order in earlier year on a subsidiary of the Company (EHIRCL) raising a demand of Rs. 33.04 millions holding EHIRCL to be a commercial establishment in relation to the import of medical equipments, spares and consumables. The company had filed an appeal with the Collector of Customs (Appeals), against the order of the Assistant Collector of Customs, which has been rejected. The company filed a further appeal and an application for stay before the Central Excise and Service Tax Appellate Tribunal. The Tribunal had ordered for the stay and had asked the company to deposit a sum of Rs. 15.00 millions with the customs authority. The company had deposited the amount with the customs authority and had also made a provision of Rs. 33.04 millions in the books of accounts. The matter is still pending with the Tribunal.

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16.

Employee Stock Option Plan The Company has provided share-based payment scheme to its employees. During the year ended March 31, 2008, 458,500 options (Lot I) were granted to the employees under Plan ‘A’. Under the same plan, 33,500 options (Lot II) have been granted to the employees in the current year. As at March 31, 2009, the following scheme was in operation:

Particulars Lot I Lot II

Date of Grant February 13, 2008 October 13, 2008 Date of Board Approval July 30, 2007 July 30, 2007 Date of Shareholder’s approval September 27, 2007 September 27, 2007 Number of options granted 458,500 33,500 Vesting Period February 13, 2009 to February 12, 2013 October 13, 2009 to October 12, 2013 Exercise Period up to February 12, 2018 October 12, 2018

The details of activity under the Plan have been summarized below: March 31, 2009 March 31, 2008 Particulars

Number of options

Weighted Average Exercise Price(Rs.)

Number of options

Weighted Average Exercise Price(Rs.)

Outstanding at the beginning of the year 458,500 71.00 - - Granted during the year 33,500 50.00 458,500 71.00 Forfeited during the year 111,500 70.34 - - Exercised during the year - - - - Expired during the year - - - - Outstanding at the end of the year 380,500 69.34 458,500 71.00 Exercisable at the end of the year 70,100 71.00 - - Weighted average remaining contractual life (in years)

8.93 - 9.88 -

Weighted average fair value of options granted (in Rs.)

25.86 - 26.48 -

The details of exercise price for stock options outstanding at the end of the year are: Particulars March 31, 2009 March 31, 2008

Range of exercise prices Rs. 71.00 for 350,500 options and Rs. 50.00 for 30,000 options

Rs. 71.00

Number of options outstanding 380,500 458,500 Weighted average remaining contractual life of options (in years) 8.93 9.88 Weighted average exercise price (Rs.) 69.34 71.00

Stock Options granted

The weighted average fair value of stock options granted during the year is Rs. 18.65 (Previous Year: Rs. 26.48). The Black - Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:

Particulars March 31, 2009 March 31, 2008

Exercise Price Rs. 71.00 for 350,500 options and Rs. 50.00 for 30,000 options

Rs. 71.00

Expected Volatility 34% 34% Life of the options granted (Vesting and exercise period) in years

6.5 years 6.5 years

Expected dividends - - Average risk-free interest rate 7.95% for 350,500 options and

8.70% for 30,000 options 7.95%

Expected dividend rate - -

In March 2005, the ICAI has issued a guidance note on ‘Accounting for Employees Share Based Payments’ applicable to employee based share plan, the grant date in respect of which falls on or after April 1, 2005. The said guidance note requires the Proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the financial statements. Applying the fair value based method defined in the said guidance note, the impact on the reported net profits/losses and earnings per share would be as follows:

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(Rs. in millions)

Particulars March 31, 2009 March 31, 2008

Profit/ (Loss) as reported 208.19 (554.84) Add: Employee stock compensation under intrinsic value method - - Less: Employee stock compensation under fair value method (1.91) (0.31) Proforma profit / (loss) 206.28 (554.53) Earnings Per Share (In Rs.) Basic - As reported 0.92 (2.49) - Pro forma 0.91 (2.49) Diluted - As reported 0.92 (2.49) - Pro forma 0.91 (2.49)

The fair value of total option outstanding at the year end is Rs. 9.84 millions (Previous Year Rs. 12.14 millions) and these shall vest over a period of 5 years. Accordingly, the charge for the current year in relation to employee stock compensation under fair value method would have been Rs. 1.91 millions (Previous Year Rs. 0.31 millions).

17. The expenses shown in the Profit and Loss account are net of expenses aggregating Rs 26.11 million during the year 2006-07, Rs 77.20 million during the year 2005-06 and Rs. 62.16 million during the year 2004-05, allocated/ apportioned by the Company to companies under the same management, as per estimation made by the management. In the opinion of the Board of the Directors of the Company, the expenses so transferred are attributable to the activities of/services rendered to/availed by these companies.

18. Disclosures under Accounting Standard - 15 (Revised) on ‘Employee Benefits’ :

(Rs. in millions)

(a) Defined Contribution Plan 2008-2009 2007 – 2008 2006 - 2007

Contribution to Provident fund 61.37 63.23 59.62 Contribution to Gratuity Trust (Funded) - - 0.68

(b)

Defined Benefit Plan

The Fortis Group has a defined benefit gratuity plan, whereby the employees are entitled to gratuity benefit on the basis of last salary drawn and completed number of years of service.

The Fortis Group also provides leave encashment benefit to its employees, which is unfunded.

The following table summaries the components of net employee benefit expenses recognised in the non-restated consolidated profit and loss account:

(Rs. in millions) Gratuity Gratuity Gratuity Gratuity Gratuity Gratuity

(Unfunded) (Funded) (Unfunded) (Funded) (Unfunded) (Funded)

Particulars

2008-2009 2008-2009 2007-2008 2007-2008 2006-2007 2006-2007

Profit and Loss account

Net employee benefit expenses (recognized in Personnel Expenses / Expenditure during Construction Period)

Current Service cost 16.56 1.53 17.52 1.32 15.92 0.92

Interest Cost on benefit obligation 5.99 0.97 6.59 0.92 5.15 0.89

Expected return on plan assets - (0.85) - (0.95) - (0.97)

Actuarial loss/(gain) recognised during the year

(14.57) (0.97) (2.27) 3.03 1.90 (0.79)

Past Service Cost - - - - - -

Net benefit expense 7.98 0.68 21.84 4.32 22.97 0.05

Actual return on plan assets - 1.70 - 1.05 - 0.97

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Balance sheet

Details of Provision for Gratuity as at year end

Present value of defined benefit obligation

79.50 11.79 80.01 16.33 82.26 12.25

Fair value of plan assets - 11.00 - 11.33 - 11.57

Surplus/(deficit) of funds (79.50) (0.79) (80.01) (5.00) (82.26) (0.68)

Net asset/ (liability) (79.50) (0.79) (80.01) (5.00) (82.26) (0.68)

Changes in present value of the defined benefit obligation are as follows:

Opening defined benefit obligation 80.01 16.33 82.26 12.25 64.42 11.75

Deletion on sale of subsidiary (refer note 4 (n) above)

(0.14) - - - - -

Current Service cost 16.56 1.53 17.52 1.32 15.92 0.92

Interest Cost on benefit obligation 5.99 0.97 6.59 0.92 5.15 0.89

Benefits paid (8.35) (6.93) (24.09) (1.29) (5.13) (0.52)

Actuarial (loss)/ gain recognised during the year

(14.57) (0.11) (2.27) 3.13 1.90 (0.79)

Closing defined benefit obligation 79.50 11.79 80.01 16.33 82.26 12.25

Changes in the fair value of plan assets are as follows:

Opening fair value of plan assets - 11.33 - 11.57 - 11.12

Expected return - 0.85 - 0.95 - 0.97

Contributions by employer - 4.89 - - - -

Benefits paid - (6.93) - (1.29) - (0.52)

Actuarial gains / (losses) - 0.86 - 0.10 - -

Closing fair value of plan assets - 11.00 - 11.33 - 11.57

Experience loss adjustment on plan assets/ liabilities

(5.46) (0.63) - - - -

The Principal assumptions used in determining gratuity obligation for the Company's plan are shown below:

In case of FHL, FHTL and IHL

Particulars 2008-09 2007-08 2006-07

Discount rate 7.80% 8% 8% Expected rate of return on plan assets - - - Expected rate of salary increase 7.50% 10% 10% Mortality table referred

LIC (1994-96) duly modified

LIC (1994-96) duly modified

LIC (1994-96) duly modified

Withdrawal rate/ Employee Turnover Rate

Upto 30 years 18% 3% 3% From 31 to 44 years 6% 2% 2% Above 44 years 2% 1% 1%

In case of EHIRCL

Discount rate 7.80% 8.00% 8.00% Expected rate of return on plan assets - - - Expected rate of salary increase 3.75% 5.50% 5.50%

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Mortality table referred LIC (1994-96) duly

modified LIC (1994-96) duly

modified LIC (1994-96) duly modified

Withdrawal rate/ Employee Turnover Rate

Upto 30 years 6% 3% 3% From 31 to 44 years 2% 2% 2% Above 44 years 1% 1% 1%

In case of EHSSIL Discount rate 7.80% 8% 7.5% Expected rate of return on plan assets - - - Expected rate of salary increase 3.75% 5.50% 5.00% Mortality table referred LIC (1994-96) duly

modified LIC (1994-96) duly modified

LIC (1994-96) duly modified

Withdrawal rate/ Employee Turnover Rate Upto 30 years 6% 3% 3% From 31 to 44 years 2% 2% 2% Above 44 years 1% 1% 1%

In case of EHRCL

Discount rate 7.80% 7.50% 7.50% Expected rate of return on plan assets 9.25% 8.20% 8.72% Expected rate of salary increase 3.75% 5.00% 5.00% Mortality table referred

LIC (1994-96) duly modified

LIC (1994-96) duly modified

LIC (1994-96) duly modified

Withdrawal rate/ Employee Turnover Rate

Upto 30 years 6% 3% 3% From 31 to 44 years 2% 2% 2% Above 44 years 1% 1% 1%

In case of EHSSHL

Discount rate 7.80% 8% - Expected rate of return on plan assets - - - Expected rate of salary increase 7.50% 5.50% - Mortality table referred

LIC (1994-96) duly modified

LIC (1994-96) duly modified

-

Withdrawal rate/ Employee Turnover Rate

Upto 30 years 18% 3% - From 31 to 44 years 6% 2% - Above 44 years 2% 1% -

In case of FHML and FHoML

Discount rate 7.80% Expected rate of return on plan assets - Expected rate of salary increase 7.50% Mortality table referred

LIC (1994-96) duly modified

Withdrawal rate/ Employee Turnover Rate Upto 30 years 6% From 31 to 44 years 2% Above 44 years 1%

F-92

In case of LHPL

Discount rate 7.80% Expected rate of return on plan assets - Expected rate of salary increase 7.50% Mortality table referred

LIC (1994-96) duly modified

Withdrawal rate/ Employee Turnover Rate Upto 30 years 18% From 31 to 44 years 6% Above 44 years 2%

Notes:

a) The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

b) The Fortis Group’s expected contribution to the fund in the next year is not presently ascertainable and hence, the contributions expected to be paid to the plan during the annual period beginning after the balance sheet date as required by Para 120 (o) of the Accounting Standard 15 (Revised) on Employee Benefits are not disclosed.

19. The Company and few of its subsidiaries have entered into ‘Operation and Management’ agreements with entities

which are into hospital operations, in terms of which, they are responsible for developing and providing maintenance support and related services necessary to support, manage and maintain the hospital as may be required. The management fee is generally based on gross billing of the hospital subject to certain conditions as per the underlying agreement. The gross billing of the hospital is considered based on the unaudited financial statements of the respective entity. The management does not anticipate any material changes in the amounts considered in financial statements.

20. Details of utilisation of proceeds raised through public issue (Rs. in millions)

S no. Expenditure Program Proposed expenditure out

of IPO proceeds

Amount expended till

March 31, 2009

1 Construction and development of the planned hospital to be located at Shalimar Bagh, New Delhi by one of its subsidiaries

1,000.00 730.21

2 Refinancing of funds availed for the acquisition of Escorts Heart Institute and Research Centre Limited

3,523.12 3,523.12

3 Issue Expenses 444.50 327.89 Total 4,967.62 4,581.22

The Company is having unutilised funds of Rs. 386.40 millions as on March 31, 2009 out of IPO proceeds. These funds have been invested as Fixed Deposit with a Scheduled Bank.

21. Goodwill appearing in consolidated financial statements is after netting off Capital Reserve aggregating to Rs. 10.31 millions arising on the acquisition of a subsidiary of the Company (FHTL).

22. In view of the management, there has been a significant appreciation in the value of land and building in the past few years. Thus, the Fortis Group has, on the basis of the report of an external valuer, re-valued its land and building appearing in the books of EHSSIL, EHSSHL, EHRCL, FHTL and IHL as on March 31, 2008. As per the report of the valuer, the land has been revalued at Rs. 4,248.53 millions and buildings at Rs. 701.21millions as against the net value of Rs. 585.84 millions and 562.97 millions respectively as at March 31, 2008. Accordingly, the Fortis group has increased the book value of land by Rs. 3,662.69 millions and of building by Rs. 138.24 millions, (being the difference between the revalued amount and the net book value) and credited the same to the revaluation reserve account. Depreciation of Rs. 17.56 millions on the revalued amount of building and leasehold land has been adjusted to the revaluation account only in the current year.

23. Few subsidiaries of the Company (EHIRCL, EHRCL and EHCL) are liable to pay Income tax for the period under the provisions of Section 115JB of the Income Tax Act, 1961. As per the provisions of Section 115JAA of the Income Tax Act, 1961, MAT credit is available to these companies in subsequent assessment years in respect of the MAT paid in current year. Accordingly, MAT credit entitlement of Rs. 21.88 millions, Rs. 6.28 millions (including Rs. 5.66 millions relating to MAT paid in earlier years) and Rs.1.19 millions has been recognised by

F-93

EHIRCL, EHRCL and EHCL respectively. The management based on the present trend of profitability and also the future profitability projections, is of the view that there would be sufficient taxable income in foreseeable future, which will enable these companies to utilize MAT credit entitlement.

In terms of our report of even date attached. For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date :September 10, 2009

F-94

Annexure VII - Detail of Loans and Advances

(Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Secured

Loan to bodies corporate and others 7.08 - - - -

Unsecured, considered good Advances recoverable in cash or in kind or for value to be received 30.64 40.81 205.04 60.51 40.26

Security deposits 14.25 39.25 13.94 12.82 4.33

Loans to subsidiaries 2,335.41 1,665.18 426.36 32.43 12.53

Loan to bodies corporate and others 414.52 905.42 51.37 106.29 -

Loans to employees - - - 0.01 0.07 Balances with customs, excise and other authorities 3.64 5.51 - - -

Advance tax and tax deducted at source 32.50 25.40 12.12 1.76 4.93

Considered doubtful Advances recoverable in Cash or in kind or for value to be received - - - 0.17 0.17

Advance Tax and Tax deducted at source 2.06 2.06 2.06 2.06 2.06

Total 2,840.10 2,683.63 710.89 216.05 64.35

Less : Provision for doubtful advances 2.06 2.06 2.06 2.23 2.23

2,838.04 2,681.57 708.83 213.82 62.12

Amounts due from promoter group/ associate companies

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Loans to subsidiaries:-

International Hospital Limited 1,409.35 378.06 7.01 32.14 12.53

Lalitha Healthcare Private Limited 0.02 - - - - Escorts Heart Super Speciality Institute Limited 7.59 0.25 0.61 0.29 -

Hiranandani Healthcare Private Limited - 525.78 316.30 - - Escorts Heart Institute and Research Centre Limited - 0.40 - - - Escorts Hospital and Research Centre Limited 0.98 0.28 - - -

F-95

Annexure VII - Detail of Loans and Advances

(Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Escorts Heart and Super Speciality Hospital Limited 13.50 - - - - Fortis Hospotel Limited (formerly Oscar Bio-Tech Private Limited) 903.97 760.41 102.44 - -

Loans to fellow subsidiaries:- Religare Wellness Limited (formerly Fortis Healthworld Limited) 0.72 0.07 - - -

Fortis Health Staff Limited 0.01 0.01 - - -

Loan to bodies corporate and others/Advances recoverable in cash or in kind or for value to be received:- Super Religare Limited (formerly SRL Ranbaxy Limited) - 11.31 29.76 7.46 1.48

Hiranandani Healthcare Private Limited 407.97 - - - -

Religare Finvest Limited - 867.50 - - -

Sunrise Medicare Private Limited 3.93 1.53 30.42 20.39 -

Religare Technova IT Services Limited 0.75 - - - -

Malar Hospitals Limited 1.44 - - - -

Note:- 1) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited.

F-96

Annexure VIII - Detail of Sundry Debtors

(Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Debts outstanding for a period exceeding six Months

Unsecured, considered good 148.49 188.59 90.16 60.95 1.76

Considered doubtful 40.25 41.69 36.51 20.17 12.46

Other debts

Unsecured, considered good 298.77 140.79 196.46 118.98 42.27

Considered doubtful 0.07 - - 1.64 -

Less : Provision for doubtful debts 40.32 41.69 36.51 21.81 12.46

447.26 329.38 286.62 179.93 44.03

Amounts due from subsidiaries and associate companies

(Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Dues from Subsidiaries

Lalitha Healthcare Private Limited 4.74 - - - -

Dues from Associates

Sunrise Medicare Private Limited 21.92 4.97 7.57 1.04 -

Medical and Surgical Centre Limited 0.73 - - - -

Note:- 1) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited

F-97

Annexure IX - Detail of Investments

(Rs. in millions)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

Long Term Investments (at cost)

Unquoted, fully paid-up

In Associate Companies (Trade)

Sunrise Medicare Private Limited 44.00 44.00 5.09 5.09 -

(4,400,364 equity shares of Rs.10/- each)

Hiranandani Healthcare Private Limited 4.00 10.00 10.00 - -

(400,000 equity shares of Rs.10/- each)

(Of the above, 3 shares are jointly held with nominee share holders)

In Subsidiary Companies (Trade) Escorts Heart Institute and Research Center Limited 5,889.48 5,889.48 5,889.48 5,889.48 - (1,800,260 equity shares of Rs.10/- each)

International Hospital Limited 402.11 402.11 402.11 402.11 0.02

(4,025,123 equity shares of Rs.100/- each) (Of the above, 4,033 shares have been acquired for without any consideration being paid) (Of the above, 6 shares are held by nominee share holders)

Fortis Hospotel Limited 1,180.21 761.30 450.00 450.00 - (118,021,100 equity shares of Rs.10/- each) (Of the above, 24 shares are held by nominee share holders)

Total 7,519.80 7,106.89 6,756.68 6,746.68 0.02

Aggregate amount of quoted investments - - - - -

Aggregate amount of unquoted investments 7,519.80 7,106.89 6,756.68 6,746.68 0.02

Note:- 1) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited

F-98

Annexure X - Statement of Accounting Ratios (on restated Profits/ Losses)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Basic Earnings / (Loss) per share (Rs.) (0.19) 0.12 (2.92) (3.43) (1.07) Diluted Earnings/ (Loss) per share (Rs.) (0.19) 0.12 (2.92) (3.42) (1.07) Return on Net Worth % -0.53% 0.30% -11.37% -8.58% -38.00% Net Asset Value per share (Rs.) 35.21 38.82 24.30 19.98 2.64 Weighted average number of equity shares used for: Basic Earnings/ (Loss) per share 226,666,533 223,022,006 171,123,304 85,025,352 79,239,820 Diluted Earnings/ (Loss) per share 226,666,533 223,090,583 171,123,304 85,061,781 79,243,957

Ratios have been computed as per the following formulas

Net Profit/(loss) after Tax but before extra-ordinary items, as restated attributable to equity shareholders

Basic Earnings/ (Loss) per share (Rs.) = Weighted average number of equity shares outstanding during the year

Net Profit/(loss) after Tax but before extra-ordinary items, as restated attributable to equity shareholders

Diluted Earnings/ (Loss) per share (Rs.) = Weighted average number of dilutive equity shares outstanding during the year

Net Profit/(loss) after Tax but before extra-ordinary items, as restated attribute able to equity shareholders Return on Net Worth (%) =

Net Worth, as restated, at the end of the year

Net Worth, as restated, at the end of the year Net Asset Value (NAV) per share (Rs.)=

Number of equity shares outstanding at the end of year

1. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year, adjusted by the number of equity shares issued during the year multiplied by the time-weighting factor. The time-weighting factor is the number of days for which the specific shares are outstanding as a proportion of the total number of days during the year.

2. Net profits/(losses), as appearing in the Restated Summary Statement of Profits and Losses of the respective years, have been considered for the purpose of computing the above ratios. These ratios are computed on the basis of Restated Unconsolidated Summary Statements of the Company.

3. Earnings per share calculations are in accordance with Notified Accounting Standard 20 'Earnings per Share'.

4. Net worth means Equity share capital + Preference share capital + Share application money pending allotment + Reserves and Surplus (excluding Amalgamation Reserve) - Miscellaneous expenditure not written off or adjusted - Debit balance in Profit and Loss account.

5. The figures above are based on the Restated Unconsolidated Summary Statements of Assets and Liabilities

and Profits and Losses of Fortis Healthcare Limited.

F-99

Annexure XI - Detail of Secured and Unsecured Loans

Secured Loans

(Rs. in millions) S.no. Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

I) Working capital loans

A From banks

1 Secured by first pari passsu charge over moveable fixed assets at Fortis Hospital, Mohali and charge over stock and book debts of the Company and is further secured by corporate guarantee of RHC Holding Private Limited, a company under the same management.

37.22 32.43 16.90 20.79 -

2 Secured by first pari passsu charge over moveable fixed assets at Fortis Hospital, Mohali and charge over stock and book debts of the Company.

28.08 - - - -

3 Secured by second charge on all present and future fixed assets of the Company on pari passu basis with other lenders.

- - 10.42 41.14 -

4 Secured by first pari passu hypothecation charge over present and future current assets of the Company, with an asset cover of 1.35 times.

- - - - 20.53

Sub total 65.30 32.43 27.32 61.93 20.53

II) Term loans

A) Long term loans

From banks

1 Secured by first charge by way of hypothecation of all present and future moveable properties of the Company which inter alia include plant and machinery, medical equipments, computers, furniture and fixtures and other fixed assets installed / stored at Fortis Hospital, Mohali or kept at any other hospital site excluding vehicles hypothecated against specific loans. The loan is further secured by Corporate Guarantee of Malav Hodings Limited, a company under the same management (ECB Loan denominated in foreign currency).

49.10 113.48 204.52 295.12 327.90

F-100

Annexure XI - Detail of Secured and Unsecured Loans

Secured Loans

(Rs. in millions) S.no. Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

2 Secured by pledge of 1,800,000 shares of Escorts Heart Institute and Research Center Limited (EHIRCL), a subsidiary fo the Company.

- - 2,073.00 3,000.00 -

3 Secured by second charge by way of hypothecation over movable fixed assets of the Company and further secured by pledge of 7,50,000 Shares of Ranbaxy Laboratories Limited (RLL) by RHC Holding Private Limited (formerly Ranbaxy Holding Company).

- - - 500.00 -

4 Secured by way of first and exclusive charge on specific medical equipments of the Company.

28.29 38.75 - - -

5 Secured by way of subservient charge on the movable fixed assets of the Company and also secured by pledge of 10,417,000 equity shares of the Company held by Fortis Healthcare Holdings Limited, the holding company.

- 199.98 - - -

From bodies corporate

1 Secured by first charge by way of hypothication of specific equipments of the Company.

98.24 125.50 150.00 - -

2 Secured by way of subservient charge on present and future fixed assets of the Company and subservient mortgage and charge on hospital property of International Hospital Limited, Noida (a subsidiary of the Company), except assets of Escorts Heart Institute and Research Centre Limited and its subsidiaries (till the time all the legal proceedings in respect thereof are settled). This is also secured by way of pledge of 22,000,000 equity shares of the Company held by Fortis Healthcare Holdings Limited, the holding company and the personal guarantee of the Managing Director of the Company.

642.86 750.00 - - -

Sub total 818.49 1,227.71 2,427.52 3,795.12 327.90

F-101

Annexure XI - Detail of Secured and Unsecured Loans

Secured Loans

(Rs. in millions) S.no. Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

B) Short term loans

From banks

1 Secured by way of subservient charge on the movable fixed assets of the Company and also secured by pledge of 10,417,000 equity shares of the Company held by Fortis Healthcare Holdings Limited, the holding company.

250.00 300.00 - - -

2 Secured by pledge of 7,692,400 equity shares of the Company held by Fortis Healthcare Holdings Limited, the holding company and the personal guarantee of the Managing Director of the Company.

500.00 - - - -

3 Secured by way of first equitable mortgage charge on land, building and immovable fixed assets of Escorts Hospital and Research Centre Limited (EHRCL), a subsidiary of the Company and is further secured by corporate guarantee of the Company and EHRCL.

500.00 - - - -

Sub total 1,250.00 300.00 - - -

III) Vehicle loans

1 Secured by hypothecation of respective vehicles

5.56 9.70 11.05 6.04 2.21

Sub total 5.56 9.70 11.05 6.04 2.21

Grand Total 2,139.35 1,569.84 2,465.89 3,863.09 350.64

F-102

Annexure XI - Detail of Secured and Unsecured Loans Unsecured Loans

(Rs. in million) S.no. Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

A From banks 1 Obtained by pledge of 1,573,000 shares of

Ranbaxy Laboratories Limited (RLL) held by RHC Holding Private Limited (formerly Ranbaxy Holding Company)

- - - 300.00 -

2 Obtained by pledge of 1,282,100 shares of Ranbaxy Laboratories Limited held by Oscar Investments Limited

- - 250.00 - -

3 Others - 256.24 1,335.74 300.00 - B From bodies corporate 710.00 - 25.00 - - C From subsidiaries (see note 9 below) 0.19 - 7.33 90.44 - Total 710.19 256.24 1,618.07 690.44 -

Notes: 1. Interest on Overdraft facility/ Working capital demand loans was payable in the range of 8.5% to 12%;

8.5% to 10%; 8.55% to 10%, 12.5% and 12.5% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively.

2. Interest on Term loans from banks was payable in the range of 11%; 7.5% to 10%; 9% to 13%; 6% to 15.5% and 9.05% to 19.5% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively. Foreign currency loan carries interest in the range of 3.3% to 4.27%; 4.27% to 6.36%, 6.36% to 7.08%, 6.56% to 7.17% and 4.42% to 6.56% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively.

3. Interest on Term loans from body corporates was payable in the range of 10.75%; 10.75% to 12.25% and 10.75% to 12.50% per annum for the years ended March 31, 2007, 2008 and 2009 respectively.

4. Interest on Short term loans from banks was payable in the range of 8.40% to 8.99% and 8.77% to 13.75% per annum for the year ended March 31, 2008 and 2009 respectively.

5. Interest on Vehicle loans was payable in the range of 10% to 11.78%; 6.23% to 8.16%; 6.23% to 9.18%; 6.23% to 14.44% and 6.23% to 14.44% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively.

6. Interest on Unsecured loans from banks was payable in the range of 8.5% to 11%; 8.5% to 12.5%; 10.5% to 15.50% and 11.75% to 15.50% per annum for the year ended March 31, 2006, 2007, 2008 and 2009 respectively.

7. Interest on Unsecured loans from bodies corporate was payable in the range of 7% to 11%; 9.5% to 11% , 9.5% to 13% and 12% to 12.5% per annum for the year ended March 31, 2004, 2007, 2008 and 2009 respectively.

8. Interest on Unsecured loans from subsidiaries was payable at the rate of 10% per annum for the years ended March 31, 2006 and 2007 and 13% per annum for the year ended March 31, 2009.

9. Amounts due to subsidiaries and promoter group companies are as under:

F-103

S. No.

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

From subsidiaries

1 Escorts Heart Institute and Research Centre Limited

0.19 - 7.33 - -

2 Fortis Hospotel Limited (formerly Oscar Bio-Tech Private Limited)

- - - 90.44 -

From promoter group companies

1 Oscar Investments Limited 610.00 - - - -

2 RHC Holding Private Limited (formerly Ranbaxy Holding Company)

100.00 - - - -

10) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited.

F-104

Annexure XII - Details of Other Income, as restated

(Rs. in millions) Particulars Year Ended

March 31,

2009

Year Ended

March 31,

2008

Year Ended

March 31,

2007

Year Ended

March 31,

2006

Year Ended

March 31,

2005

Other income 188.25 319.92 38.78 9.97 19.07

Net Profits/ (losses) before tax, as restated after prior period items (37.16) 31.41 (496.01) (289.05) (85.00)

Percentage -* 1018% -* -* -*

(Rs. in millions)

Source of Other Income

Year Ended

March 31,

2009

Year Ended

March 31,

2008

Year Ended

March 31,

2007

Year Ended

March 31,

2006

Year Ended

March 31,

2005 Nature

Related/Not

related to

Business

activity

Profit on redemption of mutual funds 0.54 4.39 - - -

Non-Recurring Non Related

Interest 181.64 294.04 29.04 6.74 4.71 Recurring Non Related

Exchange gain - 15.39 6.05 - 12.54 Non-

Recurring Related

Miscellaneous income 6.07 6.10 3.69 3.23 1.82 Recurring Related

Total 188.25 319.92 38.78 9.97 19.07

Notes : (i) * Since there is a net loss before tax, as restated, the percentages have not been shown. (ii) The details of 'Other Income' disclosed above are stated after adjusting the effect of restatement. The same have been shown gross of restatement in the Summary Statement of Profits and Losses, as restated and the adjustments have been listed separately under Note 4 'Material Adjustments' in the Notes to Restated Unconsolidated Summary Statements (Annexure II). (iii) The classification of other income as recurring/non-recurring and related/not related to business activity is based on the current operation and business activity of Fortis Healthcare Limited as determined by the management. (iv) The above amounts are as per the Restated Unconsolidated Summary Statement of Profits and Losses of Fortis Healthcare Limited.

F-105

Annexure XIII - Capitalisation Statement as at March 31, 2009

(Rs. in millions)

Particulars Pre Issue Post Issue

Borrowings

Short term debt 2,332.35

Long term debt 517.19

Total debts 2,849.54

Shareholders' funds

Equity share capital 2,266.67

Zero percent redeemable preference share capital 120.40

Reserves and surplus 7,043.78

Profit and loss account (debit balance) (1,430.19)

Miscellaneous expenditure (to the extent not written off or adjusted) (5.01)

Total shareholders' funds 7,995.65

Long Term debt / equity ratio 0.06

Notes: 1) Short term debt represents debts which are due within twelve months from March 31, 2009. 2) Long term debt represents debt other than short term debt as defined above. 3) Reserves and Surplus represent reserves arising out of amalgamation of Fortis Medical Centre Holdings

Limited with the Company and the securities premium received at the time of issue of equity and preference share capital.

4) Long Term Debt/Equity ratio :- Long Term Debt / Total Shareholder's Funds. 5) Since March 31, 2009, preference share capital has been reduced from Rs 120.40 million to Rs 45.86

million by way of issuing 260,000 Class 'C' zero percent redeemable preference shares of Rs. 10 each, at a premium of Rs. 9,990 per share and redeeming 8,404,000 Class 'C' zero percent redeemable preference shares of Rs. 9 each and 150,000 Class 'C' zero percent redeemable preference shares of Rs. 10 each."

6) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited.

F-106

FORTIS HEALTHCARE LIMITED

ANNEXURE XIV: STATEMENT OF TAX SHELTER

(Rs. In millions) Particulars Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

Net Profit/(Loss) before tax as restated (a)

(85.00) (289.05) (496.01) 31.41 (37.16)

Income tax rates applicable 36.59% 33.66% 33.66% 33.99% 33.99% Tax at notional rates (31.10) (97.30) (166.96) 10.68 (12.63) Income tax provision in books - - - - - Permanent Differences Expenses disallowed under Income Tax

5.85 10.74 30.40 9.47 (15.62)

Total (b) 5.85 10.74 30.40 9.47 (15.62) Temporary Differences Difference between tax depreciation and book depreciation

(27.11) 19.51 3.84 2.97 21.74

Provision for doubtful debts & advances

2.55 3.82 14.49 4.54 (26.51)

Provision for Gratuity & Leave Encashment

(6.09) 6.31 17.50 11.59 (11.24)

Other disallowances 0.55 16.92 20.60 (27.20) (0.08) Total (c) (30.10) 46.56 56.43 (8.10) (16.09) Net adjustments (d=b+c) (24.25) 57.30 86.83 1.37 (31.71) Business losses carried forward for set off in subsequent years (e=a+d)

(109.25) (231.75) (409.18) - (68.87)

Notes to the Tax Shelter Statement 1. The aforesaid Statement of Tax Shelters has been prepared as per the Restated Unconsolidated Summary

Statement of Profits and Losses of Fortis Healthcare Limited. 2. The permanent/timing differences have been computed considering the acknowledged copies of the

income-tax returns filed by the Company for each of the respective years presented in the above statement. Disallowances made by the tax authorities on account of assessments, proceedings etc. have not been considered in the above statement as the Company is in appeals for these years and believes that the said additions/disallowances will not sustain at the higher appellate forums.

3. The figures for the year ended March 31, 2009 are based on the provisional computation of total income prepared by the Company for the year then ended and are subject to any changes that might be considered by the Company at the time of filing its return of income for the AY 2009-10.

As per our report of even date For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date: September 10, 2009

F-107

Annexure XV - Detail of Loans and Advances

(Rs. in millions) Particulars As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006

Unsecured, considered good Advances recoverable in cash or in kind or for value to be received

9.79 11.24 22.04 28.20

Security deposits 4.96 0.35 - - Loan to holding company - - - 90.44 Loans to subsidiaries 3.00 - - - Loans to fellow subsidiaries 0.88 - - - Loan to bodies corporate and others 55.50 78.00 13.27 - Balances with customs, excise and other authorities

4.59 7.23 - -

Advance tax and tax deducted at source 6.94 10.59 8.91 13.23 Interest accrued and due 3.89 - - - Total 89.55 107.41 44.22 131.87

Amounts due from promoter group/ associate companies

Particulars As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006 Loan to holding company Fortis Healthcare Limited - - - 90.44 Loans to subsidiaries Fortis Health Management Limited 3.00 - - - Loans to fellow subsidiaries Escorts Heart Institute and Research Centre Limited

0.38 - - -

Fortis Hospital Management Limited 0.50 - - - Loan to bodies corporate and others:- Malar Hospitals Limited 15.00 20.00 - -

Note:- 1) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Hospotel Limited.

F-108

Annexure XVI - Detail of Sundry Debtors

(Rs. in millions)

Particulars As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006

Debts outstanding for a period exceeding six Months

Unsecured, considered good 58.15 - - -

Other debts

Unsecured, considered good 9.84 63.43 34.84 -

67.99 63.43 34.84 -

Note:- 1) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Hospotel Limited.

F-109

Annexure XVII - Detail of Investments

(Rs. in millions)

Particulars As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006

Long Term Investments (at cost)

Unquoted, fully paid up - Trade

In Subsidiary Company

Fortis Health Management Limited 0.50 - - -

(50,000 Equity Shares of Rs.10/- each)

Total 0.50 - - -

Note:- 1) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of Fortis Hospotel Limited.

F-110

Annexure XVIII - Statement of Accounting Ratios (on restated Profits/ Losses)

Particulars Year ended March 31,

2009

Year ended March 31,

2008

Year ended March 31,

2007

For the period from

March 21, 2006 to

March 31, 2006

Basic Earnings / (Loss) per share (Rs.) (0.58) (1.28) (1.54) (0.05)

Diluted Earnings/ (Loss) per share (Rs.) (0.58) (1.28) (1.54) (0.05)

Return on Net Worth % -4.31% -9.20% -17.74% -0.37%

Net Asset Value per share (Rs.) 8.62 8.44 8.67 10.21

Weighted average number of equity shares

used for:

Basic Earnings/ (Loss) per share 76,244,770 46,232,027 45,000,000 37,636,364

Diluted Earnings/ (Loss) per share 76,244,770 46,232,027 45,000,000 37,636,364

Ratios have been computed as per the following formulas

Net Profit/(loss) after Tax but before extraordinary items, as restated attributable to equity shareholders

Basic Earnings/ (Loss) per share (Rs.) = Weighted average number of equity shares outstanding during the year

Net Profit/(loss) after Tax but before extraordinary items, as restated attributable to equity shareholders

Diluted Earnings/ (Loss) per share (Rs.) = Weighted average number of dilutive equity shares outstanding during the year

Net Profit/(loss) after Tax but before extraordinary items, as restated attributable to equity shareholders Return on Net Worth (%) =

Net Worth, as restated, at the end of the year

Net Worth, as restated, at the end of the year Net Asset Value (NAV) per share (Rs.)=

Number of equity shares outstanding at the end of year

1. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of

the period/ year, adjusted by the number of equity shares issued during the period/ year multiplied by the time-weighting factor. The time-weighting factor is the number of days for which the specific shares are outstanding as a proportion of the total number of days during the period/ year.

F-111

2. Net profits/(losses), as appearing in the Restated Summary Statement of Profits and Losses of the respective period/ years, have been considered for the purpose of computing the above ratios. These ratios are computed on the basis of Restated Unconsolidated Summary Statements of the Company.

3. Earnings per share calculations are in accordance with Notified Accounting Standard 20 'Earnings per Share'.

4. Net worth means Equity share capital + Reserves and Surplus (excluding Revaluation Reserve) - Debit

balance in Profit and Loss account.

5. The figures above are based on the Restated Unconsolidated Financial Statements of Fortis Hospotel Limited.

F-112

Annexure XIX - Detail of Secured and Unsecured Loans

Secured Loans

(Rs. in millions) S.no. Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

I) Term loans

A) Long term loans

From banks

1 Secured by way of pari passu first charge on current assets, movable and immovable fixed assets of the Company situated at Shalimar Bagh including deposit of original title deeds of land at Shalimar Bagh with an intent to create mortgage and an irrevocable corporate guarantee of Fortis Healthcare Limited, the holding company and pledge of 30% shares of the Company held by Fortis Healthcare Limited, the holding company. The loan is further secured by extenstion of equitable charge on hospital property at Noida belonging to International Hospital Limited, a fellow subsidiary of the Company.

120.00 - - -

2 Secured by way of first charge on fixed assets of the Company situated at Shalimar Bagh and Gurgaon and is further secured by an irrevocable corporate guarantee of Fortis Healthcare Limited, the holding company.

250.00 - - -

B) Short term loans

1 Interest accrued and due 0.62

Total 370.62 - - -

F-113

Unsecured Loans

(Rs. in millions)

S.no. Particulars As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006

A From bodies corporate 433.50 112.00 396.70 387.80

B From holding company 903.97 760.41 102.44 -

C Interest accrued and due - 2.21 - -

Total 1,337.47 874.62 499.14 387.80

Notes: 1. Interest on Term loans from bank was payable in the range of 12.10% to 13.50% per annum for the year

ended March 31, 2009. 2. Interest on unsecured loans from bodies corporate was payable in the range of 8% to 9.25%; 11.50% to

12% , 13% and 13% per annum for the period from March 21, 2006 to March 31, 2006 and years ended March 31, 2007, 2008 and 2009 respectively.

3. Interest on unsecured loans from holding company was payable at the rate of 10%; 3.50% and 2.90% to 13% per annum for the years ended March 31, 2007, 2008 and 2009 respectively.

4. Amounts due to holding and promoter group companies are as under:

S.no.

Particulars As at March 31, 2009 As at March 31, 2008 As at March 31, 2007 As at March 31, 2006

From holding company

1 Fortis Healthcare Limited

903.97 760.41 102.44 -

From promoter group companies

1 Oscar Investments Limited 33.50 112.00 396.70 -

2 RHC Holding Private Limited (formerly Ranbaxy Holding Company)

400.00 - - -

5. The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of

Fortis Hospotel Limited.

F-114

Annexure XX - Details of Other Income, as restated

(Rs. in millions) Particulars Year Ended

March 31, 2009

Year Ended

March 31, 2008

Year Ended

March 31, 2007

For the period

from March 21,

2006 to March 31,

2006

Other income 17.56 22.72 3.63 0.32

Net losses before tax, as restated after prior (43.57) (59.01) (68.08) (1.70)

period items

Percentage -* -* -* -*

(Rs. in millions)

Source of Other Income Year Ended

March 31, 2009

Year Ended

March 31, 2008

Year Ended

March 31, 2007

For the period

from March 21,

2006 to March

31, 2006 Nature

Related/Not

related to

Business activity

Profit on redemption of mutual funds - 0.14 - - Non-Recurring Non Related

Interest 15.09 6.96 3.59 0.32 Recurring Non Related

Profit on sale of fixed assets - 15.50 - - Non-Recurring Related

Miscellaneous income 2.47 0.12 0.04 - Recurring Related

Total 17.56 22.72 3.63 0.32

Notes : (i) * Since there is a net loss before tax, as restated, the percentages have not been shown. (ii) The details of 'Other Income' disclosed above are stated after adjusting the effect of restatement. The same have been shown gross of restatement in the Summary Statement of Profits and Losses, as restated and the adjustments have been listed separately under Note 4 'Material Adjustments' in the Notes to Restated Unconsolidated Summary Statements (Annexure IV). (iii) The classification of other income as recurring/non-recurring and related/not related to business activity is based on the current operation and business activity of Fortis Hospotel Limited as determined by the management. (iv) The above amounts are as per the Restated Unconsolidated Summary Statement of Profits and Losses of Fortis Hospotel Limited.

F-115

Annexure XXI - Capitalisation Statement as at March 31, 2009

(Rs. in millions)

Particulars Pre Issue Post Issue

Borrowings

Short term debt 1,338.09

Long term debt 370.00

Total debts 1,708.09

Shareholders' funds

Equity share capital 1,180.21

Profit and loss account (debit balance) (162.79)

Total shareholders' funds 1,017.42

Long Term debt / equity ratio 0.36

Notes: 1) Short term debt represents debts which are due within twelve months from 31st March, 2009. 2) Long term debt represents debt other than short term debt as defined above. 3) Shareholders' funds means Equity Share Capital + Reserves and Surplus (excluding Revaluation Reserve) -

Debit balance in Profit and Loss account. 4) Long Term Debt/Equity ratio: - Long Term Debt / Total Shareholders' Funds. 5) The above amounts are as per the Restated Unconsolidated Summary Statement of Assets and Liabilities of

Fortis Hospotel Limited.

F-116

Annexure XXII - Detail of Loans and Advances

(Rs. in millions)

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Secured Loan to bodies corporate and others 14.93 - - - - Unsecured, considered good Loan to bodies corporate and others 516.01 984.65 64.64 106.29 - Loans to employees 1.81 2.25 2.61 0.51 0.22 Advances recoverable in cash or in kind or for value to be received 165.49 171.76 324.97 126.17 21.75 Advance tax and tax deducted at source 529.61 439.75 359.05 332.09 8.11 Deposits with Income Tax Authorities 107.92 107.92 107.88 - - Balances with customs, excise and other authorities 65.38 63.01 15.00 15.00 - Security deposits 38.62 61.06 33.07 16.84 5.90 MAT Credit Recoverable 35.01 5.66 - - - Interest Due but Not Received 3.72 3.70 2.71 - - Considered doubtful Advances recoverable in cash or in kind or for value to be received 2.37 - - 0.17 0.17 Advance tax and tax deducted at source 2.06 2.06 2.06 2.06 2.06 Total 1,482.93 1,841.82 911.99 599.13 38.21 Less : Provision for doubtful advances 4.43 2.06 2.06 2.23 2.23 1,478.50 1,839.76 909.93 596.90 35.98

Amounts due from promoter group/ associate companies

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Loan to bodies corporate and others/Advances recoverable in cash or in kind or for value to be received:- Super Religare Laboratories Limited (formerly SRL Ranbaxy Limited) - 11.31 29.76 7.46 1.48 Sunrise Medicare Private Limited 3.93 1.53 30.42 20.88 - Fortis Health Staff Limited 0.01 0.01 - - - Religare Finvest Limited - 867.50 - - - Hiranandani Healthcare Private Limited 426.47 - - - - Religare Wellness Limited (formerly Fortis Healthworld Limited) 0.72 0.07 - - - Ranbaxy Laboratories Limited - - 0.71 0.68 - Religare Technova IT Services Limited 0.72 - - - - Medsource Healthcare Private Limited 2.31 - - - - Malar Hospitals Limited 16.44 20.00 - - -

Note:- 1) The above amounts are as per the Restated Consolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited.

F-117

Annexure XXIII - Detail of Sundry Debtors

(Rs. in millions)

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Debts outstanding for a period exceeding six Months

Unsecured, considered good 492.45 460.02 347.90 240.92 1.76

Considered doubtful 115.60 99.92 52.70 24.67 12.47

Other debts

Unsecured, considered good 842.63 440.26 484.37 388.36 58.36

Considered doubtful 2.16 1.69 - 4.02 -

Less : Provision for doubtful debts 117.76 101.61 52.70 28.69 12.47

1,335.08 900.28 832.27 629.28 60.12

Amounts due from promoter group/ associate companies

(Rs. in millions)

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Dues from Associates

Sunrise Medicare Private Limited 21.92 4.97 7.57 1.04 -

Medical and Surgical Centre Limited 0.73 - - - -

Dues from promoter group companies

Religare Wellness Limited (formerly Fortis Healthworld Limited)

- 0.12 - - -

Religare Finvest Limited 1.65 - - - -

Note:- 1) The above amounts are as per the Restated Consolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited.

F-118

Annexure XXIV - Detail of Investments

(Rs. in millions)

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Long Term Investments (at cost)

Investment in Associates

Quoted, fully paid-up

Trade

Malar Hospitals Limited

9,079,002 Equity Shares of Rs. 10/- each fully paid up (including goodwill of Rs. 297.62 millions)

292.86 292.74 - - -

Add: Share in post acquisition profits/ (losses) upto the beginning of the year

(2.17) - - - -

Add: Share in losses for the current year (7.91) (2.17) - - -

282.78 290.57 - - -

Medical Surgical and Centre Limited 164,670,801 Ordinary Shares (including capital reserve of Rs. 422.43 millions) 131.27 - - - -

Add: Share in profits for the current year 3.60 - - - -

134.87 - - - -

Unquoted, fully paid-up

Trade

Sunrise Medicare Private Limited

4,400,364 Equity Shares of Rs.10/- each fully paid up (including goodwill of Rs. 30.79 millions)

44.00 44.00 5.09 5.09 -

Add: Share in post acquisition profits/ (losses) upto the beginning of the year

(3.94) (0.67) 0.31 - -

Add: Share in profits/ (losses) for the current year 3.52 (3.27) (0.98) 0.31 -

43.58 40.06 4.42 5.40 -

F-119

Particulars

As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

Hiranandani Healthcare Private Limited

80,000 Zero Percent Redeemable Preference Shares of Rs.1,000/- each fully paid up

80.00 - - - -

400,000 Equity Shares of Rs.10/- each fully paid up

4.00 - - - -

(Of the above, 3 shares are jointly held with nominee share holders)

Add: Share in losses for the current year (4.00) - - - -

80.00 - - - -

Current Investments

National Savings Certificate 0.03 - - - -

Total 541.26 330.63 4.42 5.40 -

Aggregate amount of quoted investments 417.65 290.57 - - -

Aggregate amount of unquoted investments 123.61 40.06 4.42 5.40 -

Note:- 1) The above amounts are as per the Restated Consolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited.

F-120

Annexure XXV - Statement of Accounting Ratios (on restated Profits/ Losses)

Particulars Year ended

March 31, 2009

Year ended

March 31, 2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Basic Earnings / (Loss) per share (Rs.) 0.58 (1.65) (6.20) (6.75) (1.07) Diluted Earnings/ (Loss) per share (Rs.) 0.58 (1.65) (6.20) (6.74) (1.07) Return on Net Worth % 1.91% -4.91% -30.35% -18.51% -40.48% Net Asset Value per share (Rs.) 30.58 33.13 19.36 18.23 2.47 Weighted average number of equity shares used for: Basic Earnings/ (Loss) per share 226,666,533 223,022,006 171,123,304 85,025,352 79,239,820 Diluted Earnings/ (Loss) per share 226,666,533 223,090,583 171,123,304 85,061,781 79,243,957

Ratios have been computed as per the following formulas

Net Profit/(loss) after Tax but before extra-ordinary items, as restated attributable to equity shareholders

Basic Earnings/ (Loss) per share (Rs.) =

Weighted average number of equity shares outstanding during the year

Net Profit/(loss) after Tax but before extra-ordinary items, as restated attributable to equity shareholders Diluted Earnings/ (Loss) per share (Rs.) =

Weighted average number of dilutive equity shares outstanding during the year

Net Profit/(loss) after Tax but before extra-ordinary items, as restated attributable to equity shareholders Return on Net Worth (%) = Net Worth, as restated, at the end of the year

Net Worth, as restated, at the end of the year Net Asset Value (NAV) per share (Rs.)= Number of equity shares outstanding at the end of year

1. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of

the year, adjusted by the number of equity shares issued during the year multiplied by the time-weighting factor. The time-weighting factor is the number of days for which the specific shares are outstanding as a proportion of the total number of days during the year.

2. Net profits/(losses), as appearing in the Restated Summary Statement of Profits and Losses of the respective years, have been considered for the purpose of computing the above ratios. These ratios are computed on the basis of Restated Consolidated Summary Statements of the Company.

3. Earnings per share calculations are in accordance with Notified Accounting Standard 20 'Earnings per Share'.

4. Net worth means Equity share capital + Preference share capital + Share application money pending allotment + Reserves and Surplus (excluding Amalgamation Reserve and Revaluation Reserve) - Miscellaneous expenditure not written off or adjusted - Debit balance in Profit and Loss account.

5. The figures above are based on the Restated Consolidated Summary Statements of Assets and Liabilities and Profits and Losses of Fortis Healthcare Limited.

F-121

Annexure XXVI - Detail of Secured and Unsecured Loans Secured Loans

(Rs. in millions) S.no. Particulars As at

March 31,

2009

As at

March 31,

2008

As at

March 31,

2007

As at

March 31,

2006

As at

March 31,

2005

I) Working capital loans

A From banks 1 Secured by first pari passsu charge over moveable fixed assets at

Fortis Hospital, Mohali and charge over stock and book debts of the Company and is further secured by corporate guarantee of RHC Holding Private Limited, a company under the same management.

37.22 32.43 16.90 20.79 -

2 Secured by first pari passsu charge over moveable fixed assets at Fortis Hospital, Mohali and charge over stock and book debts of the Company.

28.08 - - - -

3 Secured by second charge on all present and future fixed assets of the Company on pari passu basis with other lenders.

- - 10.42 41.14 -

4 Secured by first pari passu hypothecation charge over present and future current assets of the Company, with an asset cover of 1.35 times.

- - - - 20.53

5 Secured by way of hypothecation of stocks and book debt of Escorts Hospital and Research Centre Limited (EHRCL), a subsidiary of the Company.

- - - 4.32 -

6 Secured by way of hypothecation of stocks of medicines including life saving drugs at Escorts Heart and Super Speciality Institute Limited (EHSSIL), a subsidiary of the Company and is further secured by a corporate guarantee given by Escorts Heart Institute and Research Centre Limited (EHIRCL), a subsidiary of the Company.

- - 5.77 12.87 -

7 Secured by exclusive charge on current assets and further secured by second pari passu charge on the fixed assets of International Hospital Limited (IHL), a subsidiary of the Company.

29.91 - - - -

8 Secured by exclusive charge on current assets and further secured by second pari passu charge on the fixed assets of Escorts Heart and Super Speciality Hospital Limited (EHSSHL), a subsidiary of the Company.

24.79 - - - -

9 Secured by second charge on equitable mortgage of the land and building of the Hospital at Banglore belonging to Lalitha Healthcare Private Limited ('LHPL') and by hypothecation of medical equipments, furniture & fixtures and other assets acquired out of the term loan. The loan is further secured by personal guarantees of the Directors of LHPL.

7.36 - - - -

Sub total 127.36 32.43 33.09 79.12 20.53

II) Term loans A) Long term loans From banks 1 Secured by first charge by way of hypothecation of all present and

future moveable properties of the Company which inter alia include plant and machinery, medical equipments, computers, furniture and fixtures and other fixed assets installed / stored at Fortis Hospital, Mohali or kept at any other hospital site excluding vehicles hypothecated against specific loans. The loan is further secured by Corporate Guarantee of Malav Hodings Limited, a company under the same management (ECB Loan denominated in foreign currency).

49.10 113.48 204.52 295.12 327.90

2 Secured by pledge of 1,800,000 equity shares of EHIRCL, a subsidiary of the Company.

- - 2,073.00 3,000.00 -

F-122

S.no. Particulars As at

March 31,

2009

As at

March 31,

2008

As at

March 31,

2007

As at

March 31,

2006

As at

March 31,

2005

3 Secured by second charge by way of hypothecation over movable fixed assets of the Company and further secured by pledge of 7,50,000 Equity Shares of Ranbaxy Laboratories Ltd (RLL) held by RHC Holding Private Limited, a company under the same management.

- - - 500.00 -

4 Secured by way of first and exclusive charge on specific medical equipments of the Company.

28.29 38.75 - - -

5 Secured by way of subservient charge on the movable fixed assets of the Company and also secured by pledge of 10,417,000 equity shares of the Company held by Fortis Healthcare Holdings Limited ('FHHL'), the holding company.

- 199.98 - - -

6 Secured by way of first and exclusive hypothecation/ mortgage charge on the existing and future movable and immovable fixed assets of IHL, a subsidiary of the Company.

368.90 476.92 493.90 435.69 379.95

7 Secured by way of first and exclusive charge over the moveable and immoveable assets and further secured by equitable mortgage of the land and building of EHRCL, a subsidiary of the Company.

- 54.90 104.90 135.82 -

8 Secured by way of equitable mortgage of land and buildings and hypothecation of all other fixed assets of Escorts Heart and Super Speciality Institute Limited ('EHSSIL'), a subsidiary of the Company and is further secured by a corporate guarantee given by EHIRCL, a subsidiary of the Company.

- 248.90 248.90 248.90 -

9 Secured by way of mortgage of land situated at Jaipur belonging to EHSSHL, a subsidiary of the Company.

122.85 231.25 150.00 - -

10 Secured by first charge on residential flats of Hiranandani Healthcare Private Limited (HHPL), a subsidiary of the Company.

- 34.72 34.82 - -

11 Secured by first charge on the specific equipments of HHPL, a subsidiary of the Company.

- 2.36 - - -

12 Secured by first charge over the assets financed. 7.30 - - - - 13 Secured by way of first charge on movable and immovable fixed

assets and current assets of EHSSIL, a subsidiary of the Company. It is further secured by a corporate guarantee given by the Company.

250.00 - - - -

14 Secured by way of pari passu first charge on current assets, movable and immovable fixed assets of Fortis Hospotel Limited ('FHTL'), a susbidiary of the Company, situated at Shalimar Bagh including deposit of original title deeds of land at Shalimar Bagh with an intent to create mortgage and an irrevocable corporate guarantee of the Company and pledge of 30% shares of FHTL held by the Company. The loan is further secured by extenstion of equitable charge on hospital property at Noida belonging to IHL, another subsidiary of the Company.

120.00 - - - -

15 Secured by way of first charge on fixed assets of FHTL, a subsidiary of the Company, situated at Shalimar Bagh and Gurgaon and is further secured by an irrevocable corporate guarantee of the Company.

250.00 - - - -

16 Secured by equitable mortgage of the land and building of the Hospital at Banglore belonging to LHPL, a subsidiary of the Company and by hypothecation of medical equipments, furniture & fixtures and other assets acquired out of the term loan. These loans are further secured by equitable mortgage of the immovable property belonging to one of the Director and personal guarantees of two of the Directors of LHPL.

111.40 - - - -

17 Secured by hypothecation over the assets financed. 4.19 - - - - 18 Secured by second charge on equitable mortgage of the land and

building of the Hospital at Banglore belonging to LHPL and by hypothecation of medical equipments, furniture & fixtures and other assets acquired out of the term loan. The loan is further secured by personal guarantees of the Directors of LHPL.

3.52 - - - -

19 Interest accrued and due 4.49 5.09 5.38 - - From bodies corporate 1 Secured by first charge by way of hypothication of specific

equipments of the Company. 98.24 125.50 150.00 - -

2 Secured by way of first and exclusive charge over the specific assets of EHIRCL, a subsidiary of the Company.

76.25 129.22 45.87 65.80 -

3 Secured by way of first and exclusive charge over the specific assets of EHSSHL, a subsidiary of the Company.

34.22 - - - -

F-123

4 Secured by way of first and exclusive charge over all the movable properties, whether present or future and additionally secured by immovable properties of the hospital at Jaipur belonging to EHIRCL, a subsidiary of the Company.

- - - 50.00 -

5 Secured by way of subservient charge on present and future fixed assets of the Company and subservient mortgage and charge on hospital property of IHL, Noida (a subsidiary of the Company), except assets of Escorts Heart Institute and Research Centre Limited and its subsidiaries (till the time all the legal proceedings in respect thereof are settled). This is also secured by way of pledge of 22,000,000 equity shares of the Company held by FHHL, the holding company and the personal guarantee of the Managing Director of the Company.

642.86 750.00 - - -

6 Secured by way of first and exclusive charge over the assets financed of LHPL.

3.55 - - - -

Sub total 2,175.16 2,411.07 3,511.29 4,731.33 707.85

F-124

S.no. Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at March

31, 2005

B) Short term loans

From banks

1 Secured by way of subservient charge on the movable fixed assets of the Company and also secured by pledge of 10,417,000 equity shares of the Company held by FHHL, the holding company.

250.00 300.00 - - -

2 Secured by pledge of 7,692,400 equity shares of the Company held by FHHL, the holding company and the personal guarantee of the Managing Director of the Company.

500.00 - - - -

3 Secured by way of first equitable mortgage charge on land, building and immovable fixed assets of EHRCL, a subsidiary of the Company and is further secured by corporate guarantee of the Company and EHRCL.

500.00 - - - -

Sub total 1,250.00 300.00 - - -

III) Vehicle loans

1 Secured by hypothecation of respective vehicles.

5.73 10.56 12.78 9.05 2.71

2 Secured by hypothecation of respective vehicles and further secured by the personal guarantee of the Directors of LHPL.

0.44 - - - -

Sub total 6.17 10.56 12.78 9.05 2.71

Grand Total 3,558.69 2,754.06 3,557.16 4,819.50 731.09

F-125

Annexure XXVI - Detail of Secured and Unsecured Loans

Unsecured Loans

S.no. Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

A From banks

1 Obtained by pledge of 1,573,000 equity shares of RLL held by RHC Holding Private Limited, a company under the same management.

- - - 300.00 -

2 Obtained by pledge of 1,282,100 shares of RLL held by Oscar Investments Limited.

- - 250.00 - -

3 Others 64.58 776.31 1,692.94 455.52 -

B From bodies corporate 1,159.20 222.00 421.84 409.60 -

C Interest accrued and due 7.55 2.21 - - -

Total 1,231.33 1,000.52 2,364.78 1,165.12 -

Notes 1. Interest on Overdraft facility/ Working capital demand loans was payable in the range of 8.5% to 12%;

8.5% to 11.75%; 8.55% to 10%, 12.5% and 11.25% to 12.50% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively.

2. Interest on Term loans from banks was payable in the range of 8.50%-11%; 7.5% to 10%; 8.75% to 13%; 6% to 16.75% and 9.05% to 19.5% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively. Foreign currency loan carries interest in the range of 3.3% to 4.27%; 4.27% to 6.36%, 6.36% to 7.08%, 6.56% to 7.17% and 4.42% to 6.56% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively.

3. Interest on Term loans from body corporates was payable in the range of 8.75% to 9%, 8.75% to 10.75%; 10.75% to 12.25% and 10.75% to 12.50% per annum for the years ended March 31, 2006, 2007, 2008 and 2009 respectively.

4. Interest on Short term loans from banks was payable in the range of 8.40% to 8.99% and 8.77% to 13.75% per annum for the year ended March 31, 2008 and 2009 respectively.

5. Interest on Vehicle loans was payable in the range of 10% to 11.78%; 6.23% to 8.75%; 6.23% to 12.15%; 6.23% to 14.44% and 6.23% to 14.44% per annum for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 respectively.

6. Interest on Unsecured loans from banks was payable in the range of 8.5% to 11%; 8.5% to 12.5%; 10.5% to 15.50% and 10.75% to 15.50% per annum for the year ended March 31, 2006, 2007, 2008 and 2009 respectively.

7. Interest on Unsecured loans from bodies corporate was payable in the range of 8% to 9.25%; 9.5% to 12%; 9.5% to 13% and 12.50% to 13% per annum for the year ended March 31, 2006, 2007, 2008 and 2009.

8. Amounts due to promoter group companies are as under:

F-126

S.no.

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at March 31,

2005

From promoter group

companies 1 RHC Holding Private Limited

(formerly Ranbaxy Holding Company)

133.50 112.00 396.88 5.13 -

2 Oscar Investments Limited 1,010.00 110.00 - - -

9. The above amounts are as per the Restated Consolidated Summary Statement of Assets and Liabilities of

Fortis Healthcare Limited.

F-127

Annexure XXVII - Details of Other Income, as restated

(Rs. in millions)

Particulars Year Ended

March 31,

2009

Year Ended

March 31,

2008

Year Ended

March 31,

2007

Year Ended

March 31,

2006

Year Ended

March 31,

2005

Other income 260.75 407.40 45.57 15.36 32.61

Net Profits/ (losses) before tax, as restated after prior

237.39 (173.43) (988.75) (583.05) (58.53)

period and extraordinary items

Percentage 110% -* -* -* -*

(Rs. in millions)

Source of Other Income Year Ended

March 31,

2009

Year Ended

March 31,

2008

Year Ended

March 31,

2007

Year Ended

March 31,

2006

Year Ended

March 31,

2005

Nature Related/Not

related to

Business

activity

Profit on redemption of mutual funds

0.54 4.53 - - - Non-Recurring Non Related

Interest 181.19 306.29 27.41 7.69 4.51 Recurring Non Related

Exchange gain - 15.39 6.07 - 12.54 Non-Recurring Related

Claim Received Against Keyman Insurance Policy

13.46 31.89 - - - Non-Recurring Non Related

Profit on Sale of Investment 46.07 - - - - Non-Recurring Non Related

Profit on Sale of Fixed Assets (Net)

- 15.94 0.99 0.74 - Non-Recurring Related

Miscellaneous income 19.49 33.36 11.10 6.93 15.56 Recurring Related

Total 260.75 407.40 45.57 15.36 32.61

Notes : (i) * Since there is a net loss before tax, as restated, the percentages have not been shown. (ii) The details of 'Other Income' disclosed above are stated after adjusting the effect of restatement. The same have been shown gross of restatement in the Summary Statement of Profits and Losses, as restated and the adjustments have been listed separately under note 2 'Material Adjustments' in the Notes to Restated Consolidated Summary Statements (Annexure VI). (iii) The classification of other income as recurring/non-recurring and related/not related to business activity is based on the current operation and business activity of Fortis Healthcare Limited as determined by the manangement. (iv) The above amounts are as per the Restated Consolidated Summary Statement of Profits and Losses of Fortis Healthcare Limited.

F-128

Annexure XXVIII - Capitalisation Statement as at March 31, 2009

(Rs. in millions)

Particulars Pre Issue Post Issue

Borrowings

Short term debt 3,200.16

Long term debt 1,589.86

Total debts 4,790.02

Shareholders' funds

Equity share capital 2,266.67

Zero percent redeemable preference share capital 120.40

Reserves and surplus 7,043.78

Profit and loss account (debit balance) (2,479.53)

Miscellaneous expenditure (to the extent not written off or adjusted) (5.01)

Total shareholders' funds 6,946.31

Long Term debt / equity ratio 0.23

Notes: 1) Short term debt represents debts which are due within twelve months from 31st March, 2009. 2) Long term debt represents debt other than short term debt as defined above. 3) Reserves and surplus represent reserves arising out of amalgamation of Fortis Medical Centre Holdings

Limited with the Company and the securities premium received at the time of issue of equity and preference share capital. It excludes revaluation reserve.

4) Long Term Debt/Equity ratio :- Long Term Debt / Total Shareholder's funds 5) Since March 31, 2009, preference share capital has been reduced from Rs 120.40 million to Rs 45.86

million by way of issuing 260,000 Class 'C' zero percent redeemable preference shares of Rs. 10 each, at a premium of Rs. 9,990 per share and redeeming 8,404,000 Class 'C' zero percent redeemable preference shares of Rs. 9 each and 150,000 Class 'C' zero percent redeemable preference shares of Rs. 10 each."

6) The above amounts are as per the Restated Consolidated Summary Statement of Assets and Liabilities of Fortis Healthcare Limited.

F-129

FORTIS HEALTHCARE LIMITED

ANNEXURE XXIX: STATEMENT OF TAX SHELTER (CONSOLIDATED)

(Rs. in millions)

Particulars Year ended March

31, 2005

Year ended March

31, 2006

Year ended March

31, 2007

Year ended March

31, 2008

Year ended March

31, 2009

Net Profits/(Losses) before tax as restated (a)

(168.16) (508.27) (930.98) (377.37) 262.12

Income tax rates applicable 36.59% 33.66% 33.66% 33.99% 33.99%

Tax at notional rates (61.53) (171.08) (313.37) (128.27) 89.10

Income tax provision in books - 25.40 86.81 (4.00) 6.40

Deferred tax charge/ (benefit) - (3.14) (13.00) 6.07 20.72

Permanent Differences

Expenses disallowed under Income Tax

19.33 12.55 33.48 18.93 (11.61)

Profit on sale of investment - - - - (24.41)

Loss on sale of assets under slump sale

- - - - 64.70

Total (b) 19.33 12.55 33.48 18.93 28.68

Temporary Differences

Difference between tax depreciation and book depreciation

(118.71) (4.29) (85.42) (65.27) (5.98)

Provision for doubtful debts & advances

2.97 39.72 35.76 (25.95) (53.61)

Provision for Gratuity & Leave Encashment

(5.33) 15.02 74.14 (26.52) (53.09)

Other disallowances 1.43 22.49 32.35 (27.13) (3.46)

Total (c) (119.64) 72.94 56.83 (144.87) (116.14)

Long Term Capital Loss carried forward (d)

- - - - (155.54)

Short Term Capital Loss carried forward (e)

- - - - (59.28)

Net adjustments (f=b+c+d+e) (100.31) 85.49 90.31 (125.94) (302.28)

Business losses carried

forward for set off in

subsequent years (g=a+f)

(268.47) (422.78) (840.67) (503.31) (40.16)

F-130

Notes to the Tax Shelter Statement 1. The aforesaid Statement of Tax Shelters has been prepared as per the Restated Consolidated Summary

Statement of Profits and Losses of Fortis Healthcare Limited. 2. Net Profits/(Losses) before tax as restated = Profits/(Losses) before tax + Extra-ordinary Items + Prior

Period Items + Adjustments (excluding the impact of adjustments relating to tax) as per the Restated Consolidated Summary Statement of Profits and Losses of Fortis Healthcare Limited.

3. The permanent/timing differences have been computed considering the acknowledged copies of the income-tax returns filed by the companies for each of the respective years presented in the above statement. Disallowances made by the tax authorities on account of assessments, proceedings etc. have not been considered in the above statement as the companies are in appeals for these years and believes that the said additions/ disallowances will not sustain at the higher appellate forum.

4. The figures for the year ended March 31, 2009 are based on the provisional computation of total income prepared by the companies for the year then ended and are subject to any changes that might be considered by the companies at the time of filing its return of income for the AY 2009-10.

As per our report of even date For S.R. Batliboi & Co. Chartered Accountants per Pankaj Chadha Partner Membership No.: 91813 Place : Gurgaon Date: September 10, 2009

F-131

FINANCIAL INFORMATION AS REQUIRED UNDER SCHEDULE VIII PART A ITEM NO.

(IX)(B)(5)(a) & (b) OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL

AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009

To, The Board of Directors, Kanishka Housing Development Company Limited, Mumbai. Dear Sirs, We have examined the financial statements of Kanishka Housing Development Company Limited for the financial years ended 31ST March 2009, 31ST March 2008, 31ST March 2007, 31ST March 2006, and 31ST March 2005. These financial statements have not been audited by us. The financial statements enclosed with this report have been presented in accordance with the format prescribed under Schedule VI of the Companies Act 1956 (Annexure I). As required under schedule VIII part A item no.(IX)(B)(5)(a) & (b) of Securities and Exchange Board of India (Issue of Capital and disclosure requirements) Regulations, 2009, we have examined the financial information contained in Annexure attached to this report which is proposed to be incorporated in the Offer Document of Fortis Healthcare Limited (‘The Company’) in connection with its proposed right issue of equity shares of Rs. 10/- each, at such premium, as may be decided by the Board of Directors. Schedule VIII part A item no.(IX)(B)(5)(a) & (b) of Securities and Exchange Board of India (Issue of Capital and disclosure requirements) Regulations, 2009, inter-alia, require that if the proceeds or any part of the proceeds of the issue of shares are to be applied for the acquisition of shares in any other body corporate (‘the subsidiary’) and by reason of that acquisition, the body corporate will become a subsidiary of the issuer company then, a report made by accountants upon the profits and losses and assets and liabilities of the subsidiary for the preceding five years indicating how the profits or losses of the subsidiary would have concerned the members of the issuer company and what allowance would have fallen to be made and in relation to the assets and liabilities so dealt with for holders of other shares, if the issuer company had at all material times held the shares to be acquired. We understand that a part of the proceeds of the proposed rights issue of the Company is proposed to be utilized for acquiring 100 % percent stake in M/s Kanishka Housing Development Company Limited, and hence no Profits / Losses or Assets / Liabilities would have fallen to be made in relation to the minority interest. Based on our examination of the financial statements provided to us, of the Company, Kanishka Housing Development Company Limited, we certify that the enclosed Financial Statements, schedule VIII part A item no.(IX)(B)(5)(a) & (b) of Securities and Exchange Board of India (Issue of Capital and disclosure requirements) Regulations, 2009, have been drawn up following the Accounting Standards issued by the Institute of Chartered Accountants of India and the Financial Statements for the years ended on 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006, and 31st March 2005, have been presented in Annexure IA and IB of this report. Thanking you, For I.M.Puri & Co Chartered Accountants Sudhir Sharma (Partner) Membership No-097380 Place: New Delhi Date: September 08, 2009

F-132

KANISHKA HOUSING DEVELOPMENT COMPANY LIMITED ANNEXURE IA - SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs. in millions)

Particulars As at March

31, 2009

As at March

31, 2008

As at March 31,

2007

As at March

31, 2006

As at March 31,

2005

Fixed Assets Gross Block 1.90 1.90 1.90 1.90 1.90 Total 1.90 1.90 1.90 1.90 1.90

Current Assets, Loans and Advances Cash and Bank Balances - - 0.02 0.02 0.03 Loans and Advances 1.52 0.66 0.16 - - Total 3.42 2.56 2.08 1.92 1.93

Liabilities and Provisions Unsecured Loans 1.75 0.97 0.41 0.95 0.95 Current Liabilities 0.01 0.01 - - - Provisions 0.19 0.17 0.17 - - Total 1.95 1.15 0.58 0.95 0.95

Net Worth 1.47 1.41 1.50 0.97 0.98

Equity Share Capital 1.03 1.03 1.03 1.03 1.03 Reserves and Surplus 0.44 0.38 0.47 - - Less: Debit balance of Profit and Loss account - - - 0.06 0.05 Net Worth 1.47 1.41 1.50 0.97 0.98

As per our report of even date For I.M. Puri & Co. Chartered Accountants Sudhir Sharma (Partner) Membership No.: 97380 Place : New Delhi Date : September 08, 2009

F-133

KANISHKA HOUSING DEVELOPMENT COMPANY LIMITED

ANNEXURE IB - SUMMARY STATEMENT OF PROFITS AND LOSSES

(Rs. in millions)

Particulars Year ended

March 31, 2009

Year ended

March 31,

2008

Year ended

March 31, 2007

Year ended

March 31, 2006

Year ended

March 31, 2005

Income

Operating Income 3.78 2.10 0.71

Total Income 3.78 2.10 0.71 - -

Expenditure

General and Administration Expenses 3.70 2.19 0.01 0.01 0.05

Total Expenditure 3.70 2.19 0.01 0.01 0.05

Profits / (Losses) before Tax 0.08 (0.09) 0.70 (0.01) (0.05)

Provision for tax 0.02 - 0.17 - -

Net Profits / (Losses) 0.06 (0.09) 0.53 (0.01) (0.05)

Profit and Loss account brought forward from previous year

0.38 0.47 (0.06) (0.05) -

Balance Carried Forward 0.44 0.38 0.47 (0.06) (0.05)

As per our report of even date

For I.M. Puri & Co.

Chartered Accountants

Sudhir Sharma

(Partner)

Membership No.: 97380

Place : New Delhi

Date : September 08, 2009

275

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS You should read the following discussion of our financial condition and results of operations together with our

restated consolidated and unconsolidated summary financial statements as on and for Fiscal 2007, 2008 and

2009, including the schedules, annexure and notes thereto and the reports thereon. These financial statements

are prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the

SEBI Regulations. Indian GAAP differs in certain material respects from generally accepted accounting

principles in other jurisdictions, including IFRS. These financial statements, including the schedules, annexure

and notes thereto and the reports thereon have been included in this Letter of Offer in the section titled

"Financial Statements” beginning on page F-1 of this Letter of Offer.

Our fiscal year ends on March 31 of each year, so all references to a particular Fiscal are to the twelve-month

period ended March 31 of that year.

This discussion contains forward-looking statements and reflects our current views with respect to future events

and financial performance. Actual results may differ materially from those anticipated in these forward-looking

statements as a result of certain factors such as those set forth in the section titled “Risk Factors” and “Our

Business” beginning on pages viii and 76, respectively, of this Letter of Offer. Overview We are the second largest private healthcare chain in India, next only to the Apollo group, according to the CRISIL Research Annual Review on the Hospitals industry - May 2008. We currently have a network of 28 healthcare delivery facilities, including 16 hospitals, of which 15 are in India and one is in Mauritius, and 12 satellite and heart command centers, of which 11 centers are in hospitals across India and one satellite center is in Afghanistan. Our network of 16 hospitals comprises seven hospitals that are wholly owned or majority owned by us, four associate hospitals in which we own less than a majority interest, of which two are also operated and managed by us pursuant to Operation & Management (“O&M”) contracts, one hospital, Fortis Escorts Hospital - Raipur, which we operate in collaboration with the Government of Chhattisgarh and four remaining hospitals which are operated and managed by us but owned by or leased from trusts, societies or other entities. We also have 12 satellite and heart command centers which are operated and managed by us but owned or leased from others. See also “—Our Network” in the section titled “Our Business” beginning on page 76 of this Letter of Offer. During Fiscal 2009, we performed approximately 5,400 heart surgeries, 6,000 angioplasties, 15,200 angiographies, 2,800 other cardiac procedures, 4,950 orthopedic surgeries and 1,300 neuro surgeries across our network of healthcare delivery facilities. We currently have approximately 2,101 operational inpatient beds (i.e., beds in use, other than beds in emergency rooms and operating theaters and day care beds) across our network of 28 healthcare delivery facilities, with installed capacity for approximately 2,932 beds. For Fiscal 2009, the average occupancy rate and average income per bed in use at Fortis Hospital - Mohali, Escorts Hospital - Delhi, Fortis Hospital - Noida, Fortis Escorts Hospital - Faridabad, Fortis Escorts Hospital - Amritsar, Fortis Escorts Hospital - Jaipur and Fortis Escorts Hospital - Raipur were 72% and Rs.7.27 million, 71% and Rs.7.21 million, 65% and Rs.5.22 million, 77% and Rs.2.82 million, 65% and Rs.3.13 million, 54% and Rs.3.55 million and 53% and Rs.2.17 million, respectively. Our primary sources of income are: (i) inpatient and outpatient hospital services; (ii) hospital operating and management fees; and (iii) retail sales at the pharmacies we run at certain of our owned hospitals. In addition, we receive income from rent or access fees, paid by third-party vendors who are on-site at our owned hospitals, such as pharmacies, banks and ATMs, gift shops and cafeterias. We also receive income from the Fortis Inn rehabilitation center for patients and their visitors at Fortis Hospital - Mohali.

276

Factors affecting our financial condition and results of operations Our results of operations and financial condition are affected by a number of factors, including the following, which are of particular importance:

Acquisitions, Development Projects and Future Expansion

The growth of our business depends on our ability to develop, acquire and manage additional hospitals. We maintain a flexible approach to expansion of our hospital network and seek to identify suitable greenfield sites for new hospitals, acquisition candidates or hospital management opportunities. We have grown from one hospital in Mohali in 2001 to our current network of 28 healthcare delivery facilities. In September 2005, we acquired a 89.99% interest in Escorts Heart Institute and Research Centre Limited, a provider of private healthcare services, for a total consideration of Rs.5,850.10 million. The acquisition of the Escorts hospitals was significant and increased our expertise and prominence, especially in the cardiac care specialty area, and enhanced our profile among patients. EHIRCL currently owns and operates Escorts Hospital - Delhi and Fortis Escorts Hospital - Amritsar, operates and manages Fortis Escorts Hospital - Raipur in collaboration with the Government of Chhattisgarh and operates and manages 10 satellite and heart command centers. In March 2006, we acquired a 100% interest in Fortis Hospotel Limited for a total consideration of Rs.30.5 million. FHTL has a perpetual O&M contract for the Fortis Flt. Lt. Rajan Dhall Hospital in Vasant Kunj, Delhi and has rights over properties in Shalimar Bagh and Gurgaon in the National Capital Region, on which two of our hospitals projects are currently under development. FHTL paid Rs.350 million to obtain the perpetual right to operate the Fortis Flt. Lt. Rajan Dhall Hospital and as on March 31, 2009, we had spent Rs.153.27 million on improvements to the hospital building and Rs.411.75 million on medical and other equipment, plant and machinery, furniture and fixtures, vehicles and computers to which we retain title. In respect of our 258 beds hospital project under development in Shalimar Bagh, we estimate that we will incur approximately Rs.2,000 million in capital expenditures, of which approximately Rs.1,083.77 million had been incurred as on July 31, 2009, including Rs.822.71 million from the proceeds of the initial public offering of the Company completed in Fiscal 2008. Our super-specialty hospital under development in Gurgaon is expected to have 350 operational beds and we expect to incur approximately Rs.4,500 million in capital expenditures, of which approximately Rs.1137.4 million has already been incurred as on August 20, 2009. We propose to invest Rs.2,000 million of the Net Proceeds of the Issue for the construction and development of the 350 bed hospital in Gurgaon. In February 2007, we acquired a 99.99% interest in Hiranandani Healthcare Private Limited for a consideration of Rs.10 million, as well as a payment of approximately Rs.206.02 million to its then-existing shareholders and lenders to settle HHPL’s then-existing indebtedness. We later transferred 60% of the equity share capital of HHPL to FHHL, a Promoter company, and therefore, we currently own 39.99% of HHPL. HHPL recently completed the construction of the Hiranandani Hospital Vashi in Navi Mumbai, a super-specialty hospital, which commenced commercial operations on March 4, 2009. We also increased our equity interest from 5% in January 2006 to 31.26% in September 2007 in Sunrise Medicare Private Limited that owns Fortis La Femme in Delhi, which we operate and manage pursuant to an O&M contract. In July 2007, we completed the acquisition of a 100% interest in International Hospital Limited for a total consideration of Rs.402.51 million. Although the IHL acquisition was not completed until July 2007, the results of IHL have been included in our restated consolidated summary financial statements with effect from December 20, 2002, the date on which IHL became a board-controlled subsidiary of the Company. In February 2008, IHL completed the acquisition of a 48.83% interest in Malar Hospitals Limited, a listed Indian company that owns Fortis Malar Hospital in Chennai, for a total consideration of Rs.272.37 million. Recently, IHL acquired further 1.03% stake in Malar Hospitals Ltd. for a total consideration of Rs. 4.23 million. On an aggregate, IHL now owns 49.86% stake in MHL for total consideration of Rs. 276.60 million. Recently, in January 2009, IHL, through its subsidiary, acquired a 28.89% interest in Medical and Surgical Centre Limited, a listed Mauritius company that owns Fortis Clinique Darné hospital in Mauritius, for a total consideration of MUR86.68 million (approximately Rs.133.48 million). In February 2009, IHL increased its equity interest in Lalitha Healthcare Private Limited, which owns Fortis Hospital Seshadripuram in Bangalore, to 67.23%, and

277

paid a total consideration of Rs.50.28 million for the acquisition as well as an unsecured loan of Rs.5 million to LHPL. IHL also currently owns and operates Fortis Hospital – Noida, Fortis Escorts Hospital – Faridabad and Fortis Escorts Hospital – Jaipur. In addition, IHL’s subsidiary operates and manages Fortis Clinique Darné pursuant to an O&M contract. We also operate and manage the Jessa Ram Hospital in Delhi, Fortis Hospital Seshadripuram in Bangalore, Fortis Modi Hospital in Kota and the S.L Raheja Hospital in Mumbai pursuant to O&M contracts. Other than payment for building improvements and expenditures on medical and other equipment, plant and machinery, furniture and fixtures, vehicles and computers to which we retain title at Fortis Flt. Lt. Rajan Dhall Hospital, and, in some other cases, purchasing medical equipment which we lease to the hospital, we are generally not responsible for capital expenditures at our O&M contract hospitals. Operating expenses are also paid by the hospital owners. Under our O&M contracts, we receive a percentage of gross revenue, and in some contracts, a percentage of gross billings or the surplus generated from running the hospital, with certain additional variations in the O&M contracts. However, even with an O&M contract hospital, we may experience periods of little or no profit as we redefine the role of the hospital after assuming the O&M responsibilities therefor. Acquisitions of existing hospitals and building hospitals on greenfield sites tend to require substantial cash payments, either to fund the purchase price or to acquire the land, hospital buildings and equipment and to finance the operations of the hospital. We typically take a number of steps to increase operating income when we acquire an existing hospital. These efforts often result in cost increases to expand services, upgrade facilities, strengthen medical staff and improve market position. In addition, our acquisitions also involve costs related to the integration of the acquired hospitals, including costs associated with unforeseen legal, regulatory, contractual, labor or other issues. The businesses that we acquire may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations, and we may become liable for the past activities of such businesses. As a result of these high costs, owned hospitals, especially a greenfield hospital, will typically operate at a loss for a couple of years before achieving profitability. Consequently, the financial performance of a newly acquired hospital or a greenfield hospital may adversely affect our overall operating margins in the short term. However, we believe that this effect is mitigated by our expanded financial base resulting from the acquisition or management of additional hospitals. As such, while we have incurred restated consolidated net losses in previous years, including a restated consolidated net loss as allocable to the shareholders of the Company of approximately Rs.368.92 million in Fiscal 2008, we have recorded a restated consolidated net profit as allocable to the shareholders of the Company of Rs.196.29 million in the Fiscal 2009. In the future, we intend to continue to seek expansion opportunities through strategic acquisitions. We intend to utilize Rs.2,000 million of the Net Proceeds of the Issue towards future acquisitions. For further details, see the sections titled “Objects of the Issue” and “Wockhardt Hospitals Acquisition” beginning on pages 43 and 117, respectively, of this Letter of Offer. EHIRCL and Other Litigation

EHIRCL is involved in various significant legal proceedings including litigation challenging (i) its right to a leasehold interest in the land on which Escorts Hospital - Delhi is located, (ii) its corporate existence, and, by implication, the validity of the acquisition of the Escorts hospitals acquisition, (iii) the application of a condition in an allotment letter in respect of Escorts Hospital - Delhi requiring the provision of free treatment to indigent patients at Escorts Hospital – Delhi and (iv) certain income tax exemptions claimed by EHIRCL’s predecessors. The proceedings are in various stages and the outcome is uncertain. If any of these matters is resolved in a manner adverse to us, we could be required to make large payments to governmental authorities or could, in certain circumstances, lose our right to the shares of EHIRCL for which we paid Rs.5,850.10 million, our right to the hospitals owned by EHIRCL or our right to operate our inpatient business at Escorts Hospital - Delhi or use the assets and revenues of EHIRCL. Other than with respect to the tax litigation and the litigation challenging EHIRCL’s corporate existence, we may not have any recourse against the sellers in the Escorts hospitals acquisition. Although we may have a claim against the sellers in the Escorts hospitals acquisition for breach of warranty in the event the litigation challenging EHIRCL’s corporate existence is resolved in a manner adverse to us, we may not be successful in bringing any such claim and even if the claim is successful, in recovering amounts paid by us to the sellers.

278

In March 2007, the Delhi High Court delivered its order in a public interest litigation filed by the Social Jurist, a group of lawyers, regarding the applicability of conditions relating to the provision of free treatment to indigent patients in hospitals located on certain plots of land allotted by the DDA at concessional rates. The court directed that certain hospitals in Delhi, including the Escorts Hospital - Delhi facility and the Indian Spinal Injuries Center (a hospital in which we operate a heart command center for a fee based on its revenues) (a) provide free treatment (including free admission, beds, medication, treatment, surgery, nursing, consumables and non-consumables) to the extent of 10% of the total number of patients in the IPD and 25% of the total number of patients in the OPD with effect from the date the hospitals have become functional; and (b) repay an amount to a central corpus established by the High Court for non-compliance or partial compliance with the conditions since commencement of hospital operations. The High Court also appointed a special committee to determine the amount payable in terms of the Court’s directions. EHIRCL has filed an SLP against the High Court’s judgment in the Supreme Court of India. On January 4, 2008, the Supreme Court of India issued an interim order staying the operation of the direction of the High Court of Delhi in respect of operations and investigations such as X-ray, ultrasound and CT scan. The Supreme Court however directed that the petitioners should continue to provide 25% of the total number of patients in the OPD and 10% of the total number of patients in the IPD as free beds and provide treatment to such patients. Pursuant to the directions of the Delhi High Court, we may be required to make payments to the central corpus. Furthermore, we may prospectively be required to provide free treatment to comply with the High Court of Delhi’s directions. The payments that we may be required to make to the corpus, as well as the costs of compliance with this judgment, may have a material adverse effect on our business and financial results. In addition, the judgment of the High Court of Delhi may negatively affect certain of our other legal and regulatory proceedings currently pending before courts and government agencies, including the DDA. The land on which Fortis Flt. Lt. Rajan Dhall Hospital and Jessa Ram Hospital are situated are also subject to litigation. In the event of an adverse ruling, we may be unable to operate and manage these hospitals and recover investments made in them. In addition to the matters described above, we are subject to claims and legal proceedings in the ordinary course of business. The largest category of these proceedings relates to medical negligence. There are 102 cases for an aggregate amount of approximately Rs.286.01 million in various courts and agencies pending against the Company and its Subsidiaries concerning allegations of medical negligence at our hospitals and by our healthcare professionals, including 14 cases where the amount claimed as damages or otherwise is more than Rs.5 million. See the sections titled “Outstanding Litigation and Material Developments” and “Our Business — Legal Proceedings” beginning on pages 312 and 111, respectively, of this Letter of Offer for additional information regarding these proceedings.

Admissions and Average Income per Bed in Use

Our inpatient income is highly dependent on the occupancy rates at our hospitals. Our occupancy rates are critical to optimizing profitability at our facilities and form an integral part of our management information system. The occupancy rate of a hospital is a function of conversions of outpatients to inpatients and of direct admissions. As a significant portion of inpatient income is derived from medical services provided in the initial two to three days of an inpatient visit (with the remaining patient stay generating primarily occupancy income), we seek to increase our average income per bed in use by optimizing the length of patient stay, increasing capacity turnover, focusing on complex procedures with higher margins and achieving higher operating efficiency through the adoption of advanced technology and through the provision of improved medical services. In our cardiac care hospitals and departments, we also closely monitor our conversion rate, that is, the number of patients who were diagnosed after an angiography as requiring an invasive cardiac procedure who then follow through with such procedure at one of our hospitals. In addition, we monitor the reverse trend: the number of patients diagnosed elsewhere who choose to come to our facilities for treatment. Our conversion and reverse conversion rates are important tools in evaluating the performance of our cardiac care departments.

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Based on these rates, we determine the number of beds in a hospital allocated to cardiac care, equipment procurements, pricing of various procedures and advertising initiatives. We believe that the important factors influencing the overall utilization of a hospital include the quality and market position of the hospital and the number, quality and specialties of doctors providing patient care within the facility. Generally, we believe that the ability of a hospital to meet the healthcare needs of its community is determined by its breadth of services, level of technology, emphasis on quality of care and convenience for patients and doctors. Other factors which impact utilization include the growth in local population and local economic conditions. Utilization across the healthcare industry is also affected by improved treatment protocols as a result of advances in medical technology and pharmacology. The following table sets forth certain aggregate statistics for our owned hospitals, as well as Fortis Escorts Hospital - Raipur, for the years ended March 31, 2009, 2008, 2007 and 2006. For a discussion of the performance of our individual hospitals, see the section titled “Our Business” beginning on page 76 of this Letter of Offer.

Year ended March 31,

2009

2008

2007

2006

Number of hospitals at end of period(a) 8 8 7 7 Number of beds in use at end of period(b) 1,206 1,158 1,087 1,030 Inpatient admissions(c) 65,986 61,730 62,080 55,284 Outpatient registrations(d) 587,326 508,237 436,002 369,630 Average daily census(e) 1,798 1,562 1,365 1,164 FHL (Consolidated) - Average income per inpatient admission (Rs. in million)(f)

0.08 0.09 0.08 0.08

_________

Notes:

(a) This table includes operating statistics only for hospitals that are wholly owned or majority owned by the Company or its Subsidiaries and also includes Fortis Escorts Hospital – Raipur.

(b) Represents operational inpatient beds. Excludes beds in emergency rooms and operating theaters and day care beds. (c) Represents the total number of patients admitted (in the facility for period in excess of 23 hours) to our hospitals and is used by

management and certain investors as a general measure of inpatient volume. (d) Includes multiple visits by the same patient are counted separately, if billed separately. (e) Represents the average number of inpatient and outpatient registrations each day. (f) Represents consolidated total income (including income generated from O&M contracts and satellite and heart command centers)

divided by the number of inpatient admissions at our owned hospitals and Fortis Escorts Hospital – Raipur.

Equipment

The complex nature of the procedures we perform at our hospitals, in particular at our quaternary care “Centers of Excellence”, requires us to invest in technologically sophisticated equipment, such as robots and scopes used in minimally invasive surgeries. This equipment is generally very expensive and forms a major component of our annual capital expenditure budget. In addition, because we are committed to maintaining high standards of care, we are continuously upgrading and replacing this equipment as new technologies become available. This could make our existing equipment obsolete more quickly than anticipated. Moreover, as much of this equipment is manufactured outside India, we face foreign exchange risk when we purchase such equipment.

Pricing

Premium Pricing: Historically, we have been able to charge premium prices for our services above the rates charged for similar services by government-run facilities and smaller hospitals and we price our services at levels comparable to the prices charged by our corporate competitors. We are able to charge a premium to public facilities and smaller hospitals in part as a result of the number of prominent doctors on staff at our hospitals, as well as our focus on delivering high-end care with technologically advanced equipment in our operating theatres and comfortable recovery rooms. In addition, our prices at hospitals located in major metropolitan areas, especially our “hub” hospitals, tend to be higher than prices for similar procedures at our “spoke” hospitals, although within a hospital, we charge the same price for a procedure regardless of the type of recovery room a patient has chosen.

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We believe we are generally able to maintain charging premium prices without negatively impacting our patient volumes. Our ability to charge premium rates increases at a hospital as the hospital becomes more established and our name recognition increases. However, despite our ability to charge premium prices over government and small hospitals, a large proportion of our patients “price shop” when choosing a hospital at which to undergo a procedure as most patients do not have health insurance and must pay for their healthcare needs directly. We have attempted to reduce the effects of price shopping by offering package pricing, as discussed below, and by ensuring that our hospitals are staffed with highly-skilled doctors with strong reputations in the communities in which we operate.

Package Pricing: For a number of our more common procedures with predictable outcomes, we offer patients the option to pay a package price for a set range of services, including examinations, medical procedures, medications administered during their inpatient period and room charges, which varies by package. Our packages are determined on a hospital-by-hospital basis, and pricing varies depending on the risk profile of the patient. Package pricing is a common phenomenon at hospitals in India, and we believe a well-presented package provides patients with a degree of certainty about the costs of a procedure and offers us a predictable income stream per procedure. There is a risk, however, that we may define the parameters of a package too broadly for a given price and be unable to recoup our costs under such package. Conversely, we may define the parameters too narrowly; requiring the patient to pay for additional costs not included in the package and thus negate many of the benefits of the package pricing perceived by the patient.

Negotiated Rates: Many of our owned hospitals have entered into arrangements with large employers in the regions in which we operate to provide healthcare services to their employees or subscribers at discounted rates. In some cases, we provide discounts in the form of negotiated lower prices for individual procedures. We believe the increase in patient volumes that result from these arrangements more than offsets any discounts we provide under such arrangements. However, because the rates charged under these arrangements are set for a specified period, we may not be able to increase the prices we charge there under with the same flexibility as our published prices, even if our costs increase.

Upward Pressure on Wages and Other Expenses: The healthcare industry is relatively labor intensive and wages and other operating expenses have shown an upward trend. Suppliers also tend to pass on the effects of higher costs through increasing their supply prices payable by us. We try to offset the effects of increasing operating costs substantially through our efforts in reducing the Average Length of Stay (ALOS) for patients there by increasing the patient turnover and by adopting measures such as increasing our own charges, expanding our range of services, rationalizing manpower and implementing other cost control policies. However, we have not always been successful in controlling upward pressure on expenses, particularly in connection with salaries and retainer fees paid to doctors at our hospitals, and we may be unsuccessful in passing along higher prices in the future to our patients without affecting patient volumes.

Patient volumes

Patient volumes are driven by, among other things, the hospital image and brand reputation, the competitive cost of treatment, the type of services offered, the economic and social conditions of local communities, the degree of competition from other hospitals, seasonal illness cycles, climate and weather conditions, the clinical reputation of our doctors, doctor retention and attrition, negotiations or terminations of corporate contracts/empanelment in respect of employee healthcare needs and spending ability.

Service mix

Charges for inpatient and outpatient services vary significantly depending on the type of service, such as preventive care, medical, surgical or intensive care; the corporate payer; and the geographic location of the hospital. An increasing portion of our income is derived from the provision of services in the cardiac care, neuro-sciences, gastroenterology, metabolic diseases and orthopedics departments, and we expect the trend to continue in the near future, as the Indian economy grows and corresponding “lifestyle” diseases become more prevalent.

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Components of income and expenditure The following descriptions set forth information with respect to key components of our consolidated financial statements: Operating Income

Our operating income is mainly derived from the provision of healthcare services, consisting of hospital services, in particular, sophisticated inpatient surgical procedures, hospital management fees and the operation of retail pharmacies at some of our owned hospitals. For Fiscal 2008 on a consolidated basis, income from hospitals owned by us was Rs.4,998.96 million, representing 91.22% of our total income, and income from O&M contracts was Rs.71.99 million, representing 1.31% of our total income, while other income was Rs.408.94 million, representing 7.46% of our total income. For the Fiscal 2009, on a consolidated basis, income from owned hospitals was Rs.6,268.77 million, income from O&M contracts was Rs.36.68 million and other income was Rs.283.93 million representing 95.13%, 0.56% and 4.31%, respectively, of our total income. The components of our operating income are set forth below:

Inpatient income: Inpatient income represents income generated from the provision of inpatient services, including fees for medical services, food and beverages for patients and room charges, with fees for medical services representing the majority of the income. Inpatient income is recognized as and when the services are rendered. For Fiscal 2008, gross inpatient income represented 64.61% and 81.06% of our total unconsolidated and consolidated income, respectively. For the Fiscal 2009, gross inpatient income represented 71.75%, and 81.05% of our total unconsolidated and consolidated income, respectively.

Outpatient income: Outpatient income represents income generated from the provision of outpatient services at the hospitals we own, including fees for medical and diagnostic services. Outpatient income is recognized as and when the services are rendered. For Fiscal 2008, gross outpatient income represented 6.81% and 9.07% of our total unconsolidated and consolidated income, respectively. For the Fiscal 2009, gross outpatient income represented 8.83% and 9.71% of our total unconsolidated and consolidated income, respectively.

Income from Medical Services: We operate on a centre of excellence model where each of our owned hospitals has a pool of super specialty doctors on its rolls. These doctors visit our O&M facilities or associate hospitals in our network to provide medical services for which we generally charge a fee. The income generated from these services is grouped under this head. For the Fiscal 2008, the income from medical services represented 6.91% and 2.98% of our total unconsolidated and consolidated income, respectively and for the year 2009, was 4.19% and 3.27% of our total unconsolidated and consolidated income, respectively.

Management fees from hospitals and income from satellite centers under O&M contracts: Management fees from hospitals and income from satellite centers represent fees we derive from the facilities we operate and manage, but do not own, including our satellite and heart command centers. Fees derived from our O&M contracts with hospitals are typically determined based on an identified percentage of gross revenue and in some contracts, the higher of the gross revenue and a specified fixed amount. Under certain O&M contracts, the management fees are based on a percentage of gross billings or surplus generated from running the hospital. In some cases we receive a certain percentage of gross revenue only if the gross revenue exceeds certain thresholds, else we receive net revenue if the thresholds are not met, and in some contracts, gross billing is reduced by any net cash loss. Under the terms of some of our O&M contracts, we may receive an additional payment that is either a fixed amount or a variable amount, for example, in the case of the Fortis Clinique Darné hospital in Mauritius, an amount linked to the EBITDA of the corporate entity owning the hospital. In respect of our satellite and heart command centers, we are generally compensated for a fee per procedure and/or, in some cases, a fee that is typically tied to a percentage of the revenue generated at the center. We are also paid a minimum guaranteed fee per annum stipulated in some contracts and in some others, we are reimbursed for the compensation and benefits paid to our doctors and personnel stationed at the satellite and heart command centers. As we add new O&M contract hospitals to our network and improve the operating efficiencies at our existing O&M contract hospitals, we expect to experience increases in hospital management fees from new and

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existing O&M hospital partners. As a percentage of consolidated total income, management fees from hospitals and income from satellite centers could either increase or decrease depending on the rate and nature of our expansion. For Fiscal 2008, management fees from hospitals represented 0.75% and 1.31% of our total unconsolidated and consolidated income, respectively. For the Fiscal 2009, management fees from hospitals represented 1.09% and 0.56% of our total unconsolidated and consolidated income, respectively. Pharmacy income: Pharmacy income represents income generated from retail sales at the pharmacies we operate at some of the Fortis-branded hospitals in Mohali and Noida. We recognize this income at the point of sale, less any discounts, and we adjust for sales returns during the period in which returns occur. We expect pharmacy income to increase as a result of higher patient volumes at our hospitals. For Fiscal 2008, pharmacy income represented 1.15% and 0.68% of our total unconsolidated and consolidated income, respectively. For the Fiscal 2009, pharmacy income represented 1.49% and 0.70% of our total unconsolidated and consolidated income, respectively. The pharmacy retail business at some of our owned and O&M hospitals have been outsourced to Religare Wellness Limited and its subsidiary Medsource Healthcare Private Limited, both of which are Promoter Group companies, and in the future we may outsource other pharmacy retail businesses to other service providers, including Promoter Group companies or affiliates.

Discounts: Discounts represent discounts on healthcare services for individual patients. For EHIRCL and its subsidiaries, discounts also include the discounts provided under arrangements with employers and insurance companies, as well as free treatment requirements included in the terms of the allotment letters in respect of the land on which Escorts Hospital - Delhi and Fortis Escorts Hospital - Raipur are located and Fortis Escorts Hospital - Raipur’s arrangement with the Government of Chhattisgarh. For the Company, IHL and its subsidiaries discounts with employers are directly reflected in the inpatient income and outpatient income amounts. In addition, some of the hospitals which we operate and manage pursuant to O&M contracts currently provide and in the future may be required to provide, free treatment, which may adversely impact our income from O&M contracts.

Other Operating income: Other operating income consists primarily of fees generated from rent or access charges paid to us by third-parties in respect of banks and ATMs, pharmacies, cafeterias and gift shops located at our owned hospitals, equipment lease rental and income from the Fortis Inn rehabilitation center which we operate on-site at Fortis Hospital, Mohali. For Fiscal 2008, other operating income represented 3.84% and 1.81% of our total unconsolidated and consolidated income, respectively. For the Fiscal 2009, other operating income represented 4.04% and 1.60%, respectively for our total unconsolidated and consolidated income.

Other income: Other income consists of treasury income on funds deposited with banks, financial institutions and bodies corporate, exchange fluctuation gains/losses, profits from sale of assets and other such miscellaneous incomes not directly attributable to the income from hospitals, among others. In Fiscal 2008, other income accounted for Rs.321.45 million and Rs.408.94 million, respectively, on an unconsolidated and consolidated basis, which represented 16.91% and 7.46% of our total unconsolidated and consolidated income, respectively. For the Fiscal 2009, other income was Rs.189.97 million and Rs.283.93 million, respectively, on an unconsolidated and consolidated basis, which represented 9.82% and 4.31% of our total unconsolidated and consolidated income, respectively.

Miscellaneous Income: Miscellaneous income is constituted by incomes like Parking Fees, Ambulance charges, income from sponsorships, excess provisions written back, income from sale of scraps and income from shops running at hospital premises and other such miscellaneous incomes not directly attributable to the income from hospitals, among others. In Fiscal 2009, miscellaneous income contributes Rs. 19.49 million to the total consolidated income which was 0.31% of the operating income and 0.30% of the total income compared to Rs. 33.36 million for the Fiscal 2008, when miscellaneous income contributed 0.66% and 0.61% of operating income and total income, respectively

Expenditure

The primary categories of our expenditures include materials consumed, personnel expenses, operating expenses, selling, general and administrative expenses, financial expenses and depreciation and amortization of intangibles. We exclude from expenditures those common expenses allocated to affiliated companies under the same management and our O&M contract hospitals. These allocations are based on estimates made by

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management. In making these allocations, management considers the time spent in respect of services delivered to the hospitals we own compared to that spent in respect of affiliated companies and O&M contract hospitals and goods and services consumed by the various entities. In our financial statements, all expenditures are recorded net of amounts reimbursed to us by our affiliates or other third parties.

Materials Consumed: Materials consumed include consumable medical supplies, as well as drugs and consumables administered to a patient while on-site at one of our owned hospitals and include customs duty and freight charges. Our most significant costs include the costs for medical implants and drugs and consumables. We expect materials consumed to increase in absolute terms as we continue to expand our network and prices for consumables increase, but decrease as a percentage of our consolidated total income due to the economies of scale and greater bargaining power that comes with a larger hospital network. However, as we expand our network and our existing hospitals mature, materials consumed could represent an increased or decreased percentage of our consolidated total income depending on our service mix. For example, joint replacement surgeries tend to have higher materials consumed costs than mother and childcare procedures.

Personnel Expenses: Personnel expenses consist primarily of salaries and wages, staff welfare expenses, contributions to the statutory provident fund, statutory gratuities, bonus payments and staff recruitment and training. In the future, we expect personnel expenses to increase in absolute terms, as a result of both growth in our business and upward pressure on wages for healthcare professionals, especially doctors and nurses. Opening a new hospital requires us to install a basically full complement of doctors even if occupancy rates have not yet reached target levels. As a result of ramping up our staffing levels for doctors and, to a lesser degree, other staff at new hospitals in anticipation of higher patient volumes in the future, personnel expenses will represent a higher percentage of income in respect of a newly acquired or opened owned hospital before it reaches maturity. This will decline as patient volumes and manpower utilization rates increase at a hospital. During periods of expansion in which newly acquired or opened owned hospitals make up the majority of our portfolio, personnel expenses will represent a higher percentage of consolidated total income.

Operating Expenses: Operating expenses consist primarily of retainer fees to doctors at our owned hospitals who act as independent contractors rather than as employees, rent for hospital buildings, equipment leases, repairs and maintenance of buildings, plant and machinery, fees we pay to outsource our diagnostic testing services, utility charges (including power and fuel), security, housekeeping expenses and patient meals. As we expand our business, operating expenses will increase correspondingly in absolute terms. Much of the infrastructure for a hospital must be put in place when a hospital commences operations and many operating expenses are required to be incurred regardless of patient admission levels, and thus initially, operating expenses will represent a higher percentage of a hospital’s total income until patient volumes reach targeted levels.

Selling, General and Administrative Expenses: Selling, general and administrative expenses include marketing and business production expenses, bad debt expenses, insurance, repairs and maintenance, communications and non-medical professional fees. We expect that these expenses will increase in the future, primarily as a result of our expansion plans.

Financial (including interest) Expenses: Financial (including interest) expenses are primarily composed of interest paid on loans and also include other bank charges. Although a portion of the proceeds from the Issue will help finance repay a portion of our existing loans and certain pending future projects, we expect to incur additional indebtedness in the future to help finance our expansion plans, which would increase our financial expenses. We intend to maintain a ratio of debt to equity financing for new projects of up to 1.25 to 1.00, although this ratio may vary from project to project and may be much higher, especially on a temporary basis before we secure permanent financing for a new project. This ratio could change depending on market conditions, restrictions under our existing debt agreements and other factors.

Significant Accounting Policies to the Consolidated Financial Statements a) Basis of preparation of Restated Consolidated Summary Statements The restated consolidated summary statements of assets and liabilities, profits and losses and cash flows have been prepared by applying the necessary adjustments to the financial statements of the Company and its

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Subsidiaries and Associates for the period subsequent to the Subsidiaries and Associates becoming the Subsidiary / Associate of the Company. These financial statements have been prepared under the historical cost convention on an accrual basis and in accordance with the Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006, except in case of certain fixed assets of certain Subsidiaries, for which revaluation is carried out. The accounting policies have been consistently applied by us and are consistent with those used in the previous year. The restated consolidated summary statements comply in all material respects with the requirements of: i) paragraph B(1) of Part II of Schedule II to the Companies Act. ii) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009. These restated consolidated summary statements have been prepared in accordance with the requirements of AS 21 (Accounting for Consolidated Financial Statements) and AS 23 (Accounting for Investments in Associates in Consolidated Financial Statements), notified pursuant to the Companies (Accounting Standards) Rules, 2006, on the following basis: (i) Subsidiary companies are consolidated on a line-by-line basis by adding together the book values of the

like items of assets, liabilities, income and expenses, after eliminating all significant intra-group balances and intra-group transactions and also unrealized profits or losses. The results of operations of a Subsidiary are included in the consolidated financial statements from the date on which the parent-subsidiary relationship comes into existence.

(ii) The difference between the cost to the Company of its investment in the Subsidiary and its proportionate

share in the equity of the Subsidiary as on the date of acquisition of stake is recognized as goodwill or capital reserve, as the case may be. Goodwill is tested for impairment at the end of each accounting period/year. For impairment, the carrying value of goodwill is compared with the present value of discounted cash flows of the respective Subsidiaries and loss, if any, is adjusted to the carrying value of the goodwill.

(iii) Minorities’ interest in net profits/losses of the Subsidiaries for the period/year is identified and adjusted

against the income in order to arrive at the net income attributable to the shareholders of the Company. Their share of net assets is identified and presented in the consolidated balance sheet separately. Where accumulated losses attributable to the minorities are in excess of their equity, in the absence of the contractual obligation on the minorities, the same are accounted for by the Company, being the holding company.

(iv) Investments in Associates are accounted for using the equity method. The excess of cost of investment

over the proportionate share in equity of the Associate as on the date of acquisition of stake is identified as goodwill and included in the carrying value of the investment in the Associate. The carrying amount of the investment is adjusted thereafter for the post-acquisition change in the share of net assets of the Associate. However, the share of losses is accounted for only to the extent of the cost of investment. Subsequent profits of such Associates are not accounted for unless the accumulated losses (not accounted for by the Company) are recouped.

(v) As far as possible, the consolidated financial statements are prepared using uniform accounting policies

for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company's separate financial statements. Differences in accounting policies are disclosed separately.

(vi) There are no differences in reporting dates within the Fortis Group.

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b) Depreciation i) Except as stated in paragraphs (ii), (iii) and (iv) below, depreciation on all fixed assets within our group is

provided for using the “straight line method” at higher of the rates arrived at as per the useful lives of the assets as estimated by the management and those prescribed under Schedule XIV to the Companies Act.

ii) Depreciation on leasehold improvements is provided over the primary period of lease or over the useful

lives of the respective fixed assets, whichever is shorter. iii) Leasehold land is amortized over the period of lease except in respect of a subsidiary no amortization is

being made, since it is taken on perpetual lease (46.34% of net block of leasehold land of the Fortis Group aggregating to Rs. 1,491.20 millions as at March 31, 2009).

iv) In respect of certain subsidiaries, depreciation is being provided for on the written down value method as

per the rates prescribed under Schedule XIV to the Companies Act, 1956. (45.39% of the total net block of fixed assets (excluding leasehold and freehold land) of the Fortis Group aggregating to Rs. 3,877.91 millions as at March 31, 2009).

v) Individual assets with cost not exceeding Rs.5,000 are depreciated fully in the year of purchase. vi) In respect of the revalued assets, the difference between the depreciation calculated on the revalued amount

and that calculated on the original cost is recouped from the revaluation reserve account. c) Inventories Inventories are valued as follows:

Medical Consumables, Pharmacy Items, Stores and Spares & Fuel

Lower of cost and net realizable value. Cost is determined on Weighted Average basis, except for two subsidiaries where it is determined on FIFO basis (9.68 % of total Medical Consumables, Pharmacy Items, Stores and Spares & Fuel inventories of Fortis Group aggregating Rs 132.61 millions as at March 31, 2009)

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs incurred to make the sale. d) Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to us and the revenue can be reliably measured.

Operating Income

Operating income is recognized as and when the services are rendered/pharmacy items are sold. Management fee from hospitals and income from medical services is recognized as per the terms of the agreement with respective hospitals. Rehabilitation Center Income

Revenue is recognized as and when the services are rendered at the rehabilitation center.

Rental Income and Equipment Lease Rentals

Revenue is recognized in accordance with the terms of lease agreements entered into with the respective lessees.

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Interest

Revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

Income from Satellite Centers

Income from satellite centers is recognized on an accrual basis in accordance with the terms of respective agreements entered into in respect thereof.

Dividends

Dividend from mutual funds is recognized when the right to dividend is established by the balance sheet date. For our other significant accounting policies, on an unconsolidated and consolidated basis, see Annexures II and VI, respectively, included in the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI Regulations. The notes to our financial statements contain a summary of our significant accounting policies. The preparation of our financial statements may require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Set forth below is a summary of our most significant critical accounting policies under Indian GAAP. Changes in Critical Accounting Policies We have described below certain changes in accounting policies in relation to the preparation of our restated financial statements included in this Letter of Offer. Foreign Currency Transactions

Up to March 31, 2007, the exchange differences on foreign currency transactions relating to fixed assets acquired from countries outside India were adjusted to the carrying amount of fixed assets. From April 1, 2007, as per the requirements of the Companies (Accounting Standard) Rules, 2006 read in consonance with notified Accounting Standard 11, such exchange differences have been recognized as income or expenses. However, this change had no material impact on the profit or loss of any earlier year and accordingly, no adjustment is required for this accounting policy change in the restated consolidated summary statements. Employee Benefits

The actuarial valuation for employee benefits as on March 31, 2006, in accordance with Accounting Standard – 15 (Revised), has resulted in an additional charge of Rs.35.71 million for the Fortis Group (net of deferred tax asset of Rs.16.10 million thereon, which has been adjusted in respective years). Since the year wise break down of such additional charge is not ascertainable, its effect has not been adjusted to Fiscal 2004, 2005 and 2006 and the entire charge has been accounted for as a debit to the opening debit balance of the profit and loss account as on April 1, 2006. Further, we have changed the actuarial assumptions for valuation of employee benefits during Fiscal 2007 which has resulted in a prior period charge of Rs.20.38 million. Since the year wise break down of such prior period charge of Rs.20.38 million is not ascertainable, the effect of the same has not been adjusted to Fiscal 2004, 2005 and 2006 and the entire charge has been accounted for as a debit to the profit and loss account for Fiscal 2007.

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Goodwill Accounting Policy

In respect of the Company, in Fiscal 2006 and 2007, goodwill was amortized over a period of 10 years. During Fiscal 2008, the Company changed its accounting policy and started testing the goodwill for impairment. Before such change in accounting policy, the Company had amortized Rs.222.32 million and Rs.455.28 million in Fiscal 2006 and 2007, respectively. For the purposes of the restated financial statements, no adjustment has been made to reverse this amortization of goodwill aggregating Rs.677.60 million since it is infeasible to perform impairment testing for these periods retrospectively.

Consolidated Results of Operations on Restated Basis The following table sets forth certain information with respect to our consolidated results of operations for the Fiscal 2009 and Fiscal 2008, 2007 and 2006 as derived from our restated consolidated financial statements:

(Rs. in million)

Year ended March 31,

2009

Year ended March 31,

2008

Year ended March 31,

2007

Year ended March 31,

2006

Particulars

Amount

% of

total

income

Amount

% of

total

income

Amount

% of

total

income

Amount

% of

total

income

Operating Income 6,305.45 95.69% 5,070.95 92.54% 5,203.66 98.96% 2,955.59 99.46%

Other Income 283.93 4.31% 408.94 7.46% 54.52 1.04% 15.96 0.54%

Total Income 6,589.38 100.00% 5,479.89 100.00% 5,258.18 100.00% 2,971.55 100.00%

Materials Consumed 1,895.38 28.76% 1,614.78 29.47% 1,772.03 33.70% 1,036.60 34.88%

Personnel Expenses 1,473.62 22.36% 1,383.58 25.25% 1,314.28 25.00% 667.67 22.47%

Operating Expenses 1,432.93 21.75% 1,204.76 21.99% 1,080.63 20.55% 679.85 22.88%

General and Administration Expenses

570.89 8.66% 572.79 10.45% 429.25 8.16% 270.79 9.11%

Selling Expenses 74.03 1.12% 86.41 1.58% 39.83 0.76% 38.97 1.31%

Financial Expenses (including interest)

436.61 6.63% 554.77 10.12% 660.04 12.55% 363.37 12.23%

Pre-Operative & Preliminary Expenditure Written Off

0.00 0.00% 0.00 0.00% 1.04 0.02% 0.53 0.02%

Depreciation & Amortization of Intangibles

487.40 7.40% 468.25 8.54% 382.76 7.28% 227.47 7.65%

Amortization of Goodwill arising on Consolidation

0.00 0.00% 0.00 0.00% 455.28 8.66% 222.32 7.48%

Total Expenditure 6,370.86 96.68% 5,885.34 107.40% 6,135.14 116.68% 3,507.57 118.04%

Profits / (Losses) before Tax 218.52 3.32% -405.45 -7.40% -876.96 -16.68% -536.02 -18.04%

Current Income Tax 35.78 0.54% 1.66 0.03% 86.81 1.65% 25.40 0.85%

Less : Mat Credit Entitlement 29.38 0.45% 5.66 0.10% 0.00 0.00% 0.00 0.00%

Balance 6.40 0.10% -4.00 -0.07% 86.81 1.65% 25.40 0.85%

Fringe Benefit Tax 13.98 0.21% 13.59 0.25% 12.34 0.23% 8.59 0.29%

Deferred Tax Expense / (Credit)

20.72 0.31% 6.07 0.11% -26.38 -0.50% -43.40 -1.46%

Reversal of Deferred Tax Assets created in earlier years

0.00 0.00% 179.83 3.28% 0.00 0.00% 0.00 0.00%

Net Profits / (Losses) before Prior Period & Extra-ordinary Items

177.42 2.69% -600.94 -10.97% -949.73 -18.06% -526.61 -17.72%

288

Year ended March 31,

2009

Year ended March 31,

2008

Year ended March 31,

2007

Year ended March 31,

2006

Particulars

Amount

% of

total

income

Amount

% of

total

income

Amount

% of

total

income

Amount

% of

total

income

Extra-ordinary Items -64.01 -0.97% 0.00 0.00% 0.00 0.00% 0.00 0.00%

Prior Period Items 0.80 0.01% -1.14 -0.02% 19.56 0.37% 1.53 0.05%

Net Profits / (Losses) as per financials after eliminating inter company transactions

240.63 3.65% -599.80 -10.95% -969.29 -18.43% -528.14 -17.77%

Adjustments -19.62 -0.30% 206.77 3.77% -88.73 -1.69% -122.34 -4.12%

Share in profits / (losses) of associate companies

-5.03 -0.08% -5.44 -0.10% -0.98 -0.02% 0.29 0.01%

Net Profits / (Losses) as restated

215.98 3.28% -398.47 -7.27% -1,059.00 -20.14% -650.19 -21.88%

Less: Losses / (Profits) transferred to Minority Interest

-19.69 -0.30% 29.55 0.54% -2.52 -0.05% 76.55 2.58%

Net Profits/ (Losses) as allocable to shareholders of Fortis Healthcare Limited

196.29 2.98% -368.92 -6.73% -1,061.52 -20.19% -573.64 -19.30%

Balance in Profit and Loss account brought forward from previous year

-2,675.82 -40.61% -2,306.90 -42.10% -1,209.67 -23.01% -636.03 -21.40%

Add: Adjustment on account of adoption of Revised AS-15 on Employee Benefits

0.00 0.00% 0.00 0.00% -35.71 -0.68% 0.00 0.00%

Add: Loss Brought forward from Amalgamating Company

0.00 0.00% 0.00 0.00% 0.00 0.00% 0.00 0.00%

Balance Carried Forward as restated

-2,479.53 -37.63% -2,675.82 -48.83% -2,306.90 -43.87% -1,209.67 -40.71%

Unless otherwise specified, references to any line item below in this section, is to such line item on a consolidated basis. Breakdown of consolidated operating income as per restated consolidated summary financial statements (Rs. in million)

Year ended March 31,

2009

Year ended March 31,

2008

Year ended March 31,

2007

Year ended March 31,

2006

Particulars

Amount

% of

total

operating

income

Amount

% of

total

operating

income

Amount

% of

total

operating

income

Amount

% of

total

operating

income

In Patient 5,340.72 84.70% 4,442.16 87.60% 4,934.86 94.83% 2,827.73 95.67%

Out Patient 639.65 10.14% 496.89 9.80% 413.25 7.94% 222.90 7.54% Income From Medical Services 215.41 3.42% 163.55 3.23% - 0.00% - 0.00% Management Fees from Hospitals 36.68 0.58% 71.99 1.42% 39.66 0.76% 4.56 0.15%

Income from satellite centers 34.66 0.55% 32.13 0.63% 48.94 0.94% 24.53 0.83%

Pharmacy 46.14 0.73% 37.32 0.74% 27.94 0.54% 20.46 0.69%

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Other Operating Income: Income from Rehabilitation Centre 7.80 0.12% 7.29 0.14% 8.19 0.16% 9.70 0.33%

Income from Rent 29.04 0.46% 25.95 0.51% 23.23 0.45% 19.67 0.67%

Equipment Lease Rental 68.41 1.08% 66.19 1.31% 46.83 0.90% 0.70 0.02%

Sub Total 6,418.51 101.79% 5,343.47 105.37% 5,542.90 106.52% 3,130.25 105.91%

Less: Discounts (113.06) -1.79% (272.52) -5.37% (339.24) -6.52% (174.66) -5.91% Total Operating Income as

per restated accounts

6,305.45 100.00% 5,070.95 100.00% 5,203.66 100.00% 2,955.59 100.00%

Fiscal Year Ended March 31, 2009 compared to Fiscal Year Ended March 31, 2008

Income

Our consolidated total income was Rs.6,589.38 million for the Fiscal 2009 compared to Rs. 5479.89 million in the Fiscal 2008. This shows an increase of Rs. 1,109.49 million or 20.25% over the previous year and the growth is much above the industry standards for healthcare organizations. Operating income: Operating income was Rs.6,305.45 million for the Fiscal 2009 compared to Rs.5,070.95 million in Fiscal 2008. This shows a growth of 24.34% over the previous year. Operating income, as a percentage of total income increased to 95.69% in the Fiscal 2009 from 92.54% in the Fiscal 2008. The increment is attributable largely to the significant increase in the Operating income and reduction in the Other Income in the hands of the company on account of treasury income. Inpatient income comprised 84.70%, outpatient income 10.14%, income from medical services 3.42%, management fees from hospitals and income from satellite centers 1.13% and pharmacy income 0.73% of total operating income. Other operating income, comprising of income from rehabilitation centre, income from rent and equipment lease rental was 1.66% of total operating income before discounts. This was positively affected by increased volume of operations at all the hospitals in our network, expansion of operations at Jaipur hospital and significant turnaround of operations at Escorts Hospital - Delhi. Other income: Other income was Rs.283.93 million for the Fiscal 2009 compared to Rs.408.94 million for the Fiscal 2008. Other income as a percentage of total income reduced from 7.46% in Fiscal 2008 to 4.31% in Fiscal 2009. The other income was negatively affected due to reduction in interest income on short term deposits of the Company and reduction in treasury income on interim deployment of funds in subsidiaries and interest income earned on funds deposited and kept separately for the construction of the hospital in Shalimar Bagh during the Fiscal 2009. Miscellaneous Income: In Fiscal 2009, miscellaneous income contributes Rs. 19.49 million to the total consolidated income which was 0.31% of the Operating Income and 0.30% of the Total Income compared to Rs. 33.36 million for the Fiscal 2008, when miscellaneous income contributed 0.66% and 0.61% of operating income and total income, respectively.

Expenditure

Our consolidated total expenditure was Rs.6370.86 million for the Fiscal 2009 compared to Rs. 5885.34 million for the Fiscal 2008. This is an increase of Rs. 485.52 million or 8.25% over the previous year. Materials Consumed: Materials consumed was Rs.1895.38 million for the Fiscal 2009 compared to Rs. 1614.78 million in Fiscal 2008. This reflects a growth of Rs. 280.60 million or 17.38% over the previous Fiscal. These costs are driven by volumes of procedures performed at all the hospitals, specifically Fortis Escorts Hospital – Jaipur, Escorts Hospital – Delhi and Fortis Hospital – Mohali. Materials consumption as a percentage of total income was 28.76% and 29.47% for the Fiscal 2009 and 2008, respectively. And, materials consumption as a percentage of operating income was 30.06% and 31.84% for the Fiscal 2009 and 2008, respectively. This savings in direct costs is a result of the effective and centralized purchase and supply of material and consumables at hospitals and adoption of standardized operating procedures across the company’s facilities.

290

Personnel Expenses: Personnel costs were Rs.1,473.62 million for the Fiscal 2009 compared to Rs. 1383.58 million in the Fiscal 2008. This reflects a growth of Rs. 90.04 millions or 6.51% over the previous year. As a percentage of total income, the Personnel costs were 22.36% and 25.25% for the Fiscal 2009 and 2008, respectively and as a percentage of operating income, the Personnel costs were 23.37% and 27.28% for the Fiscal 2009 and 2008, respectively. The significant reduction in personnel costs of the company is a result of right sizing of manpower across all hospitals wherein excess employees in some departments were transferred to other hospitals where there was a shortage to implement and start newer specialties in those hospitals. This resulted in increasing the revenue base for the hospitals as well as bringing proportion of employee costs down as a percentage to revenue. Also, the company has been able to curtail the personnel expenses due to the effectiveness of its “Doctors on Rolls” model where the majority of doctors are employed on a fixed monthly remuneration basis with the company. With the growing volumes of patients across our hospitals, this model seems to have worked effectively in cutting down of the variable payment to professionals on the number of procedures performed by them. Operating Expenses: Operating expenses were Rs. 1432.93 million for the Fiscal 2009 compared to Rs. 1,204.76 million for the Fiscal 2008. This reflects a growth of Rs. 228.17 million or 18.94% over the previous year. As a percentage of total income, the Operating costs were 21.75% and 21.99% for the Fiscal 2009 and 2008, respectively and as a percentage of operating income, the Operating expenses were 22.73% and 23.76% for the Fiscal 2009 and 2008, respectively. These Operating expenses are largely variable in nature and increase with the number of procedures performed and includes laboratory and radiology expenses and professional consultancy charges paid to doctors who are empanelled with the hospitals of the company etc. General and Administration Expenses: General and Administration expenses were Rs. 570.89 million for the Fiscal 2009 compared to Rs. 572.79 million for the Fiscal 2008. This reflects a saving of Rs. 1.90 million or 0.33% over the previous year. As a percentage of total income, the General and Administration expenses were 8.66% and 10.45% for the Fiscal 2009 and 2008, respectively and as a percentage of operating income, the General and Administration expenses were 9.05% and 11.30% for the Fiscal 2009 and 2008, respectively. The General and Administration expenses includes repairs and maintenance expenses of buildings, travel and conveyance expenses legal and professional fees, provision for bad and doubtful debts, etc. which were significantly controlled by adopting cost control measures within the organization and hard negotiations with our vendors. Miscellaneous Expenditure: Miscellaneous expenditure consists of expenses like Printing and Stationary, Postage and Courier expenses, Telephone and Internet expenses, Security and other such miscellaneous expenses. In Fiscal 2009, miscellaneous expenses were Rs. 111.74 million which was 1.70% of the Total Income compared to Rs. 113.89 million for the Fiscal 2008, when miscellaneous expenses were 2.08% of total income. The reduction in the miscellaneous expenses was caused largely due to austerity cost control measures adopted across the company during the year. Selling Expenses: Selling expenses were Rs. 74.03 million for the Fiscal 2009 compared to Rs. 86.41 million for the Fiscal 2008. As a percentage of total income, the Selling expenses were 1.12% and 1.58% for the Fiscal 2009 and 2008, respectively and as a percentage of operating income, the Selling expenses were 1.17% and 1.70% for the Fiscal 2009 and 2008, respectively. The company adopted hard negotiation practices for media expenses and ensured effective and controlled marketing and business promotion spend resulting into a saving of Rs. 12.38 million or 14.32% over the previous year. Financial (including interest) Expenses: Financial (including interest) expenses were Rs. 436.61 million for the Fiscal 2009 compared to Rs. 554.77 million for the Fiscal 2008. Financial (including interest) expenses as a percentage of total income were 6.63% and 10.12% for the Fiscal 2009 and 2008, respectively. Although, the debt in the books increased significantly from Rs. 3,754.58 million to Rs. 4,790.02 million, the financial expense was significantly reduced by Rs. 118.16 million or 21.30% over the previous year. This significant cost saving was due to reduction in borrowing on account of Short Term Working Capital loans and non – convertible debentures that were issued in the previous years which carried huge interest cost. Depreciation and Amortization: Depreciation and amortization expenses were Rs.487.40 million for the Fiscal 2009 compared to Rs. 468.25 million for the Fiscal 2008. Depreciation and amortization expenses, as a percentage of total income was 7.40% and 8.54% for the Fiscal 2009 and 2008 respectively and as a percentage

291

of operating income was 7.73% and 9.23% for the Fiscal 2009 and 2008 respectively. We purchased medical equipment for some of our hospitals and sold certain obsolete items. Although we have incurred high capital expenditure for the projects at Shalimar Bagh and Gurgaon, but the same is appearing in the Balance Sheet under work in progress which has not been capitalized and therefore, we have not charged any depreciation expense as yet for these projects. Our depreciation expense over the next few years may be impacted once we capitalize such the Work in Progress. Fringe Benefit Tax (FBT): Effective Fiscal 2006, the Central Government imposed a fringe benefit tax in respect of certain perquisites offered to employees and certain other business expenses. Depending on the nature of the perquisite/business expense, 20% or 50% of the expense is taxed at the corporate tax rate. For the Fiscal 2009, we incurred Rs.13.98 million in fringe benefit taxes as compared to Rs. 13.59 million in the Fiscal 2008, primarily due to traveling and conveyance, telephone expenses, staff welfare expenses, running maintenance and depreciation on vehicles, medical allowance, medical expenses reimbursement to the extent tax-exempt for employees, medical insurance expenses, meetings and seminars, books and periodicals and gifts and festival celebrations. Overall, the FBT increased by Rs. 0.39 million or 2.81% over the previous year, which is largely attributable to the expense under the respective employee related expenses. After the approval of the finance act 2009, from the Fiscal 2010, FBT has been abolished on companies and this expense will not be incurred in coming years. Deferred Tax Expenses/(Credit): Deferred tax is the tax effect of temporary timing difference arising due to difference between taxable income and accounting income for a period. Deferred tax expenses for the Fiscal 2009 were Rs. 20.72 million as compared to Rs. 6.07 million in Fiscal 2008, which resulted into creation of further Deferred Tax liabilities in the books. Deferred tax expenses, as a percentage of total income were 0.31% and 0.11% for the Fiscal 2009 and 2008, respectively. Prior Period Items: Prior period items are results of errors of omissions in the preparation of the financial statements of one or more prior periods, which may be discovered in the current period. The prior period expense for the Fiscal 2009 was Rs. 0.80 million as compared to an income from prior period items of Rs. 1.14 million in the Fiscal 2008. Exceptional items: Exceptional items represent amounts received from the former promoters of EHIRCL as per the terms of agreement entered into with them for the losses suffered by it. These are non-recurring in nature and have been accounted for and disclosed separately in the profit and loss account as an exceptional item.

Minority Interests: The allocation of profits/losses to minority interest attributable to profits of subsidiaries was Rs.19.69 million for the Fiscal 2009 compared to losses of Minorities of Rs. 29.55 million in the Fiscal 2008. Minority interests represent the share of minority stakeholders in the profit or losses of an enterprise and are separately disclosed in the consolidated profit and loss account of the holding company as per the Accounting Standard – 21 issued by the Institute of Chartered Accountants of India. Restated Profit/Loss: On a consolidated basis, our restated profit was Rs.196.29 million for the Fiscal 2009 compared to a loss of Rs. 368.92 million in Fiscal 2008. These are the maiden profits for the company and represents 2.98% of the consolidated restated total income of the company for the Fiscal 2009.

Fiscal Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31, 2007 Our total income on a consolidated basis was Rs.5,479.89 million in Fiscal 2008 compared to Rs. 5258.18 million in Fiscal 2007 and reflects an increment of Rs. 221.71 million or 4.22% over the previous year. Operating Income: Our operating income reduced by Rs. 132.71 million from Rs.5,203.66 million in Fiscal 2007 to Rs.5,070.95 million in Fiscal 2008. The inpatient income reduced from 94.83% of the total operating income in Fiscal 2007 to 87.60% in Fiscal 2008. Outpatient income in Fiscal 2008 was 9.80% of Operating Income and remained stable with a minor increase of 1.86% compared to the outpatient income of 7.94% in Fiscal 2007. Management fees from hospitals and income from satellite centers was 2.05%, pharmacy income was 0.74% and other operating income was 1.96% of the total operating income in Fiscal 2008 as compared to 1.70%, 0.54% and 1.50% in Fiscal 2007, respectively. The income from medical services contributed 3.23% in the Fiscal 2008. The operating income for the year was negatively impacted due to a leadership change at

292

EHIRCL. During Fiscal 2008, the Jaipur hospital commenced operations in the month of August 2007 and started contributing to revenues. Operating income as a percentage of total income was 92.54% and 98.96% for the Fiscal 2008 and 2007, respectively. Other Income: Other income was Rs.408.94 million in Fiscal 2008 compared to Rs. 54.52 million in Fiscal 2007. The total other income increased by Rs. 354.42 million or 650.06% over the previous year and this increase in the other income was largely due to treasury income on interim deployment of funds in subsidiaries and interest income earned on funds deposited and kept separately for the construction of the hospital in Shalimar Bagh hospital. Other income as a percentage of total income was 7.46% and 1.04% in Fiscal 2008 and 2007, respectively. Miscellaneous Income: In Fiscal 2008, miscellaneous income contributed Rs. 33.36 million to the total consolidated income which was 0.66% of the Operating Income and 0.61% of the Total Income compared to Rs. 11.10 million for the Fiscal 2007, when miscellaneous income contributed 0.21% of Operating Income as well as Total Income. In absolute terms, the miscellaneous income grew 200% over the previous Fiscal and the same was as a result of excess provsions written back in Fiscal 2008 of Rs. 15.41 million. Expenditure Our consolidated total expenditure was Rs.5,885.34 million in Fiscal 2008 compared to Rs. 6135.14 million in Fiscal 2007. The consolidated total expenditure reduced by 4.07% or Rs. 249.80 million over the previous year and represented 107.40% of total income in Fiscal 2008, compared to 116.68% of total income in Fiscal 2007. This reduction was attributable primarily to a change in accounting policy with respect to the write-off of goodwill in the consolidated financial statements. In earlier periods, the goodwill was written off as a percentage, but during Fiscal 2008, the policy of writing off goodwill was changed to testing it for impairment before actually writing it off. As a percentage of operating income, the total expenditure was 116.06% and 117.90% for the Fiscal 2008 and 2007, respectively. Materials Consumed: Materials consumed reduced by 8.87% from Rs.1,772.03 million in Fiscal 2007 to Rs.1,614.78 million in Fiscal 2008. This reduction was primarily due to the consolidation and integration of operations across hospitals under one group and as a result, optimization of costs by adopting centralized buying procedures adopted across the facilities. Material consumed as a percentage of total income was 29.47% and 33.70% in Fiscal 2008 and 2007, respectively. Material consumed as a percentage of operating income was 31.84% and 34.05% for the Fiscal 2008 and 2007, respectively. Personnel Expenses: Personnel expenses increased by 5.27% from Rs.1,314.28 million in Fiscal 2007 to Rs.1,383.58 million in Fiscal 2008. This increase was primarily due to increases in salaries and wages and related benefits as a result of increase in the number of employees from 5,197 to 5,947 at hospitals and the corporate office in response to higher patient volumes and also the result of several doctors shifting from being compensated on a retainer basis to becoming our employees. In addition, we also increased the remuneration for our existing employees in anticipation of higher patient volumes and our growing operations. Personnel expenses as a percentage of total income increased to 25.25% in Fiscal 2008 from 25.00% in Fiscal 2007 and as a percentage of operating income, was 27.28% and 25.26% for the Fiscal 2008 and 2007, respectively. Operating Expenses: Operating expenses increased by 11.49% from Rs.1,080.63 million in Fiscal 2007 to Rs.1,204.76 million in Fiscal 2008. This increase was primarily due to the overall growth in our business during Fiscal 2008 as well as an increase in outsourcing fees for consulting and professional fees to doctors as a result of higher patient volumes. Operating expenses, as a percentage of total income increased to 21.99% in Fiscal 2008 from 20.55% in Fiscal 2007 and as a percentage of operating income, was 23.76% and 20.77% for the Fiscal 2008 and 2007, respectively. General and Administration Expenses: General and administration expenses increased by 33.44% from Rs.429.25 million in Fiscal 2007 to Rs.572.79 million in Fiscal 2008. This increase was primarily due to the overall growth in our business resulting in higher costs relating to legal and professional fees incurred with respect to the acquisitions made and the costs relating to travelling incurred for our expanding operations. We acquired the Malar hospital in Fiscal 2008 and identified other potential acquisitions in other regions and overseas. The credit business, which includes services provided to public sector units (“PSUs”), corporate

293

clients empanelled with us, ECHS/CGHS, insurance companies and their third party administrators (“TPAs”), expanded during the year but the inflow of money from some debtors was not foreseeable at the end of the year and hence a provision for doubtful debts was made, which further added to the general expenses. General and administration expenses as a percentage of total income increased to 10.45% in Fiscal 2008 from 8.16% in Fiscal 2007 and, as a percentage of operating income was 11.30% and 8.25% for the Fiscal 2008 and 2007, respectively. Miscellaneous Expenditure: In Fiscal 2008, miscellaneous expenses were Rs. 113.89 million which was 2.08% of the Total Income compared to Rs. 120.02 million for the Fiscal 2007, when miscellaneous expenses were 2.28% of Total Income. In absolute terms, the miscellaneous expenses reduced by 5.11% over the previous Fiscal and the same was as a result of cost control measures being adopted across the company and to largely consolidating the buying activities for the company as a whole resulting into products being offered at highly negotiated rates across all the hospitals. Selling Expenses: Selling expenses grew by 116.92% from Rs.39.83 million in Fiscal 2007 to Rs.86.41 million in Fiscal 2008 and as a percentage of total income, increased to 1.58% in Fiscal 2008 from 0.76% in Fiscal 2007. Selling expenses as a percentage of operating income was 1.70% and 0.77% for the Fiscal 2008 and 2007, respectively. Significant marketing expenses were incurred to market the business during the year. Most of the expenditure was incurred to increase in revenues at Escorts Hospital - Delhi to make it comparable to the prior year performance as it had been adversely affected by the sudden leadership change in management carried out at the hospital. We also concentrated on obtaining accreditation of the Mohali facility and four other facilities. The Noida hospital was accredited by the NABH. Financial (including interest) Expenses: Financial (including interest) expenses declined by 15.95%, from Rs.660.04 million in Fiscal 2007 to Rs.554.77 million in Fiscal 2008. The reduction in the overall borrowing because of the initial public offering of the Company completed in Fiscal 2008 provided liquidity to repay high cost debt and reduce borrowings. Financial (including interest) expenses as a percentage of total income was 10.12% and 12.55% in Fiscal 2008 and 2007, respectively. Financial (including interest) expenses as a percentage of operating income was 10.94% and 12.68% in Fiscal 2008 and 2007, respectively.

Depreciation and Amortization: Depreciation and amortization increased by 22.33% from Rs.382.76 million in Fiscal 2007 to Rs.468.25 million in Fiscal 2008. This increase was primarily due to capitalization of assets relating to the Hiranandani facility in Navi Mumbai, the capitalization of assets at Fortis Escorts Hospital - Jaipur, and routine expenditure on the acquisition of new medical equipment and IT hardware in response to the growth in our business. Depreciation and amortization as a percentage of total income increased to 8.54% in Fiscal 2008from 7.28% in Fiscal 2007. Depreciation and amortization as a percentage of operating income was 9.23% and 7.36% for the Fiscal 2008 and 2007, respectively. Amortization of Goodwill: We changed our accounting policy for writing off goodwill arising out of consolidation from writing it off as a percentage to testing it for impairment. On the basis of this revised policy, there was no impairment during the year to be written off. Hence, in Fiscal 2008 there was no write-off due to amortization of goodwill as compared to Rs.455.28 million in Fiscal 2007.

Fringe Benefit Tax: In Fiscal 2008, we incurred Rs.13.59 million in fringe benefit taxes. Fringe benefit tax expenses in Fiscal 2007 was Rs. 12.34 million and 0.23% of total income. Fringe benefit tax expenses was 0.25% of the total income in Fiscal 2008. Fringe benefit tax as a percentage of operating income was 0.27% and 0.24% in Fiscal 2008 and 2007, respectively. After the approval of the finance act 2009, from the Fiscal 2010, FBT has been abolished on companies and this expense will not be incurred in coming years. Deferred Tax Expenses/(Credit): Deferred tax expenses for Fiscal 2008 were Rs.6.07 million, which was 0.11% of the total income. This resulted in creating deferred tax liabilities in the books. During Fiscal 2007, there were deferred tax assets created due to timing differences and assuming a certainty that these would be recoverable in future. The profit and loss account was therefore credited with Rs.26.38 million which was 0.50% of the total income.

294

Reversal of Deferred Tax Assets created in earlier years: There were substantial deferred tax assets in the books of the Company and certain Subsidiaries. The management decided to reverse the deferred tax assets as per the requirements of the Accounting Standard – 22. The total amount reversed due to reversal of deferred tax assets was Rs.179.83 million which were 3.28% of the total income in Fiscal 2008. There was no reversal of such deferred tax assets in the previous year.

Prior Period Items: Prior period items are results of errors of omissions in the preparation of the financial statements of one or more prior periods, which may be discovered in the current period. The income pertaining to the prior periods charged to the Profit and Loss account in the Fiscal 2008 was Rs. 1.14 million as compared to an expenditure of Rs. 19.56 million on account of prior period items in the Fiscal 2007.

Minority Interests: The allocation of profits/losses to minority interest attributable to losses of subsidiaries was Rs.29.55 million in Fiscal 2008. Profits attributable to minority interest in Fiscal 2007 were Rs.2.52 million. Net Profit/Loss: On a consolidated basis, our restated net losses in Fiscal 2008 were Rs.368.92 million compared to a loss of Rs.1,061.52 million in Fiscal 2007. The losses in Fiscal 2008 compared to the prior year were lower due primarily to a change in the accounting policy with respect to amortizing the goodwill, increase in other income and reduction in interest costs as a result of the utilization of funds from the Company’s initial public offering to repay/pre-pay high cost debt outstanding and the generation of non-operating income from treasury income on interim deployment of funds with subsidiaries to fund acquisitions and income from interest on funds deposited and kept separately for construction of hospital in Shalimar Bagh.

Fiscal Year Ended March 31, 2007 Compared to Fiscal Year Ended March 31, 2006. Our total income on a consolidated basis was Rs.5,258.18 million in Fiscal 2007 compared to Rs. 2,971.55 million for the Fiscal 2006. The total income increased by Rs. 2,286.63 million or 76.95% over the previous year and was largely on account of full year consolidation of EHIRCL and its subsidiaries’ operations vis-à-vis nearly half year consolidation in the Fiscal 2006 when the company was acquired on the 29th September’ 2005. Other items of expenses also grew proportionately due to this. Operating Income: Our operating income increased by 76.06%, and was Rs.5,203.66 million in Fiscal 2007 compared to Rs.2,955.59 million in Fiscal 2006. Although the inpatient income decreased as a percentage of the total operating income from 95.67% in Fiscal 2006 to 94.83% in Fiscal 2007, in absolute terms the inpatient income increased from Rs.2,827.73 million in Fiscal 2006 to Rs.4,934.86 million in Fiscal 2007. The outpatient income increased from Rs.222.90 million in Fiscal 2006 to Rs.413.25 million in Fiscal 2007. Management fees from hospitals and income from satellite centers contributed 1.70%, pharmacy income 0.54% and other operating income 1.50% of the total operating income in Fiscal 2007 as compared to 0.98%, 0.69% and 1.02% in Fiscal 2006 respectively. The operating income in Fiscal 2007 was significantly higher due to consolidation of the full year’s results of EHIRCL and its subsidiaries. Operating income as a percentage of total income was 98.96% and 99.46% in Fiscal 2007 and 2006, respectively. Other Income: Other income was Rs.54.52 million in Fiscal 2007 compared to Rs.15.96 million in Fiscal 2006. The increase was primarily due to an increase in interest income from bank deposits. Other income as a percentage of total income was 1.04% and 0.54% in Fiscal 2007 and 2006, respectively. Miscellaneous Income: In Fiscal 2007, miscellaneous income contributed Rs. 11.10 million to the total consolidated income which was 0.21% of the Operating Income as well as Total Income compared to Rs. 6.93 million in Fiscal 2006, when miscellaneous income contributed 0.23% of operating income as well as total income. In absolute terms, the miscellaneous income grew 60% over the previous Fiscal and the same was as a result of expansion of operations and full year consolidation of Escorts hospitals and its other subsidiaries Expenditure

Our consolidated total expenditure was Rs.6,135.14 million in Fiscal 2007 compared to Rs.3507.57 million in Fiscal 2006. The total expenditure increased by Rs. 2,627.57 million or 74.91% over the previous Fiscal, and was 116.68% of the total income in Fiscal 2007, compared to 118.04% of the total income in Fiscal 2006. The consolidated total expenditure as percentage of operating income was 117.90% and 118.68% in Fiscal years

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2007 and 2006, respectively. The increase was largely due to the full year consolidation of EHIRCL and its subsidiaries. Materials Consumed: Materials consumed increased by 70.95% from Rs.1,036.60 million in Fiscal 2006 to Rs.1,772.03 million in Fiscal 2007. This increase was due to the growth in our operations and consolidation of EHIRCL and its subsidiaries. Materials consumed as a percentage of total income was 33.70% and 34.88% in Fiscal 2007 and 2006, respectively, and as a percentage of operating income was 34.05% and 35.07% in Fiscal 2007 and 2006, respectively. Personnel Expenses: Personnel expenses increased by 96.85% from Rs.667.67 million in Fiscal 2006 to Rs.1314.28 million in Fiscal 2007. This increase was primarily due to the expansion of our operations and consolidation of EHIRCL and its subsidiaries. Salaries, wages and related benefits increased at hospitals and the corporate office in response to expected higher patient volumes and as a result of several doctors shifting from being compensated on a retainer basis to becoming our employees. In addition, there was an increase in the remuneration for existing employees in anticipation of higher patient volumes and growing operations. Personnel expenses as a percentage of total income increased to 25.00% in Fiscal 2007 from 22.47% in Fiscal 2006 and, as a percentage of operating income was 25.26% and 22.59% in Fiscal 2007 and 2006, respectively. Operating Expenses: Operating expenses also increased by 58.95% from Rs.679.85 million in Fiscal 2006 to Rs.1,080.63 million in Fiscal 2007. This increase was primarily due to expansion of our operations and consolidation of EHIRCL and its subsidiaries, as well as an increase in outsourcing fees for consulting and professional fees to doctors in anticipation of expected increase in operations and higher patient volumes in future. Operating expenses as a percentage of total income reduced to 20.55% in Fiscal 2007 from 22.88% in Fiscal 2006 and, as a percentage of operating income was 20.77% and 23.00% in Fiscal 2007 and 2006, respectively. General and Administration Expenses: General and administration expenses increased by 58.52% from Rs.270.79 million in Fiscal 2006 to Rs.429.25 million in Fiscal 2007. This increase was primarily due to the overall growth in our business resulting in high costs pertaining to legal and professional fees incurred with respect to the acquisitions by us and the costs relating to travelling incurred to expand operations as well as the consolidation of EHIRCL and its subsidiaries. General and administration expenses as a percentage of total income reduced to 8.16% in Fiscal 2007 from 9.11% in Fiscal 2006 and, as a percentage of operating income was 8.25% and 9.16% in Fiscal 2007 and 2006, respectively. Miscellaneous Expenditure: In Fiscal 2007, miscellaneous expenses were Rs. 120.02 million which was 2.28% of the Total Income compared to Rs. 74.82 million in Fiscal 2006, when miscellaneous expenses were 2.52% of the total income. In absolute terms, the miscellaneous expenses grew 60% over the previous Fiscal and the same was as a result of expansion of operations and full year consolidation of Escorts hospitals and its other subsidiaries Selling Expenses: Selling expenses grew by 2.22% from Rs.38.97 million in Fiscal 2006 to Rs.39.83 million in Fiscal 2007 and as a percentage of total income, reduced to 0.76% in Fiscal 2007 from 1.31% in Fiscal 2006 and, as a percentage of operating income was 0.77% and 1.32% in Fiscal 2007 and 2006, respectively. Financial (including interest) Expenses: Financial (including interest) expenses increased by 81.64% from Rs.363.37 million in Fiscal 2006 to Rs.660.04 million in Fiscal 2007. This significant increase in the interest expense was due to the increase in the overall borrowings raised to fund the acquisitions of EHIRCL and its subsidiaries. Financial (including interest) expenses as a percentage of total income was 12.55% and 12.23% in Fiscal 2007 and 2006, respectively and, as a percentage of operating income was 12.68% and 12.29% in Fiscal 2007 and 2006, respectively.

Depreciation and Amortization: Depreciation and amortization increased by 68.27% from Rs.227.47 million in Fiscal 2006 to Rs.382.76 million in Fiscal 2007. This increase was primarily due to the expansion of our operations and consolidation of EHIRCL and its subsidiaries. Depreciation and amortization as a percentage of total income reduced to 7.28% in Fiscal 2007 from 7.65% in Fiscal 2006 and, as a percentage of operating income was 7.36% and 7.70% in Fiscal 2007 and 2006, respectively.

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Amortization of Goodwill: The goodwill arising on consolidation was amortized for the full year in Fiscal 2007 whereas it was amortized for six months in Fiscal 2006 as the acquisition of EHIRCL and its subsidiaries was completed in September 2005. Goodwill amortized in Fiscal 2007 was Rs.455.28 million compared to Rs.222.32 million in Fiscal 2006 which was an increase of Rs. 232.96 million or 104.79% over the previous year. Fringe Benefit Tax: In Fiscal 2007, the Company incurred Rs.12.34 million in fringe benefit taxes compared to Rs.8.59 million in Fiscal 2006. Fringe benefit taxes as a percentage of total income was 0.23% and 0.29% in Fiscal 2007 and 2006, respectively. After the approval of the finance act 2009, from the Fiscal 2010, FBT has been abolished on companies and this expense will not be incurred in coming years. Prior Period Items: Prior period items increased to Rs.19.56 million in Fiscal 2007 from Rs.1.53 million in Fiscal 2006. The significant increase was due to change in actuarial assumption during Fiscal 2007 for employee benefits as per the Accounting Standard – 15 (Revised) issued by the Institute of Chartered Accountants of India. Minority Interests: The allocation of profits/losses to minority interest attributable on account of profits of subsidiaries was Rs.2.52 million in Fiscal 2007 compared to losses of Rs.76.55 million in Fiscal 2006. Net Profit/Loss: Net restated loss in Fiscal 2007 was Rs.1,061.52 million compared to a loss of Rs.573.64 million in Fiscal 2006. The increase in losses were primarily attributable to amortization of goodwill and the high interest costs incurred on debts obtained for funding the acquisitions during the year and other costs incurred on the expansion of our operations.

Cash Flows

The table below summarizes the restated consolidated cash flow for the Fiscal 2009, 2008, 2007 and 2006.

(Rs. in million)

Year ended March 31,

2009

2008

2007

2006

Net cash generated from (used in) operations 481.86 220.09 181.88 (58.89) Net cash (used in) investing activities (967.11) (2,032.15) (545.51) (7,412.40) Net cash generated from financing activities 921.78 1,804.81 458.94 7,262.04

Operating Activities

Net consolidated cash generated from operations for the Fiscal 2009 was Rs.481.86 million. This reflected restated net profit before taxation and prior period adjustment of Rs.174.18 million and direct tax including fringe benefit tax expense of Rs.92.37 million, depreciation and amortization of Rs.487.40 million, foreign exchange losses of Rs.21.30 million, extraordinary items of Rs. 64.01 million received by one of subsidiary from one of the erstwhile promoters against claim for losses incurred by it and interest expense of Rs.419.30 million, partially offset against interest income of Rs.181.15 million and Profit on Sale of Investments of Rs. 46.56 millions, among others. Working capital changes included, among others, an increase of Rs.439.28 million in sundry debtors, reflecting an increase in operations and an increase in institutional business from employers and insurance companies with which we had negotiated preferential pricing and payment arrangements, a Rs. 10.22 million decrease in loans and advances, and a Rs.42.31 million increase in current liabilities, reflecting an increase in operations across the group. Net consolidated cash generated from operations in Fiscal 2008 was Rs.220.09 million. This reflected a restated net loss before taxation and prior period item of Rs.354.40 million and direct tax including fringe benefit tax expense of Rs.72.60 million, and adjustments of Rs.468.25 million for depreciation and amortization, and Rs.519.31 million for interest expense, partially offset by adjustments of interest income of Rs.290.30 million earned as treasury income on borrowed funds in anticipation for acquisitions and deposits of proceeds from the initial public offering and Rs.15.41 million for foreign exchange gains. Our operating performance was negatively affected because of a change in leadership at one of our major hospitals which contributes

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significantly to the total income. Simultaneously, we eased our credit policies to retain corporate clients and regular customers. Accordingly, working capital changes included, among others, an increase of Rs.85.14 million in sundry debtors, and an increase in institutional business from employers and insurance companies with whom we had negotiated preferential pricing and payment arrangements, a Rs.9.22 million decrease in loans and advances and a Rs.72.95 million increase in current liabilities. Net consolidated cash generated from operations in Fiscal 2007 was Rs.181.88 million, reflecting a restated net loss before taxation and prior period adjustment of Rs.913.67 million and income tax and fringe benefit expense of Rs.129.99 million, and included adjustments of Rs.838.04 million for depreciation and amortization and Rs.636.37 million for interest expense among others that was marginally offset by interest income of Rs.27.41 million and adjustments of Rs.6.08 million for foreign exchange gains. Working capital changes included, among others, a Rs.247.54 million increase in sundry debtors, a Rs.230.42 million increase in loans and advances, and a Rs.259.88 million increase in current liabilities due to a large acquisition made during the year which resulted in significantly increasing the size of our business. Net consolidated cash used in operations in Fiscal 2006 was Rs.58.89 million, reflecting a net loss before taxation and prior period adjustment of Rs.431.16 million and direct taxes expense of Rs.65.83 million, and including adjustments of Rs.342.70 million for interest expense and Rs.449.79 million for depreciation and amortization, among others. Working capital changes included, among others, an increase of Rs.104.07 million and Rs.65.80 million towards sundry debtors and loans and advances, respectively, and a Rs.111.96 million decrease in current liabilities, due to the consolidation of operations and integration of a new hospital at Noida with Mohali resulting in reduced costs on an overall basis.

Investing Activities

Net consolidated cash used in investing activities was Rs.967.11 million in the Fiscal 2009, which is primarily on account of Rs.1,414.29 million invested as capital expenditure for construction of hospitals at Shalimar Bagh and Gurgaon, medical equipments and Rs. 249.66 million invested in subsidiaries and associates of the company, among others. The company made short term investments which were simultaneously redeemed during the year. Deposits that were made with bodies corporate and other companies in earlier years were simultaneous received to the tune of Rs.453.71 million this year. The company also received interest of Rs.212.91 million on account of treasury income on funds deployed out of proceeds of the initial public offering and inter-company deposits, among others. Net consolidated cash used in investing activities was Rs.2,032.15 million in Fiscal 2008, which consisted primarily of Rs.412.81 million towards net investments made in associates and subsidiaries, including MHL and EHSSIL and Rs.877.02 million towards deposits with bodies corporate and other companies, among others. Assets purchased during the year were Rs.1,420.72 million including capital expenditure incurred in the construction of Greenfield hospitals at Jaipur, Vashi, Shalimar Bagh and Gurgaon and for the purchase of medical equipment at owned hospitals. Short term deposits were made with banks because of acquisition and other expenses and there deposits were reinvested in the year. Total fixed deposits placed with banks during the year were Rs.7,266.83 million and the deposits matured during the year were Rs.7,405.68 million. Sale of assets of Rs.293.72 million was on account of sale of freehold land by one of the Subsidiaries and the sale of medical equipment. We also received interest of Rs.241.30 million from treasury income on funds deployed out of the proceeds of the initial public offering and inter-company deposits. Net consolidated cash used in investing activities was Rs.545.51 million in Fiscal 2007, which comprised primarily of Rs.674.46 million for purchase of fixed assets, which was partially offset by net receipts of Rs.132.08 million from deposits with bodies corporate and other companies. In addition, Rs.148.88 million was deposited with banks during the year and Rs.120.00 million of the bank deposits matured. The assets purchased during the year included medical equipment and plant and machinery for Flt. Lt. Rajan Dhall Hospital, Vasant Kunj, which became operational in May 2006, among others. Net consolidated cash used in investing activities was Rs.7,412.40 million in Fiscal 2006, which consisted primarily of Rs.6,516.58 million for investments, including investments in the Escorts hospitals acquisition, the IHL acquisition and the FHTL acquisition and FHL’s equity interest in the corporate owner of Fortis La

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Femme. The fixed assets purchased of Rs.675.47 million included medical equipment purchased in respect of Fortis Flt. Lt. Rajan Dhall Hospital, Vasant Kunj and furniture and fixtures, among others. Financing Activities Net consolidated cash generated from financing activities was Rs.921.78 million in the Fiscal 2009 which comprised primarily of Rs.988.76 million for the repayment of long-term borrowings, Rs.145.11 million for the redemption of preference shares along with premium thereon, which were partially offset with Rs.145.00 million for the issue of preference share capital along with premium and Rs.631.68 million towards proceeds from long-term borrowings, Rs.1,766.28 million from short-term borrowings, Rs.24.97 million towards land allotted for constructing a hospital in Gurgaon and Rs.432.20 million towards interest paid during the year. In addition, Rs.1,000 million received during this period from the proceeds of non convertible debentures were simultaneously redeemed in the same period along with a premium of Rs.30.14 million for the tenure of subscription. Net consolidated cash generated from financing activities was Rs.1,804.81 million in Fiscal 2008, comprised primarily of Rs.4,967.61 million for the issue of equity shares in the Company’s initial public offering along with premium, Rs.1,160.00 million for the issue of preference shares with premium and Rs.1,500.00 million as share application money received during the year, and proceeds from long term borrowings of Rs.1,720.71 million, among others. This was partially offset by Rs.2,610 million for the redemption of non cumulative redeemable preference shares (with premium) and Rs.327.89 million as issue expenses. Non-convertible debentures were issued during the year to meet short term fund requirements in anticipation of planned acquisitions and there were redeemed simultaneously during the year. A total of Rs.6,000 million of such non-convertible debentures were issued and redeemed during the year along with a total premium on redemption of Rs.158.30 million. We also repaid long term borrowings of Rs.2,325.89 million, short term borrowings of Rs.1,544.34 million, made interest payments of Rs.544.62 million and paid Rs.24.97 million for land allotted for constructing a hospital in Gurgaon, among others. Net consolidated cash generated from financing activities was Rs.458.94 million in Fiscal 2007, comprised primarily of Rs.1,495.86 million received from the preferential allotment of equity shares to private equity entities, the proceeds of long term borrowings of Rs.426.55 million and proceeds of short term borrowings of Rs.1,165.91 million, which were utilized to offset Rs.1,993.63 million towards repayment of long term borrowings raised to fund the acquisitions made during the year and Rs.635.70 million towards interest expense, among others. Net consolidated cash generated from financing activities was Rs.7,262.04 million in Fiscal 2006, comprised primarily of Rs.157.77 million of proceeds from long-term borrowings and proceeds from short-term borrowings of Rs.4,293.63 million which were utilized to fund the investments made for completing the acquisitions made us during the year, Rs.2,599.85 million as amounts received in respect of share application money pending allotment from the Promoter Group and Rs.863.46 million in proceeds from the issuance of equity shares to the Promoters (excluding Rs.5.2 million received as non-cash consideration in connection with the FMCHL merger), partially offset by Rs.332.53 million for the repayment of long-term borrowing and Rs.320.14 million as interest expenses.

Financing Arrangements Total consolidated restated debt was Rs.4,790.02 million as on March 31, 2009, compared to Rs.3,754.58 million as of March 31, 2008, Rs.5,921.94 million as of March 31, 2007 and Rs.5,984.61 million as of March 31, 2006, excluding deferred payment liabilities of Rs.64.97 million as of March 31. 2008, Rs.49.93 million as of March 31, 2007 and Rs.103.64 million as of March 31, 2006. Of the indebtedness as on March 31, 2009, Rs.1,671.678 million represented short term loans repayable within a year. As described in the section titled “Objects of the Issue” beginning on page 43 of this Letter of Offer, we have utilized Rs.2,647.36 million of the Net Proceeds of the Issue to repay and prepay existing short term loans of the Company and the bridge loan taken for Gurgaon project by FHTL.

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We finance our short-term working capital requirements through cash flow from operations and revolving credit facilities from banks and financial institutions. As on March 31, 2009, revolving credit facilities available to the Company and its Subsidiaries aggregated Rs.887.50million, of which Rs.191.94 million was utilized. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements other than the 10-year lease in respect of the Fortis Hospital - Mohali land and buildings. We sold the land and buildings during Fiscal 2004 for consideration of Rs.600.00 million and subsequently entered into a lease with the new owners. Under the lease agreement entered into with effect from January 1, 2009, we are required to pay Rs.16 million per month to the lessor for the next ten years.

Contractual Obligations

Assets taken on Operating Lease In respect of the Company/hospital/office, premises may be obtained on operating lease. The lease agreements are typically further renewable at the option of the Company and there is no escalation clause in the respective lease agreements. The Fortis Hospital - Mohali lease agreement is for a period of 10 years. These leases are generally cancellable in nature other than the one for Mohali which cannot be cancelled. The Company has also taken certain medical equipment on non-cancellable operating leases for a period of seven years. There is no escalation clause in the lease agreements. The rent payable under the lease arrangements is not determined based on any contingency.

The total of future minimum lease payments under the non-cancellable operating leases are as under:

(Rs. in million)

Particulars Nine months period ended December 31, 2008

Minimum Lease Payments due:

Not later than one year 70.77

Later than one year but not later than five years 247.87

Later than five years -

In respect of few subsidiaries, certain premises/equipment have been taken on operating leases that are renewable on a yearly basis subject to mutual agreement and are cancellable by either party by giving notice for the agreed period as specified in the respective lease agreements. Rent expense included in profit and loss account for the period/ year towards such operating leases are as given under: Other Information Unusual or Infrequent Events or Transactions

To our knowledge there have been no unusual or infrequent events or transactions that that may be described as “unusual” or “infrequent” and may have taken place during the periods under review. Significant economic changes Other than as mentioned under “—Factors Affecting our Results of Operations” in this section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 275 of this Letter of Offer to our knowledge, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.

Known trends or uncertainties Our business has been affected and we expect that it will continue to be affected by the trends identified in this section and in the sections titled “Risk Factors” and “Our Business” beginning on pages viii and 76, respectively, of this Letter of Offer. To our knowledge, except as disclosed in the section titled “Risk Factors”

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beginning on page viii of this Letter of Offer, there are no known factors which we expect to have a material adverse effect on our income.

Future relationship between costs and income

Other than as described in this section and the sections titled “Risk Factors” and “Our Business” beginning on pages viii and 76, respectively, of this Letter of Offer, to our knowledge, there are no known factors which might affect future relationship between costs and income

Total turnover of each major industry segment Our business activity primarily falls within a single business segment, which is healthcare.

New products or business segment

Other than as described in this section and the sections titled “Risk Factors” and “Our Business” beginning on pages viii and 76, respectively, of this Letter of Offer, there are currently no publicly announced new products or business segments. For further details of our business strategy, see the section titled “Our Business” beginning on page 76 of this Letter of Offer.

Seasonality of Business

There are no material seasonal trends in our business. Dependence on a few clients Although majority of our income still comes from individual clients, 32.30% of our operating income comes from our credit business, which includes services provided to PSUs, corporate clients empanelled with us, ECHS/CGHS, insurance companies and their TPAs. During the Fiscal 2009, 32.47% of our credit revenue was from TPA’s, 29.99% was from ECHS and 17.85% was from PSUs, among others. In case of any change in terms of service, with these customers, we may observe some change in revenue streams in future. Competitive Conditions We operate in a fragmented industry and face increasing competition from other hospitals and healthcare providers. For further details, see the sections titled “Risk Factors” and “Our Business” beginning on pages viii and 76, respectively, of this Letter of Offer. Significant Developments occurring after March 31, 2009 Following are the significant developments that have taken place after March 31, 2009: 1. Our Company has filed its financial results for the three months ended June 30, 2009, which have been reviewed by the statutory auditors in their report dated July 24, 2009, with the Stock Exchanges in accordance with Clause 41 of the Listing Agreement: Unaudited financial results for the quarter ended June 30, 2009

(Rs. in Millions)

Consolidated Standalone

Quarter Ended June 30 Year Ended Quarter Ended June 30 Year Ended Particulars

2009 2008 March 31,

2009 2009 2008

March 31, 2009

(Unaudited) (Unaudited) (Audited) (Unaudited) (Unaudited) (Audited) 1. Income from Operations 1,827.74 1,367.94 6,200.19 485.90 383.98 1,666.33

2. Other Operating Income 26.63 25.62 106.74 19.76 18.72 78.22

3. Total Income 1,854.37 1,393.56 6,306.93 505.66 402.70 1,744.55

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4. Expenditure

(a) Material Consumed 542.79 418.53 1,895.42 131.61 123.40 526.41

(b) Employees cost 424.98 360.27 1,473.68 127.52 91.26 425.53

(c) Net Depreciation & Amortization

113.53 116.45 487.40 25.73 27.69 115.40

(d) Other expenditure 605.56 473.15 2,081.46 202.50 165.30 714.12

(e) Total 1,686.86 1,368.40 5,937.96 487.36 407.65 1,781.46

5. Profit (+)/ Loss (-) from

Operations before Other income &

interest (3-4)

167.51 25.16 368.97 18.30 (4.95) (36.91)

6. Other Income 30.76 89.98 285.35 38.49 41.11 189.97

7. Profit (+)/ Loss (-) from

Operations before Interest (5-6)

198.27 115.14 654.32 56.79 36.16 153.06

8. Interest (including finance charges) 104.12 109.34 436.61 71.65 49.23 219.46

9. Profit (+)/ Loss (-) from Ordinary

activites before tax (7-8)

94.15 5.80 217.71 (14.86) (13.07) (66.40)

10. Tax expense 18.15 5.08 39.43 0.80 1.34 5.09

11. Net Profit (+)/ Loss (-) from

Ordinary Activities after tax (9-10)

76.00 0.72 178.28 (15.66) (14.41) (71.49)

12. Extraordinary Item (net of tax expense Rs 1.67 million)

- - 62.34 - - -

13. Net Profit/ Loss (11-12) 76.00 0.72 240.62 (15.66) (14.41) (71.49)

14. Less : Minority Interest in profit / (loss)

5.75 (4.05) 27.42 - - -

15. Add : Share in profit/(loss) of associate companies

5.28 4.66 (5.03) - - -

16. Net Profit / (Loss) attributable to

the shareholders of the Company

75.53 9.43 208.17 (15.66) (14.41) (71.49)

17. Paid-up equity share capital (Face Value Rs.10 per Share)

2,266.67 2,266.67 2,266.67 2,266.67 2,266.67 2,266.67

18. Reserves excluding Revaluation Reserves

- - 4,564.25 - - 5,613.59

19. Earnings Per Share (EPS) before extraordinary items (in Rs.) Basic and diluted, for the period, for the year to date and for the previous year (not annualised)

0.33 0.04 0.64 (0.07) (0.06) (0.32)

20. Earnings Per Share (EPS) after extraordinary items (in Rs.) Basic and diluted, for the period, for the year to date and for the previous year (not annualised)

0.33 0.04 0.92 (0.07) (0.06) (0.32)

21. Public shareholding

- Number of Shares 71,497,292 57,982,561 71,516,292 71,497,292 57,982,561 71,516,292

-Percentage of shareholding 31.54% 25.58% 31.55% 31.54% 25.58% 31.55%

22. Promoters and promoter group Shareholding

a) Pledged/ Encumbered

- Number of Shares 39,340,500 32,417,000 47,032,900 39,340,500 32,417,000 47,032,900

- Percentage of shares (as a % of total shareholding of promoter and promoter group)

25.35% 19.22% 30.31% 25.35% 19.22% 30.31%

- Percentage of shares (as a % of the total share capital of the company)

17.36% 14.30% 20.75% 17.36% 14.30% 20.75%

b) Non-encumbered

- Number of Shares 115,828,741 136,266,972 108,117,341 115,828,741 136,266,972 108,117,341

- Percentage of shares (as a % of total shareholding of promoter and promoter group)

74.65% 80.78% 69.69% 74.65% 80.78% 69.69%

- Percentage of shares (as a % of the total share capital of the company)

51.10% 60.12% 47.70% 51.10% 60.12% 47.70%

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Notes:

1. The results for the quarter ended June 30, 2009 have been reviewed by the Audit Committee at its meeting on July 23, 2009 and taken on record by the Board of Directors at its meeting held on July 24, 2009.

2. The Group operates in one reportable segment in terms of Accounting Standard 17. 3. The statutory auditors have reported their inability to express an opinion on the matter relating to land

under leasehold arrangements with the Delhi Development Authority and certain demands raised by the income tax authorities in respect of a subsidiary aggregating to Rs. 1,243.70 millions. As the matters are sub-judice, and appeals against the demands pending at various stages and based on the advice received from legal counsels, the management is of the view that the matters shall get resolved in its favour.

4. Other income includes interest income, unclaimed balances and excess provisions written back, foreign

exchange fluctuation gain, profit on sale of assets and profit on sale of investments, claim received against key man insurance policy and miscellaneous income, whichever is relevant for the period/year.

5. The Company had filed Draft Letter of Offer with SEBI in April 2009 for its plan to raise funds by

way of issue of equity shares with warrants on a rights basis aggregating up to Rs 10,000 millions (excluding the value of warrants, as and when exercised) and got the in-seriatim comments from SEBI. The Company is in the process of filing of Letter of Offer with SEBI.

6. The status of fund utilization out of Initial Public Offer (IPO) proceeds as at the end of June 30, 2009

is as follows:

The Company is having unutilised funds of Rs. 313.90 millions as on June 30, 2009 out of IPO proceeds. These funds have been invested as Fixed Deposit with a Scheduled Bank.

7. Number of Investors Complaints received and disposed off during the quarter ended June 30, 2009: (i) Pending at the beginning of the quarter – Nil. (ii) Received during the quarter – 7. (iii) Disposed of during the quarter – 6 (iv) Lying unresolved at the end of the quarter – 1.

8. The impact of the Finance Bill (No.2) 2009, relating to increase in the rate of Minimum Alternate Tax

(MAT) and abolition of Fringe Benefit Tax (FBT), have not been given effect to in the above results, as the said bill was introduced subsequent to the reporting date.

9. Previous year/quarter figures have been regrouped, wherever considered necessary. Date: July 24, 2009 For and on behalf of the Board of Directors Place: New Delhi

SHIVINDER MOHAN SINGH

Managing Director

Rs. in Million

Sr.No. Expenditure Program

1 Construction and development of the planned hospital to be located at Shalimar Bagh, New Delhi by Fortis Hospotel Limited (erstwhile Oscar Bio-Tech Private Limited)

802.71

2 Refinancing of funds availed for the acquisition of Escorts Heart Institute and Research Centre Limited

3,523.12

3 Issue Expenses 327.89 Total 4,653.72

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2. The Information required pursuant to Circular (No. F2/5/SE/76) dated February 5, 1977, as amended by Circular (No. F2/5/SE/76) dated March 8, 1977, issued by the Government of India, Ministry of Finance is set forth below: A. Working Results of the Company (on Consolidated Basis)

Unaudited Financial Information for the five months period ended August 31, 2009 Particulars Amount (Rs. in million) Operating Income 3,113.79 Other Income 46.79 Total Income 3,160.58 Estimated Gross Profit (excluding depreciation and taxes) 364.04

Provision for Depreciation 188.19 Provision for Tax 31.17 Estimated Net Profit 144.68 B. Except as disclosed in the sections titled “Risk Factors”, “Our Business” and “Financial Statements” beginning on pages viii, 76 and F-1, respectively, of this Letter of Offer, there are no material changes and commitments which are likely to affect the financial position of the Company since March 31, 2009. C. The week-end prices of the Equity Shares on the BSE and the NSE in the last four weeks together with the high and low prices are set out below:

BSE

NSE

Week ended on

Closing Price

High

Low

Closing Price

High

Low

August 21, 2009 108.90 108.90 101.25 109.10 109.10 101.30 August 28, 2009 115.95 116.25 112.55 115.80 116.45 113.00

September 4, 2009 110.00 111.85 110.00 110.30 112.40 110.50 September 11, 2009 111.15 113.16 110.85 111.45 113.65 111.05

(Source: BSE and NSE website) 3. Other Events: A. Execution of an operation and management agreement dated April 2, 2009 with The Diabetic Association of India and the All India Institute of Diabetes to operate, manage and market the services of the S.L. Raheja Hospital, Mumbai. For further details, see the sections titled “Our Business” and “History and Certain Corporate Matters” beginning on pages 76 and 134, respectively, of this Letter of Offer. B. International Hospital Limited increased its shareholding in Malar Hospitals Limited from 48.83% to 49.86% in July 2009. C. Execution of an agreement dated July 13, 2009 with the Department of Health and Family Welfare, Government of NCT of Delhi, together with Fortis Emergency Services Limited, to provide pre-hospital care emergency medical response services within the NCT of Delhi. For further details, see the section titled “Our Business” beginning on page 76 of this Letter of Offer. D. On August 18, 2009, the redemption of 8,554,000 Preference Shares (Class C) was approved, along with the redemption premium, for an aggregate redemption value of Rs.2,964.76 million. The face value of the 8,554,000 Preference Shares (Class C) was redeemed from the issue of 260,000 Preference Shares (Class C) at a premium of Rs.9,990 to FHHL on August 18, 2009. The premium on the 8,554,000 Preference Shares (Class C) was redeemed from the amount outstanding in the securities premium account. For details of the redemption and allotment of Preference Shares (Class C), see the section titled “Capital Structure” beginning on page 26 of this Letter of Offer.

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E. Execution of a business transfer agreement (through one of the Company’s wholly owned subsidiaries, Fortis Hospitals Limited) dated August 24, 2009 with Wockhardt Hospitals Limited and others for the acquisition of the business division of Wockhardt Hospitals Limited relating to certain hospitals, nursing schools and ancillary premises on a going concern basis through a slump sale. For further details, see the section titled “The Wockhardt Hospitals Acquisition” beginning on page 117 of this Letter of Offer. F. International Hospital Limited increased its shareholding in Fortis Emergency Services Limited from 15% to 51% of the then paid-up equity share capital through a purchase of shares. For further details, see the section titled “History and Certain Corporate Matters” beginning on page 134 of this Letter of Offer.

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FINANCIAL INDEBTEDNESS Set forth below is a brief summary of the borrowings of the Company as on March 31, 2009, together with a brief description of certain significant terms of the relevant financing agreements.

Lender

Facility and Loan

Documentation

Interest Rate and Repayment

Schedule

Security

Amount

Outstanding as on

March 31, 2009

Standard Chartered Bank (London)

US$7.5 million term loan pursuant to an agreement (external commercial borrowing) dated March 22, 2004

Interest: LIBOR + 180 basis points Repayment: Eight equal installments of US$0.93 million each. The first installment is payable 18 months from the date of the first drawdown and the remaining seven installments are payable every six months from the date of payment of the first installment

Secured by a first charge by way of hypothecation on fixed assets of the Company, including all present and future medical equipment stored at Fortis Hospital - Mohali Pledge of equity shares of Religare Enterprises Limited by Malav Holdings Private Limited Corporate guarantee of Malav Holdings Private Limited

US$0.94 million

Standard Chartered Bank

Working capital demand loan (“WCDL”) of Rs.175 million availed pursuant to a sanction letter dated June 2, 2008 and a loan agreement dated February 10, 2003 and a supplementary agreement dated June 25, 2008, which includes the following sub-limits: Letter of credit (“LC”): Rs.50 million Guarantee/bond: Rs.50 million Sales invoicing and discounting (“SD”): Rs.50 million

Interest: WCDL: 12.75% p.a. Repayment: WCDL: Up to 90 days from drawdown LC: Up to 180 days from issue Guarantee/bond: Up to one year from issue SD: Up to 180 days from the date the facility is availed

Secured by a first pari passu hypothecation charge over present and future current assets of the Company with a minimum coverage of 1.25 times the debt amount Corporate guarantee of RHC Holding Private Limited up to Rs.75 million.

Rs.65.30 million

HSBC Limited Facility for a combined limit of Rs.500 million for a working capital loan, overdraft, guarantee line and documentary credits, available in multiple tranches, pursuant to an agreement dated April 12, 2006, on the terms set out in the sanction letter dated June 3, 2006, as amended by a letter dated September 22, 2008 This limit includes an overdraft facility of Rs.150 million

Interest: Overdraft interest at 11.75% p.a. Repayment: Working capital loans repayable within 12 months and short term loans repayable within three months from drawdown

Personal guarantees of Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh

Nil

GE Capital Services India Limited

Term loan of Rs.150 million for equipment financing pursuant to an agreement dated November 16, 2006

Interest: 10.75% monthly reducing

Repayment: To be repaid over 60 months from drawdown

Charge over medical equipment of the Company

Rs.98.24 million

Punjab National Bank

Short term loan of Rs.500 million pursuant to an

Interest: 12% p.a.

Pledge by FHHL of shares of the Company equivalent to the value of

Rs.499.99 million

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Lender

Facility and Loan

Documentation

Interest Rate and Repayment

Schedule

Security

Amount

Outstanding as on

March 31, 2009

agreement dated June 5, 2008 and a sanction letter dated March 11, 2008

Repayment: Three payments, at the end of the 10th, 11th and 12th months from drawdown

the loan* Personal guarantee of Mr. Shivinder Mohan Singh

L&T Infrastructure Finance Company Limited

Term loan facility of Rs.750 million pursuant to an agreement dated November 20, 2007, a sanction letter dated November 7, 2007, as amended by a letter dated November 28, 2007

Interest: SBI PLR less 0.5% p.a. Repayment: Seven semi-annual installments after a one-year moratorium commencing from drawdown

Subservient mortgage and charge over Fortis Hospital - Noida Subservient charge over all movable assets of the Company, present and future Pledge by FHHL of Equity Shares of the Company to the extent of twice the loan amount Personal guarantee of Mr. Shivinder Mohan Singh

Rs.642.86 million

Axis Bank Axis Bank stand-by LC/bank guarantee dated September 23, 2008 pursuant to a sanction letter dated August 27, 2007, for the issue of Rs.250 million of commercial paper (“CP”) Pursuant to a letter dated January 28, 2009 from ICRA Limited, the CP has been rated “A1+s”, the highest credit quality rating assigned by ICRA to short term debt instruments. The rating assignment is valid from September 24, 2008 until September 23, 2009

CP maturity date: September 23, 2009

Subservient charge over all present and future movable assets of the Company, present and future Pledge by FHHL of shares of the Company to the extent of 1.25 times the LC/bank guarantee to Axis Bank

Rs.250 million

ABN Amro Bank Term loan facility pursuant to a sanction letter dated December 28, 2007 for Rs.65 million, including an LC sub-limit of Rs.65 million and a term loan agreement dated September 5, 2007 for Rs.35 million

Interest: 12.65% p.a. Repayment: September 30, 2013

First and exclusive charge by way of hypothecation on specific medical equipment financed by ABN Amro Bank

Rs.28.29 million

IndusInd Bank Limited

Short term line of credit for Rs.1,000 million availed pursuant to a sanction letter dated June 30, 2008 and an agreement dated July 8, 2008 with a Rs.500 million LC sub limit and a Rs.500 million forward cover limit**

Interest: BPLR less 3.50% p.a. Repayment: Principal amount to be repaid within 180 days from drawdown

Mortgage by deposit of title deeds of the land and building of Fortis Escorts Hospital - Faridabad Corporate guarantee of EHRCL Corporate guarantee of the Company

Rs.500 million

_____________

* With effect from June 30, 2009, the pledge by FHHL of shares of the Company in favor of Punjab National Bank was released.

** This is a revolving credit facility between the Company and five of its Subsidiaries, namely, EHIRCL, EHRCL, EHSSIL, EHSSHL and

IHL.

In addition, the Company has raised vehicle loans at interest rates ranging between 8.21% and 14.44% p.a., respectively. As on March 31, 2009, an amount aggregating Rs.5.6 million was outstanding under these vehicle loans.

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Subsequent to March 31, 2009, the Company has incurred additional indebtedness pursuant to a sanction letter dated November 8, 2008 from Axis Bank. Set forth below is a brief summary of the borrowings of the Subsidiaries as on March 31, 2009, together with a brief description of certain significant terms of the relevant financing agreements.

Lender

Facility and Loan

Documentation

Interest Rate and

Repayment Schedule

Security

Amount

Outstanding as on

March 31, 2009

IHL

HDFC Bank Equipment finance loan of Rs.8.25 million for the purchase of medical equipment pursuant to a sanction letter dated May 29, 2008

Interest: 12% p.a. Repayment: 60 monthly installments

First and exclusive charge over the assets financed

Rs.7.29 million

Axis Bank Overdraft facility of Rs.35 million with an LC sub-limit of Rs.20 million pursuant to a sanction letter dated September 5, 2008 and a letter of arrangement dated September 24, 2008

Interest: BPLR less 2.75% LC: Up to 90 days from issue

Exclusive charge on the current assets of IHL Second pari passu charge on the fixed assets of IHL

Rs.29.91 million

Axis Bank

Term loan facility of Rs.540 million with an LC sub-limit of Rs.50 million and an overdraft sub-limit of Rs.20 million pursuant to a sanction letter dated April 10, 2006 and agreement for overdraft facility dated April 26, 2006

Interest:

BPLR less 3.50% Repayment: 10 equal half yearly installments after a moratorium period ending December 2007

First charge over all existing and future fixed assets (movable and immovable) of IHL at the Fortis Hospital - Noida Mortgage by deposit of lease deed of immovable property

Rs.368.89 million

FHTL

Axis Bank

Term loan facility of Rs.500 million pursuant to a sanction letter dated September 22, 2008 and a term loan agreement dated October 3, 2008, which includes the following sub-limits: LC: Rs.300 million Standby LC: Rs.250 million

Interest: BPLR less 2.25% p.a. LC: 1% p.a. up front Repayment: 30 quarterly installments commencing from April 1, 2012 Inland LC: Up to 90 days from issue Import LC: Up to 180 days from issue

Pari passu first charge on all the movable and immovable assets of the Shalimar Bagh hospital, including mortgage of land admeasuring 7.34 acres Pari passu first charge on the current assets of the Shalimar Bagh hospital Corporate guarantee of the Company Pledge of shares held by the Company in FHTL

Rs.120 million

YES Bank Short term bridge loan facility of Rs.500 million pursuant to a sanction letter dated July 21, 2008 and loan agreement dated September 19, 2008

Interest: YES Bank PLR less 4.40% p.a. for the first year After the first year, the interest rate is YES Bank PLR less 3.50% p.a. Repayment: 24 quarterly installments after a moratorium period of 36 months commencing from drawdown

First charge on the movable and immovable assets of the Shalimar Bagh and Gurgaon hospitals Corporate Guarantee of the Company Post dated cheques for the principal and interest amount payable

Rs.250 million

EHSSIL

YES Bank Term loan facility of Rs.250 million pursuant to a sanction letter dated July 1, 2008 and an addendum letter dated August 14, 2008 and a loan agreement

Interest: YES Bank PLR less 4.40% p.a. Repayment: 16 quarterly installments after a

First charge on the fixed and current assets of EHSSIL Corporate Guarantee of the Company

Rs.250 million

308

Lender

Facility and Loan

Documentation

Interest Rate and

Repayment Schedule

Security

Amount

Outstanding as on

March 31, 2009

dated August 8, 2008 moratorium of 12 months commencing from drawdown

EHSSHL

Axis Bank Overdraft facility of Rs.20 million with an LC sub-limit of Rs.15 million pursuant to a sanction letter dated September 5, 2008 and a letter of arrangement dated September 24, 2008

Interest: BPLR less 2.75% Repayment: LC: Up to 90 days from issue

Exclusive charge on the current assets of EHSSHL Second pari passu charge on the fixed assets of EHSSHL

Rs.24.79 million

GE Capital Services India Limited

Equipment financing loan for Rs.43.35 million**

Interest: 9.75% p.a. Repayment: 84 monthly installments

First and exclusive charge over the medical equipment purchased

Rs.34.22 million

EHIRCL

Punjab National Bank

Overdraft facility of Rs.100 million pursuant to a sanction letter dated July 7, 2008

Interest: BPLR + 1% p.a.

Unsecured Rs.64.58 million

Axis Bank

Term loan facility of Rs.150 million and LC limit of Rs.50 million pursuant to a sanction letter dated August 28, 2006 and a letter dated September 16, 2008

Interest: Five Year G-Sec plus 255 basis points p.a. Repayment: Eight quarterly installments commencing at the end of 15 months after the first disbursement LC: Up to 180 days from issue

Mortgage of land of EHSSHL at Jaipur Minimum asset cover of 1.30 to be maintained at all times during the tenure of the loan LC additionally secured by the goods procured under the LC

Rs.56.25 million

Axis Bank

Term loan facility of Rs.100 million pursuant to a sanction letter dated April 11, 2007

Interest: BPLR less 3.50% p.a. Repayment: Six quarterly installments commencing 18 months after the first disbursement

Extension of mortgage of land of Fortis Escorts Hospital - Jaipur Minimum asset cover of 1.30 to be maintained at all times during the tenure of the loan

Rs.66.60 million

GE Capital Services India Limited

Equipment financing loans for Rs.272 million pursuant to an equipment master security and loan agreement dated August 22, 2006

Interest: 9.75% p.a. to 11.90% p.a. Repayment: 84 monthly installments

First and exclusive charge over the medical equipment purchased

Rs.76.25 million

LHPL

Oriental Bank of Commerce

Cash credit of Rs.7.5 million pursuant to a sanction letter dated February 11, 2008

Interest: PLR plus 1.00% p.a. Repayment: Not applicable

Exclusive charge by way of hypothecation of stocks and receivables. Floating charge on current assets Second charge over certain medical equipment Second charge over fixed assets Personal guarantees of Dr. Mohan Keshavamurthy and Dr. S. Lakshmi Narayana Raju

Rs.7.36 million

Oriental Bank of Commerce

Term loan of Rs.7.5 million pursuant to a sanction letter dated February 11, 2008

Interest: PLR plus 1.00% p.a. Repayment: In 12 monthly installments commencing six

Hypothecation of certain medical equipment. Floating charge on current assets Second charge over fixed assets

Rs.3.52 million

309

Lender

Facility and Loan

Documentation

Interest Rate and

Repayment Schedule

Security

Amount

Outstanding as on

March 31, 2009

months after the initial disbursal

Personal guarantees of Dr. Mohan Keshavamurthy and Dr. S. Lakshmi Narayana Raju

Bank of India

Term loan of Rs.115.54 million pursuant to a sanction letter dated July 19, 2008

Interest: BPLR less 0.50% p.a. and a minimum interest of 12.25% p.a. Repayment: In quarterly installments commencing from March 31, 2009, and in the case of the interest funding sub-limit, in monthly installments commencing from January 2009

Equitable mortgage of the land and building owned by LHPL Hypothecation of medical equipment, furniture and fixtures, vehicles and other fixed assets Second charge over current assets Equitable mortgage of residential property of Dr. Mohan Keshavamurthy and Dr. Seetha Belawadi Personal guarantees of Dr. Mohan Keshavamurthy, Dr. S. Lakshmi Narayana Raju and Dr. Seetha Belawadi

Rs.111.40

ICICI Bank Limited

Ambulance financing loan of Rs.0.57 million pursuant to a sanction letter dated June 13, 2008

Interest: 13.76% p.a. Repayment: 35 monthly installments commencing July 10, 2008

First and exclusive charge over the ambulance purchased

Rs.0.44 million

ABN Amro Bank Medical equipment financing loan of Rs.4.83 million pursuant to sanction letters dated January 13, 2007 and January 15, 2007

Interest: 9.86% p.a. Repayment: 48 monthly installments commencing February 2, 2007

First and exclusive charge over the medical equipment purchased

Rs.2.53 million

ICICI Bank Limited

Medical equipment financing loan of Rs. 2.05 million pursuant to a sanction letter dated October 12, 2007

Interest: 12.25% p.a. Repayment: 48 monthly installments commencing October 22, 2007

First and exclusive charge over the medical equipment purchased

Rs.1.33 million

Indian Bank Equipment financing loan of Rs.0.50 million pursuant to a sanction letter dated March 5, 2007

Interest: BPLR less 2.50% p.a. Repayment: 60 monthly installments commencing April 5, 2007

First and exclusive charge over the equipment purchased Personal guarantees of Dr. Mohan Keshavamurthy and Dr. S. Lakshmi Narayana Raju

Rs.0.33 million

Reliance Capital Limited

Equipment financing loan of Rs.4.00 million pursuant to a sanction letter dated August 25, 2008

Interest: 14.25% p.a. Repayment: 48 monthly installments commencing September 15, 2008

First and exclusive charge over the equipment purchased

Rs.3.55 million

__________

** This facility has been availed of pursuant to an equipment master security and loan agreement dated August 22, 2006 between GE

Capital Services India Limited and EHIRCL.

In addition, EHRCL has one vehicle loan with an interest rate of 8.75% p.a., under which an amount of Rs.0.17 million was outstanding as on March 31, 2009. Subsequent to March 31, 2009, FHTL has incurred additional indebtedness pursuant to a sanction letter dated January 9, 2009 and a term loan agreement dated August 27, 2009 with the State Bank of India.

310

Pursuant to a sanction letter dated March 7, 2008 and a loan cum hypothecation agreement dated July 4, 2008, IDBI Bank has sanctioned a Rs.450 million term loan facility to HHPL. As security for the facility, 6.92 million Equity Shares held by FHHL in the Company have been pledged in favor of IDBI bank. Restrictive covenants: In general, under the terms of the loan agreements and sanction letters, the Company and its Subsidiaries have undertaken certain obligations, including as set forth below: 1. The borrower has undertaken to inform the bank if it changes or in any way alters its capital structure;

effects any scheme of amalgamation, reconstruction or reconstitution; encounters any material adverse events or enters into any borrowing arrangements with any other lenders, which in any case, shall not have a superior security package than that offered to the bank.

2. The borrower has undertaken not to create or incur any further indebtedness for borrowed money or for deferred purchases, except any indebtedness which arises in the ordinary course of business, without the prior written consent of the lender.

3. The borrower has undertaken not to permit any merger, consolidation, scheme of arrangement or compromise with its shareholders without the prior consent of the lender.

4. The borrower has undertaken not to divest any assets or sell, transfer or dispose of the whole or a part of its undertaking or assets without the prior written consent of the lender.

5. The borrower has undertaken not to change or in any way alter the capital structure of the borrower without the prior consent of the lender.

6. The borrower has undertaken not to implement a new scheme of expansion, modernization, diversification or renovation or take up an allied line of business or manufacture without the prior written consent of the lender.

7. The borrower has undertaken not to enlarge the scope of other manufacturing/ trading activities, if any, undertaken at the time of the application and notified to the bank as such, without the prior written consent of the lender.

8. The borrower has undertaken not to change or bring down the shareholding of the promoters and scheduled shareholders below 51% of its total equity share capital without the prior written consent of the lender.

9. The borrower has undertaken not to allow the promoters and directors or their associates or relatives to disinvest their shareholding in the borrower without the prior consent of the lender.

10. The borrower may not allow the promoters to offload their shareholding during the currency of the loan.

11. The borrower has undertaken not to enter into any transactions with an affiliate without the prior consent of the lender.

12. The borrower may not change its management without the prior consent of the lender. 13. The borrower has undertaken not to effect any change in the remuneration, including sitting fees,

payable to the directors. 14. The borrower has undertaken not to effect any change in the statutory auditors of the borrower without

the prior written consent of the lender. 15. The borrower may not, without the permission of the lender make or permit any material amendments

or termination of any material contracts or documents. 16. The borrower may not without the permission of the lender enter into any contract or arrangement

whereby its business or operations are managed by some other person. 17. The borrower may not amend its constitutional documents without permission of the lender. 18. The borrower may not allow any director onto the board who has been identified as a willful defaulter. 19. A default would occur in the event that the borrower incurs defaults in terms of any of its incumbent

financial indebtedness. 20. A gearing ratio of 2.7:1 must be maintained by the borrower. 21. The borrower has undertaken to maintain a current ratio of 1.33:1 at all times and a minimum share

capital of Rs.8,965 million and that its principal shareholders/promoters shall maintain a minimum shareholding of 60% at all times.

22. The borrower has undertaken not to declare a dividend or distribute profits after deduction of taxes in the event of default or irregularities.

311

23. The borrower has undertaken not to make a declaration of dividend in case the operating profits fall below the audited value of the previous year or increase capital expenditure by more than 15% as against the last audited figures without the consent of the bank.

24. The borrower has undertaken not to declare dividend if any installment towards principal or interest remains unpaid on its due date.

25. The borrower has undertaken to route all future cash flows through the working capital facility. 26. The borrower has undertaken not to withdraw or allow to be withdrawn any moneys brought in by the

promoters and directors, partners or relatives and friends of the promoters or directors or partners of the borrower without the prior consent of the lender.

27. The borrower has undertaken not to invest by way of share capital in or lend or advance funds to or place deposits with any other concern, except in the normal course of business without the prior consent of the lender.

28. The borrower has undertaken not to enter into any borrowing agreements either secured or unsecured, or obtain any financial assistance, or enter into any hire-purchase agreement during the currency of the loan without the prior consent of the lender.

29. The borrower has undertaken not to, without the prior written consent of the lender, attempt or purport to create any charge, mortgage, hypothecation, lien, pledge or other encumbrance over the security, or any part thereof, except for securing any other obligations of the borrower to the lender.

30. The borrower may not, without the permission of the lender, provide any loans or financial assistance, except in the ordinary course of business.

31. The borrower may not, without the permission of the lender, repay any indebtedness of a tenure of less than 12 months, without offering to proportionately prepay the facility.

32. The borrower has undertaken not to guarantee obligations on behalf of anyone else. 33. The borrower may not make any repayment of loans and deposits or discharge liabilities except as

shown in fund flow statements. 34. The borrower has undertaken not to allow use of the facility for retiring unsecured loans/advances

taken from subsidiary, group or associate companies. 35. The borrower must maintain a debt service cover ratio of 1.15:1 during the tenor of the facilities, a

gearing ratio of maximum 1.75:1 in Fiscal 2009, 1.5:1 in Fiscal 2010 and 1:1 in Fiscal 2011 and onwards.

36. The borrower has undertaken not to allow the ratio of total term debt to tangible net worth to exceed 2.25:1.

37. The borrower has undertaken to maintain a minimum debt service coverage ratio of 1.50 and a fixed asset cover of 1.50 during the tenure of the loan.

38. The borrower has undertaken to maintain a minimum debt service coverage ratio of 1.10, EBIDTA of more than 3.5, Debt/EBITDA of less than 3.5 from 2010 onwards, and a fixed asset cover of 1.30 during the tenure of the loan.

39. The borrower has undertaken not to allow the ratio of total term debt to tangible net worth to exceed 1:1.

40. If the borrower commits a default, the bank and the RBI shall have an unqualified right to name the borrower and its directors as defaulters and disclose their names to the Credit Information Bureau or any other agency.

41. The borrower has undertaken to keep the bank informed of any event likely to have a substantial effect on the borrower’s profits or business.

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SECTION VI - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as described below, there are no outstanding litigation, suits or criminal or civil prosecutions, proceedings or tax liabilities against the Company, its Directors, Subsidiaries, Promoters or members of the Promoter Group, that would have a material adverse effect on our business and there are no defaults or arrears in statutory dues, institutional/ bank dues or dues payable to holders of any debentures, bonds or fixed deposits and arrears of preference shares issued by the Company, that would have a material adverse effect on our business, other than unclaimed liabilities against the Company, its Directors, Subsidiaries, Promoters or members of the Promoter Group as on the date of this Letter of Offer. I. CONTINGENT LIABILITIES OF THE COMPANY, ON A CONSOLIDATED BASIS

(Rs. in million)

Particulars

As on March 31,

2009

Claims not acknowledged as debts (in respect of compensation demanded by the patients/their relatives for negligence).

284.48

Pending income tax litigation in respect of EHIRCL. This excludes demands aggregating Rs.82.84 million relating to the assessment years 2003-04 and 2004-05, which have been allowed by CIT (Appeals) and ITAT in favor of EHIRCL. However, the tax department has filed an appeal before the High Court of Delhi against such order. This also excludes the demand of Rs.814.88 million in respect of the assessment year 2001-02, which has been referred back to assessing officer for reassessment.

1,029.93

Customs duty/penalty for mis-declaration of imported goods in relation to EHIRCL. The matter is pending before the Central Excise and Service Tax Appellate Tribunal.

77.03

Corporate guarantee given to IDBI Bank by the Company in respect of financial assistance availed by one of the associates of the Company.

450.00

Corporate guarantee given to HDFC Bank by IHL in respect of financial assistance availed by one of the associates of the Company.

100.00

Corporate guarantee given to ABN Amro Bank in respect of financial assistance availed by one of the associates of the Company.

150.00

Others 1.73

For details of the Company’s contingent liabilities not provided for, on a consolidated basis, see the section titled “Financial Statements” beginning on page F-1 of this Letter of Offer. II. LITIGATION INVOLVING THE COMPANY Civil Proceedings

(i) Dr. Dhall has also filed a suit for mandatory injunction (No. 96/2006) against the Company before the

Additional District Judge, Delhi, alleging that, (a) the Company is representing itself to be the owner in possession of the Dhall Society property and has widely publicized that it has set up a super specialty hospital within the Dhall Society property, (b) the Company by its acts has put the interest of the Dhall Society in serious jeopardy, and (c) that the property in question can only be used by the Dhall Society. The following relief has been sought by Dr. Dhall:

• To pass a decree of mandatory injunction against the Company restraining the Company from claiming

itself as owner or in possession or dealing in any manner in respect of the immovable property at Vasant Kunj;

• To pass a decree of permanent injunction restraining the Company and its agents from dealing in any manner with the immovable property; and

• To pass a temporary injunction in respect of the above.

313

Dr. Dhall has subsequently filed an application dated September 1, 2006, seeking impleadment of FHTL as a defendant in the suit. The next date of hearing is September 29, 2009.

For details of other litigation involving the Dhall Society, see “—Litigation involving our O&M Contract Hospital” below under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(ii) Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited filed a suit (C.S (O.S) 1372/ 2005)

before the High Court of Delhi, against Escorts Limited, EHIRCL, Ms. Ritu Nanda, Mr. Rajan Nanda, Mr. G.B Mathur and others, challenging the amalgamation of the Delhi Society and the Chandigarh Society, and the subsequent conversion of the merged entity into a public limited company, inter alia, seeking a declaration that the amalgamation of the societies and the subsequent conversion to a company is void, and seeking an injunction restraining Escorts Limited from creating any third party interest with respect to its shares in EHIRCL. The High Court had, through an order dated September 30, 2005, ordered the parties to maintain status quo.

In the original suit (C.S (O.S) No. 1372/2005), Anil Nanda and another, on April 3, 2007, filed before the High Court of Delhi: (a) an interim application (I.A. No. 3983/2007) praying for the impleadment of Company as a defendant in the original suit (C.S (O.S) No. 1372/2005); and (b) another interim application (I.A. No. 3984/2007) before the High Court of Delhi, seeking an injunction against the Company from proceeding with its initial public offering.

The High Court of Delhi, through its order dated April 4, 2007, accordingly directed that the Company be impleaded as a defendant in the original suit (C.S. (O.S.) No. 1372/2005) referred to above. The High Court of Delhi had also in this order recorded the Company’s verbal undertaking that it would not transfer or alienate its shareholding in EHIRCL or make any variation or alteration in the share capital of EHIRCL until further orders of the High Court of Delhi.

Further, the Company filed a perjury application under Section 340 of the CrPC for commission of offences under Section 195(I)(b) of the CrPC, against Mr. Anil Nanda and others in respect of certain statements made by Mr. Anil Nanda and another in the aforesaid application.

In the original suit (C.S (O.S) No. 1372/2005), Anil Nanda and another, on April 30, 2007, filed an interim application (I.A. No. 4978/2007) for an amendment in the plaint, seeking (i) a direction restraining EHIRCL from distributing its profit to its shareholders in any manner, directly or indirectly and also making any loan or advance to any person, without the prior permission of the High Court of Delhi, and (ii) ad interim ex parte order in terms of the above relief.

Mr. Anil Nanda and another had filed another interim application (I.A. No. 4979/07) on April 30, 2007, for an amendment of the plaint. The plaintiffs had sought that the prayer clause of the plaint in the original suit be amended to include, that, (a) a decree of permanent injunction be passed against the Company and its officers, agents and employees from transferring, alienating or otherwise creating third party rights or interest with respect the shares held by the Company in EHIRCL, (b) a decree of permanent injunction against Escorts Limited and its officers, agents and employees from registering any transfer of shares effected by the Company, (c) a declaration that the initial public offering by the Company is illegal, void and bad in law, and (d) a declaration that the transfer under the share purchase agreement dated September 25, 2005 is illegal, void and bad in law. Pursuant to its order dated September 8, 2009, the High Court of Delhi allowed the application for amendment of the suit. In the original suit (C.S (O.S) No. 1372/2005), Anil Nanda and another, on August 6, 2007, filed an interim application (I.A. No. 8803/07) before the High Court of Delhi, praying that (a) appropriate action be taken against EHIRCL and the Company, its promoter, directors, associates and agents in accordance with the relevant provisions of the CPC for disobeying orders dated May 30, 2005 and April 4, 2007, (b) a receiver be appointed to take over the management and control, income, funds, banks accounts and assets of Escorts Hospital – Delhi and directions to the receiver to operate the Escorts Hospital – Delhi directly under his own supervision and to meet all expenses and costs of the functioning of Escorts Hospital – Delhi and employ the assets and funds of Escorts Hospital – Delhi

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only for charitable purposes, (c) direct EHIRCL and the Company to disclose the details of the transactions of purchase of shares which were held by Dr. Naresh Trehan in EHIRCL, (d) direct the EHIRCL and Company to disclose the details regarding the funds used for carrying out the transaction, and (e) direct the Company to deposit the share certificates in respect of the shares purchased by it, with the High Court of Delhi and restrain the Company from exercising any rights with respect of such shares.

A Single Judge, High Court of Delhi by an order dated July 3, 2008 dismissed the suit, together with all the applications filed therein, on the grounds that mandatory leave under Section 92 of the Code of Civil Procedure, 1908 (the “CPC”) was not obtained by the appellants and no relief, personal to the appellants, had been claimed. Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited had filed an appeal (No. R.F.A (O.S.) No. 44 of 2008) before the Division Bench of the High Court of Delhi, against the order dated July 3, 2008 by the Single Judge, High Court of Delhi. The Division Bench of the High Court of Delhi, by an order dated January 16, 2009, allowed the appeal and set aside the order of the Single Judge. No costs were awarded and the suit was restored to its original position and the interim order dated September 30, 2005 was also restored. On May 19, 2009 Escorts Limited filed an application under Order 7 Rule 11(b) of the CPC praying for (a) a direction to Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited to pay ad-valorem court fees on the value of the transactions for the acquisition of shares in EHIRCL, which was sought to be avoided or cancelled by Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited and (b) in the event of a failure to pay the court fees, a rejection of the plaint and dismissal of the present suit under the provisions of Order 7 Rule 11(b) of the CPC. The next date of hearing is October 15, 2009.

For details of the other litigation involving Mr. Anil Nanda and another, see “—Litigation involving EHIRCL” below under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

Medical Negligence

There are 15 complaints pertaining to alleged medical negligence and deficiency of service that have been filed against the Company by various parties, in various consumer redressal forums in India. The aggregate amount claimed in these complaints is approximately Rs.34.03 million. Of these complaints, six are in relation to cardiac care specialty, three are in relation to general surgery, one is in relation to neuro-sciences, one is in relation to both cardiac care and gastroenterology and four are in relation to general medical care, billing and insurance. The details of the major complaints in this regard, i.e., the complaints where an amount over Rs.5 million has been claimed, are as follows: (i) Ms. Amita Shyam Sunder and others have filed a complaint (No. 24/ 2006) against the Fortis Hospital

- Mohali, and others, in the State Consumer Disputes Redressal Commission, Punjab at Chandigarh, claiming compensation of Rs.10 million, on account of her husband’s death due to alleged negligence and deficiency in services by the hospital and its doctors. The next date of hearing is November 4, 2009.

(ii) Naresh Gopal and others have filed a complaint (No. 5 of 2008) against Dr. Sodhi’s Health Care and

others, including the Company, before the State Consumer Disputes Redressal Commission, Punjab at Chandigarh, claiming compensation, including punitive damages of Rs.5.08 million for loss of companionship, economic viability and mental and physical harassment undergone by the defendants. Mrs. Bimla (Devi) Gopal, mother of the complainants, underwent a laparoscopic hysterectomy at the Fortis Hospital Mohali pursuant to which she developed certain complications that resulted in her death. It has been alleged that her death was due to internal organ injury suffered from the laparoscopic hysterectomy. Further, the complainants have alleged that advice by the defendants, to avoid corrective surgery and withholding medical reports of Mrs. Bimla (Devi) Gopal, amounted to negligent management and deficiency in service by the defendants. The next date of hearing is November 6, 2009.

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(iii) A complaint has been filed by Lt. Col. Atma Singh (Retd.) (No. 3 of 2008) against the Managing Director, Fortis Hospital - Mohali and others before the State Consumer Disputes Redressal Commission, Punjab at Chandigarh, claiming compensation and damages of Rs.5 million on account of deficiency of services in the nature of gross negligence. The wife of the complainant, late Mrs. Raminder Atma Singh, had approached the defendants for a knee surgery but was diagnosed as having a cancerous tumor on one of her kidneys, which was subsequently operated on by the defendants. Another surgery was performed after the patient’s condition worsened. It has been alleged that the patient was not informed regarding any post-operative complications and was administered incorrect injections, which resulted in the patient’s death. The next date of hearing is September 24, 2009.

In addition, there are 12 cases pertaining to alleged medical negligence and deficiency in service filed against the Company by certain persons in various consumer redressal forums in India, where the claim in each case is less than Rs.5 million. The details of such cases are as follows:

S. No.

Case No./

Appeal No.

Complainant/

Applicant/

Plaintiff/

Appellant

Respondent/

Defendant

Forum

Amount involved, where

quantifiable (Rs.)

(I) Appeal No. 901/09 Fortis Hospital - Mohali

Ms. Sukhbir Kaur

State Consumer Disputes Redressal Commission, Chandigarh

0.11 million

(II) Appeal No. 963/09 Fortis Hospital - Mohali

Mr. Guriqbal State Consumer Disputes Redressal Commission, Chandigarh

1.00 million

(III) Appeal No. 1375/05

Mr. Tarlok Singh Fortis Hospital - Mohali

State Consumer Disputes Redressal Commission, Chandigarh

0.95 million

(IV) Complaint No. 4/2009

Ms. Roop Ram Fortis Hospital - Mohali

Permanent Lok Adalat, Ferozepur Cantonment, Punjab

0.23 million

(V) Complaint No. 191/2009

Mr. Des Raj Josan Med Save Healthcare Limited (Third Party Administrator)

District Consumer Disputes Redressal Forum, Ferozepur

0.30 million

(VI) Complaint No. 124/2007

Mr. Surjit Singh Nitin Nursing Home

District Consumer Disputes Redressal Forum, Patiala

1.80 million

(VII) Complaint No. 60/2008

Mr. Rabir Garg Amar Hospital District Consumer Disputes Redressal Forum, Patiala

1.80 million

(VIII) Complaint No. 52/2008

Mr. Surinder Singh Nitin Nursing Home

District Consumer Disputes Redressal Forum, Patiala

1.93 million

(IX) First Appeal No. 243/08

Mr. K.K. Sharma Fortis Hospital - Mohali

National Consumer Disputes Redressal Commission

3.00 million

(X) First Appeal No. 200/2004

Ms. Sarla Arora Fortis Hospital - Mohali

National Consumer Disputes Redressal Commission

1.90 million

(XI) Complaint No. 5004/2006

Brigadier A.C. Prem

Fortis Hospital - Mohali

District Consumer Disputes Redressal Forum, Patiala

1.00 million

(XII) Complaint No. 247/2007

Mr. Jai Narayanan FHL District Consumer Disputes Redressal Forum, Chandigarh

0.97 million

Income Tax Proceedings

(i) An appeal has been filed by the Company before the Commissioner of Income Tax (Appeals) XIII,

New Delhi, against an order dated December 26, 2006 of the Deputy Commissioner of Income Tax Circle 11(1), New Delhi upon completion of regular assessment for the assessment year 2004-05. The Company filed its return of income, declaring a loss of Rs.29.69 million and the matter was selected for scrutiny and notice was issued under the IT Act. The Deputy Commissioner, by the above order,

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determined the assessed loss to be approximately Rs.28.92 million as against the loss declared by the Company. A sum of Rs.0.58 million, paid by the Company on account of superannuation benefits for its staff in the absence of an approval from the Commissioner of Income Tax for the superannuation trust of the Company, was disallowed by the above order. A further disallowance of approximately Rs.0.19 million, being the penal interest levied under the Provident Funds Act, was made by the above order. Judgment is awaited.

(ii) An appeal has been filed by the Company before the Commissioner of Income Tax (Appeals) XIII,

New Delhi, against an order dated December 27, 2007 of the Deputy Commissioner of Income Tax Circle 11(1), New Delhi, upon completion of regular assessment for the assessment year 2005-06. The Company filed its return of income, declaring a loss of Rs.109.62 million and the matter was selected for scrutiny and notice was issued under the IT Act. The Deputy Commissioner, by the above order, determined the assessed loss to be Rs.108.57 million as against loss declared by the Company. A sum of Rs.1.05 million was disallowed on account of provision for leave encashment and payment of leave encashment out of the provisions for earlier years. The next date of hearing is yet to be notified.

(iii) An appeal has been filed by the Company before the Commissioner of Income Tax (Appeals) XIII,

New Delhi, against an order dated December 31, 2008 of the Additional Commissioner of Income Tax Range 11, New Delhi, upon completion of regular assessment for the assessment year 2006-07. The Company filed its return of income, declaring a loss of Rs.218.50 million and the matter was selected for scrutiny and notice was issued under the IT Act. The Additional Commissioner, by the above order, determined the assessed loss to be approximately Rs.216.13 million as against the loss declared by the Company. A sum of approximately Rs.2.37 million was disallowed on account of recruitment and training expenses. The next date of hearing is yet to be notified.

(iv) The IT Department, Mohali, has raised a demand of Rs.0.25 million on account of alleged non-

deduction of tax under Section 195 of the IT Act on expenses reimbursed to a payee, being resident of U.S.A by an order dated February 20, 2009. An appeal is being filed against the order before the Commissioner of Income Tax (Appeals), Chandigarh. The next date of hearing is yet to be notified.

Value Added Tax

The Excise & Taxation Officer, Mohali, has raised two demands of Rs.0.18 million and Rs.0.26 million, respectively, relating to the assessment years 2005-06 and 2006-07 pursuant to a routine audit conducted pursuant to an order dated January 7, 2009. An appeal was filed before the Deputy Excise & Taxation Officer against the above order by the Company. Hearing of the appeal has been completed and an order is awaited.

Labor Proceedings

Mr. Binaypreet Singh Narang, a former employee of the Company, has filed a statement of relief (Ref. No. 107/2007) before the Presiding Officer, Labor Court, Patiala, for reinstatement with continuity of service and full back wages, with consequential benefits. Mr. Narang has alleged that his services were illegally and arbitrarily terminated on November 11, 2006 by the Company. The next date of hearing is September 29, 2009. Mr. Amit Verma, a former employee of SRLL, who was deputed at the Fortis Hospital - Mohali, has filed a complaint on June 11, 2009 against SRLL and the Company before the Labor Commissioner, Mohali. Mr. Verma has alleged that his services were illegally and arbitrarily terminated by SRLL. The next date of hearing is October 12, 2009. Miscellaneous

(i) The Company has filed a SLP on December 4, 2008, before the Supreme Court of India against an

order dated November 17, 2008 of the Division Bench of the High Court of Punjab and Haryana, dismissing the writ petition filed by the Company against the State of Punjab, Punjab Infrastructure Development Board, Punjab Institute of Medical Sciences and others. The Punjab Infrastructure Development Board by an ‘Expression of Interest’ dated November 23, 2006 invited private sector participation for development and management of the Punjab Institute of Medical Science at Jalandhar.

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The Company made an application and was selected as an eligible bidder. A standing committee was appointed by the State Government for making recommendations in respect of the private sector participation. A sub-committee was formed by the standing committee which issued a fresh advertisement on October 16, 2007 to invite private sector participation for the project. The Company made a fresh application but its pre-qualification was withheld and the Company was unable to participate in the fresh bidding process for the project. The Company filed a writ petition before the High Court of Punjab and Haryana seeking, inter alia, to restrain the respondents from proceeding further with the bidding process and finalizing bids received from other bidders, which was dismissed by the order dated November 17, 2008. The matter is currently under scrutiny and the next date of hearing is yet to be notified.

(ii) A notice dated October 6, 2008 has been received by the Company from Jaguar Estates Private

Limited, the lessor of certain premises in Chandigarh rented by the Company, with respect to a show cause notice from the Assistant Estate Officer, Chandigarh dated October 1, 2008 stating that the premises were being misused under the Capital of Punjab (Development & Regulation) Act, 1956. The notice dated October 1, 2008 was not received by Jaguar Estates Private Limited. The Company has been directed to depute a representative to appear before the Assistant Estate Officer on October 7, 2008 to apprise the Assistant Estate Officer regarding the non-receipt of the notice, to obtain a copy of the show cause notice dated October 1, 2008 and seek a date for filing a reply. Further, Jaguar Estates Private Limited has also directed the Company to take immediate steps to remove the alleged misuse of the premises. A reply has not been filed by the Company as a reply is only required to be filed in the event an exemption is sought from the allegations of misuse. The next date of hearing is yet to be notified.

(iii) Kay Emm Bio-medicals Private Limited has filed a company petition (No. 70 of 2007) before the High Court of Delhi against the Company. The amount claimed is Rs.0.56 million, along with future and pendente lite interest at 24% p.a. until realization of such debt. The petitioner supplied certain pharmaceutical goods to the Company pursuant to a purchase order dated February 4, 2004. It has been alleged that payment for the pharmaceutical goods supplied to the Company, has not been received by the petitioner and that the Company by receiving an invoice for such pharmaceutical goods, has acknowledged the debt it owes to the petitioner. The petitioner has sought that the Company be wound up on the grounds that the Company can no longer pay its debt. The next date of hearing is January 8, 2010.

Notices Against the Company

Certain parties have issued legal notices to the Company, where the aggregate claim against the Company is approximately Rs.1.09 million. Except as specified below, the Company has filed its replies to each of these notices. These notices have not yet given rise to legal proceedings in any form. (i) The Punjab Medical Council has issued a notice dated November 11, 2005 against the Company and

others, being doctors at Fortis Hospital - Mohali, regarding publication of advertisements in the newspapers, in violation of the Indian Medical Council (Professional Conduct, Etiquette and Ethics) Regulations of 2002 and 2004. Pursuant to this notice, personal appearances were made and replies were sent to the Punjab Medical Council, stating that this advertisement had appeared without the knowledge and consent of the doctors against whom the notice has been issued. No further correspondence has been received in this relation as of this date.

(ii) The Company has received a legal cum demand notice dated October 31, 2006 from the legal counsel

to the Human Rights International, a registered society, alleging that the Company is charging heavy fees and charges for indoor patients at its Fortis Hospital - Mohali and is violating the human rights of the general public. The Company has filed its reply to this notice. No further correspondence has been received in this relation as of this date.

(iii) A notice dated January 27, 2009 has been received by the Company from Verble Surgical Instruments, a company which supplies surgical and orthopedic rehabilitation products to various hospitals of the Company, with respect to the rejection and cancellation of certain equipment supplied by it to the

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Company. Verble Surgical Instruments has sought justification for the rejection and cancellation of the equipment supplied and asked the Company to reconsider the cancellation of the equipment. A demand for release of the outstanding payments amounting to Rs.0.09 million has also been made in this notice. A reply has not been filed yet.

(iv) A notice has been received by the Manager, Fortis Hospital – Mohali, from Mrs. Mandeep Kaur on

August 9, 2008 alleging that the hospital and its doctors negligently conducted an operation on her son, a patient admitted in the hospital, that lead to intracranial hemorrhage resulting in the death of her son. Mrs. Manjeet Kaur has sought a compensation of Rs.1 million along with interest. A reply has been filed to this notice.

(v) A notice dated October 8, 2008 has been received by the Medical Director, Fortis Hospital – Mohali,

from Inscol Multi Specialty Hospital, Chandigarh regarding a letter dated January 2, 2008 by Fortis Hospital – Mohali, furnishing details with respect to the ‘D-Dimer Test’ conducted on Mrs. Inderjeet Kaur, who has filed a complaint against Inscol Multi Specialty Hospital. Fortis Hospital – Mohali has been requested to clarify that the ‘D-Dimer Test’ was conducted twice and not once, as indicated in the letter dated January 2, 2008, on Mrs. Inderjeet Kaur. Alternatively, Fortis Hospital – Mohali has been requested to issue a corrigendum to the report dated August 1, 2005 issued pursuant to the first ‘D-Dimer Test’. Fortis Hospital – Mohali has also been called upon to maintain records regarding the test reports and payments received. A reply has been filed to this notice.

(vi) A notice dated March 18, 2009, has been received by Fortis Hospital – Mohali from Mr. Ramesh

Aggarwal alleging that the he was over-charged by Rs.0.07 million for the two stents implanted in his heart amounting to an unfair trade practice on the part of the hospital. Mr. Aggarwal has sought an explanation for the excess charge and a refund of the excess amount along with interest and costs.

Proceedings initiated against the Company for economic offences There are no proceedings initiated against the Company for any economic offences. III. LITIGATION INVOLVING THE PROMOTERS Litigation involving FHHL

Nil

Litigation involving Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh For details regarding litigation involving Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, see “–Litigation involving the Directors” below under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. Proceedings initiated against the Promoters for economic offences There are no proceedings initiated against the Promoters for any economic offences. Litigation/Defaults in respect of the companies/firms/ventures with which our Promoters were associated in the past There is no outstanding litigation/defaults in respect of the companies/firms/ventures with which our Promoters were associated in the past. IV. LITIGATION INVOLVING THE DIRECTORS The Directors are not subject to any outstanding litigation pertaining to any tax liabilities, criminal/civil prosecution for any offences (irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act), disputes, defaults or arrears in statutory dues, either in their individual

319

capacities or in connection with the Company and other companies with which the Directors are associated, except as below: Writ Petition

Mr. Pradeep Kumar Asthana had filed a civil writ petition (No. 6564/2008) before the High Court for Rajasthan against the Union of India, SEBI, NSE, RSL through Mr. Sunil Godhwani and others. Mr. Asthana has alleged that RSL neither has the right to demand margin money nor the authority to control the account of client. RSL has received a show cause notice and the POA in has been filed. The matter is currently pending. Criminal Proceedings

(i) Mr. Miten Indulal Mehta has filed a complaint (No. 09/2008) against Mr. Sunil Godhwani and others,

before the Chief Judicial Magistrate, Jamnagar, alleging offences under Sections 406, 408, 420, 467, 468, 471, 114 and 120(B) of the IPC, Section 29 of the SEBI Act and Sections 65 and 66 of the Information Technology Act. Mr. Mehta has alleged that the shares lying in his margin trading funding account with RSL were sold without prior intimation, thereby causing financial loss to him. Further, the complainant has accused the employees of RSL of criminal conspiracy by means of creation of false documentation, criminal breach of trust by breaching the rules and regulations of the NSE, BSE and the SEBI and intentional misuse of information technology through computer usage. The complainant had requested an inquiry under Section 156 of the CrPC, imposition of severe punishment in accordance with law and an award of compensation for the financial loss suffered by the complainant.

The Chief Judicial Magistrate, by an order dated October 4, 2008, directed the police to investigate the matter under Section 156(3) of the CrPC Mr. Sunil Godhwani and others have filed a criminal writ petition (Criminal Misc. Application No. 14089 of 2008) before the High Court of Gujarat, seeking to quash the order dated October 4, 2008 passed by the Chief Judicial Magistrate. The High Court of Gujarat has by an order dated October 24, 2008 granted an ad interim relief to the petitioners, staying the proceedings before the Chief Judicial Magistrate pending final disposal of the proceedings before the High Court of Gujarat. The matter is currently pending.

(ii) Mr. Amit Tayal had filed an application before the Chief Judicial Magistrate, Sirsa under Section

156(3) of the CrPC for registering and investigation under Sections 406 and 420 of the IPC against RSL, Mr. Sunil Godhwani and others. Mr. Tayal had opened an account with RSL and deposited Rs.0.55 million in the account along with issuing instructions to the defendants to purchase 2,000 shares of Jindal Steel Limited. It has been alleged that after the purchase of the shares of Jindal Steel Limited, Rs.0.09 million were misappropriated by the defendants. Mr. Tayal has also alleged that subsequently he has not purchased any further shares or utilized the services of RSL and that the shares of Jindal Steel Limited bought by him were not transferred to his demat account even after repeated requests. The Chief Judicial Magistrate has directed the Police Station, Sirsa to undertake registration and investigation in the matter. RSL has duly submitted the documentation required by the authorities and investigation in the matter is underway. RSL and Mr. Tayal have executed a deed of settlement dated May 8, 2009, which has been submitted to the investigating officer.

(iii) Mr. Gurmeet Singh has filed a criminal complaint before the Judicial Magistrate (First Class),

Lucknow, under Sections 138 and 142 of the Negotiable Instruments Act, read with Sections 420 and Section 120-B of the IPC, against RWL, Mr. Shivinder Mohan Singh and others. A lease agreement had been executed by Mr. Singh for certain premises at Lucknow with the defendants. Mr. Singh has alleged that under the terms of the lease agreement, the defendants had agreed to pay a work order for the construction and purchase accessories for which certain cheques amounting to Rs.0.83 million were issued as part-payment. It has been alleged that such cheques were dishonored due to stop payments issued by the defendants. The matter is currently pending.

(iv) Ms. Manju Jain has filed a first information report (FIR No. 565/2009) against Mr. Sunil Godhwani

and others before the Police Station Hari Parvat, Agra, alleging offences under Section 420 of the IPC. Ms. Jain has alleged that certain trades in her account were completed without her instructions, as a

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result of which she has suffered losses of approximately Rs.4 million. Ms. Manju Jain has filed a caveat application in the High Court of Allahabad stating that Mr. Sunil Godhwani and others have been challenging the FIR and praying that no order should be passed without hearing the complainant. Investigation in the matter is currently pending.

(v) Mr. Pramod Tibrewal had filed an application under section 156(3) of the CrPC before the Chief

Judicial Magistrate, Gorakhpur, Uttar Pradesh pursuant to which a first information report (FIR No. 563/09) has been registered with the Police Station Cantt., Sardar, Gorakhpur under Sections 419, 420, 467, 468, 471, 384, 379, 504 and 506 of the IPC against the Chief Executive Officer of RSL and others. Investigation in the matter is currently pending.

Civil Proceedings

(i) Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited filed a contempt petition (Contempt

Petition No. 127 of 2005, arising out of C.S. (O.S) 1372 of 2005) against EHIRCL, Mr. O.P. Verma and Mr. Shivinder Mohan Singh, alleging willful disobedience of the status quo order dated September 30, 2005 passed in the civil suit before the High Court of Delhi, by issuing a post dated cheque of Rs.50 million dated November 25, 2005 to the IT Department, in response to a demand raised by the IT Department through its assessment order dated March 28, 2005 for the assessment year 2001-02. The suit and all pending applications were disposed of by an order dated July 3, 2008 of the Single Judge, High Court of Delhi and subsequently, the suit has been restored to its original position along with the status quo order dated September 30, 2005, by an order dated January 16, 2009 of the Division Bench of the High Court of Delhi. The next date of hearing is October 15, 2009.

(ii) Mr. Bhai Analjit Singh, Ms. Surinder Saini, Mr. B.B. Sawhney and Mr. A.K. Sharma, all executors of

the will dated August 28, 2005 of the late Dr. Bhai Mohan Singh, who was the grandfather of Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, have filed a suit (Probate Case No. 428 of 2006) against the heirs of late Dr. Bhai Mohan Singh, including Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh, Ms. Nimmi Singh and Mr. Bhai Manjit Singh, for the grant of the probate for the late Dr. Bhai Mohan Singh’s will, before the Additional District Judge, Tis Hazari Courts, Delhi. Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and Ms. Nimmi Singh have filed their no objections for grant of probate of the will of the late Dr. Bhai Mohan Singh. There is no monetary claim against Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh in this matter. The matter is currently pending and the next date of hearing is yet to be notified.

(iii) Mr. Bhai Manjit Singh has filed a suit (Suit No. 1673 of 2006) in the High Court of Delhi against Mr.

Bhai Analjit Singh, Mr. Malvinder Mohan Singh, Mr. Shivinder Mohan Singh and Ms. Nimmi Singh, praying for a decree for partition of one-third share of the estate, as constituted on the date of the death of the late Dr. Bhai Mohan Singh, declarations for the family settlement dated December 30, 1989, to be exercised in relation to certain matters, including settlement of the equity shares of M/s Delhi Guest House Private Limited that owns the premises at 15, Aurangzeb Road, New Delhi, and for an injunction directing the parties to the suit to confirm to the family settlement dated December 30, 1989. The matter is currently pending.

(iv) Mr. Vinay Bansal has filed a suit before the Civil Judge (Junior Division), Ludhiana, for rendition of

account and, a decree of permanent injunction restraining the defendants, from presenting the cheques lying with them and a grant of mandatory injunction directing the defendants to return the cheques to Mr. Bansal, against RSL through its chairman/managing director, and others Mr. Bansal has alleged that despite requisite payment made by him and being assured by RSL that his shares/securities would not be sold, his shares/securities were liquidated by RSL. He has also alleged that he had paid Rs.0.04 million in cash and was not given a receipt thereof and that Mr. Bansal did not receive contract notes and the account statement pertaining to his account. The next date of hearing is October 22, 2009.

(v) Dr. Jayaram Chigurupati and others have filed a petition dated June 30, 2009 before the Additional

Principal Bench, Company Law Board, Chennai against RLL, Zenotech Laboratories Limited (“ZLL”), Mr. Malvinder Mohan Singh, Mr. Balinder Singh Dhillon, Mr. Sunil Godhwani and others under Sections 397 and 398 read with Sections 402 and 403 and other applicable provisions of the

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Companies Act. The petition was filed to seek an order, inter alia, declaring the acts of certain of the respondents to be prejudicial to the interests of ZLL and constituting oppression of the petitioners, directing certain respondents not to interfere in the affairs of ZLL; directing that the petitioners be equally represented on the board of ZLL and that their consent be made mandatory for all policy decisions affecting ZLL; directing the constitution of a committee to submit a report on the loss suffered by ZLL due to the failure of RLL to enable certain clinical trials and to market the products of ZLL and to initiate surcharge proceedings to recover such loss and directing the termination of all subsisting agreements between ZLL and RLL. The Company Law Board has ordered a board meeting of ZLL to be convened. The next date of hearing is yet to be notified.

(vi) Mr. Jupudi Subba Rao has filed a suit for recovery and damages (O.S. No.982 of 2009) before the

Senior Judge in the City Civil Court, Hyderabad against RSL and others for a sum of approximately Rs.0.50 million, along with interest at the rate of 24% per annum from January 1, 2009 until the date of realization and the costs of the suit. Mr. Subba Rao has inter alia alleged that under a client referral agreement with RSL, he is paid a commission on the volume of business generated by the clients referred by him to RSL and that certain amounts due to him from RSL as commission have been withheld. The matter is currently pending.

(vii) For details of the civil suit ((O.S.) No. 891 of 2008) see “Litigation involving our Subsidiaries –

Litigation involving EHIRCL” below under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

Consumer Proceedings

(i) Mr. Hitesh Chetan Thakur has filed a consumer complaint (No. 464/2008), against Sunil Godhwani,

Mr. Malvinder Mohan Singh and others before the District Consumer Disputes Redressal Forum, Vadodra, Gujarat, under the Consumer Protection Act. The complainant has alleged that the defendants had assured him that he would be informed regarding shortage of money in his account and would be given time to make the payments. However, on January 21, 2008, his positions in the F&O segment were liquidated without any intimation to him. Mr. Thakur has claimed a refund of Rs.0.18 million, along with interest, for the loss caused to him and has also claimed Rs.0.02 million as damages for mental agony. The next date of hearing is September 25, 2009.

(ii) Mr. Nandlal Jamnadas Bajaj has filed a consumer complaint (No. 465/2008) against Mr. Sunil

Godhwani, Mr. Malvinder Mohan Singh and others before the District Consumer Disputes Redressal Forum, Vadodra, Gujarat, under the Consumer Protection Act. Mr. Bajaj held positions in the F&O segment and the defendants had taken equity shares as security for the margin money from Mr. Bajaj. It has been alleged that Mr. Bajaj was assured that as and when his account would be in debit and if RSL required money, RSL would give prior notice with sufficient time to Mr. Bajaj for the payment of such debit amount. However, on January 21, 2008 and January 22, 2008, his positions in the F&O segment were liquidated without any intimation to him. Mr. Bajaj has sought a refund of Rs.0.66 million, along with interest, for the loss caused to him and has also claimed Rs.0.02 million as damages for mental agony. The next date of hearing is September 25, 2009.

(iii) Ms. Krishna Chetan Thakur has filed a consumer complaint (No. 460/2008) against Mr. Sunil

Godhwani, Mr. Malvinder Mohan Singh and others before the District Consumer Disputes Redressal Forum, Vadodra, Gujarat, under the Consumer Protection Act. Ms. Thakur held positions in the F&O segment and has alleged that she was assured that as and when her account would be in debit and if RSL required money, RSL would give prior notice with sufficient time to Ms. Thakur for the payment of such debit amount. However, on January 23, 2008 her positions in the F&O segment were liquidated without any intimation to her. Ms. Thakur has claimed a refund of Rs.0.22 million, along with interest, for the loss caused to her and has also claimed Rs.0.02 million as damages for mental agony. The next date of hearing is September 25, 2009.

(iv) Ms. Padma Ishwarbhai Sitlani has filed a consumer complaint (No. 720/2008) against Mr. Sunil

Godhwani, Mr. Malvinder Mohan Singh and others before the District Consumer Disputes Redressal Forum, Vadodra, Gujarat, under the Consumer Protection Act. Ms. Sitlani held positions in the F&O

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segment and has alleged that she was assured that as and when her account would be in debit and if RSL required money, RSL would give prior notice with sufficient time to Ms. Sitlani for the payment of such debit amount. However, on January 22, 2008 and 23 January, 2008, her positions in the F&O segment were liquidated without any intimation to her. Ms. Sitlani has claimed a refund of Rs.0.25 million along with interest, for the loss caused to her and has also claimed Rs.0.02 million as damages for mental agony and physical suffering. The matter is currently pending.

(v) Ms. Jaya Durgadas Satlani has filed a consumer complaint (No. 721/2008) against RSL, Mr. Sunil

Godhwani and Mr. Malvinder Mohan Singh before the District Consumer Disputes Redressal Forum, Vadodra, Gujarat under the Consumer Protection Act. Ms. Sitlani held positions in the F&O segment and has alleged that she was assured that as and when her account would be in debit and if RSL required money, RSL would give prior notice with sufficient time to Ms. Sitlani for the payment of such debit amount. However, on January 21, 2008, her positions in the F&O segment were liquidated without any prior intimation. Ms. Satlani has claimed Rs.0.24 million for the loss caused to her, along with interest at the rate of 11% p.a. She has also claimed Rs.0.02 million towards damages for mental agony. The matter is currently pending.

(vi) Mr. Deepak Kumar Pancholi has filed consumer complaint (No. 722/2008) against Mr. Sunil

Godhwani, Mr. Malvinder Mohan Singh and others before the District Consumer Disputes Redressal Forum, Vadodra, Gujarat, under the Consumer Protection Act. Mr. Pancholi has alleged that the defendants had assured him that he would be informed regarding shortage of money in his account and would be given time to make the payments. However, on January 21, 2008, January 22, 2008 and January 23, 2008, his positions in the F&O segment were liquidated without any intimation to him. Mr. Pancholi has claimed a refund of Rs.0.06 million, along with interest, for the loss caused to him and has also claimed Rs.0.02 million as damages for mental agony and physical suffering. The matter is currently pending.

(vii) Mr. Krishan Lal Kalra has filed a complaint (No. 282/2008) before the District Consumer Redressal

Forum, Panipat against RSL through its Managing Director, Mr. Sunil Godhwani and others. The complainant has alleged that he had made a payment on account of deficiency in margin money by a cheque which was illegally credited into another account intentionally. Mr. Kalra requested for his share and account holdings and discovered that shares amounting to Rs.0.93 million of Siemens and Ultra Tech were sold due to deficiency of funds and certain shares were sold at a lesser value resulting in a loss of Rs.0.30 million to Mr. Kalra. The Consumer Forum, Panipat, by an order dated August 3, 2007, had directed the defendants to pay Rs.30 million along with a compensation of Rs.0.1 million to Mr. Kalra. On the failure of the defendants to comply with the order dated August 3, 2007, Mr. Kalra had filed an execution petition which was withdrawn on receipt of Rs.0.43 million by RSL. Mr. Kalra has also alleged that 6,000 shares of Andhra Bank Limited were sold without his consent and that he has suffered losses. He has also alleged that he was having sufficient margin in his account despite which he had been asked to pay margin. Mr. Kalra has claimed Rs.0.22 million, along with interest, towards losses suffered by him and has also claimed Rs.0.20 million towards compensation on account of deficiency of service. The next date of hearing is October 20, 2009.

(viii) Mr. Nilesh Indulal Mehta has filed a complaint (No. 324/2008) before the District Consumer Disputes

Redressal Forum, Jamnagar, Gujarat against RSL through its Managing Director, Mr. Sunil Godhwani and others. The complainant has alleged that he did not receive timely delivery of shares purchased by him through his account and has consequently suffered losses. Mr. Mehta has claimed Rs.0.22 million along with interest, towards losses suffered by him and has also claimed Rs.0.20 million as compensation on account of deficiency of service. The matter is currently pending.

(ix) Mr. Naresh Moolchanani has filed a consumer complaint (No. 872/2008), before the District Consumer

Disputes Redressal Forum, New Delhi, against RSL, through its Managing Director, Mr. Sunil Godhwani and others. RSL has not received a copy of complaint. The matter is currently pending.

(x) Mr. Tarun Goel has filed a consumer complaint (No. 1473/2008), before the District Consumer

Disputes Redressal Forum, New Delhi, against the Chief Executive Officer of RSL and others. Mr. Goel had alleged that transactions in Tele Data Shares in his account were done without his consent.

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Mr. Goel has sought an amount of Rs.0.18 million, along with interest, for the losses suffered by him from the date of purchase of Tele Data Shares, as compensation for the mental agony caused to him and the cost of litigation. The matter is currently pending.

(xi) Mr. Mahendra Aggarwal (HUF) has filed a complaint (No. 317A/2008), before the District Consumer

Disputes Redressal Forum, New Delhi against RSL through its Chairman and others. Mr. Aggarwal has alleged that he had been assured of good returns that trades in his account were done without his consent and he has thus suffered losses. Mr. Aggarwal has sought an amount of Rs.0.91 million, along with interest, towards the losses suffered by him from January 13, 2007, as compensation for the mental harassment and agony caused to him and the cost of litigation. The matter is under adjudication and the next date of hearing is October 15, 2009.

(xii) Mr. Fazulr Rahman has filed a complaint (No. 25/2008) before the District Consumer Redressal Forum

Kamrup, Guwahati, against the Manager and Chief Executive Officer of RSL. Mr. Rahman has alleged that RSL had failed to provide any services in relation to opening and activating his account for the purpose of online buying and selling of equity, despite repeated requests from Mr. Rahman. Further, RSL failed to refund the amount of Rs.0.005 million, deposited by Mr. Rahman for such services. Mr. Rahman has sought a refund of Rs.0.005 million along with interest with effect from November 20, 2007, Rs.0.16 million for the loss of potential market earning by Mr. Rahman, for the mental harassment and mental agony and costs and expenses. The matter is currently pending.

(xiii) Mrs. Ranjana Sharma has filed a complaint (No. 394/2008), before the District Consumer Disputes

Redressal Forum, Gorakhpur, against RSL, through its Chief Executive Officer and others. Mrs. Sharma has alleged that she had deposited some money in her account and although transactions were not carried out from her account, she was not given her money when she made a demand for it. It has also been alleged that despite Mrs. Sharma’s request to close her account, the account remained active. Mrs. Sharma has a sought a refund of Rs.0.04 million, Rs.0.4 million as compensation and Rs.0.01million towards costs. The next date of hearing is November 12, 2009.

(xiv) Mr. Amit Tayal has filed a consumer complaint (No.169/2008), before the District Consumer Disputes

Redressal Forum, Sirsa, under Section 12 of the Consumer Protection Act, against RSL alleging that RSL has adopted unfair trade practices to his detriment. Mr. Tayal had opened a trading account, deposited a sum of Rs.0.55 million, authorized the purchase of 2,000 shares of ‘Jindal Steel Limited’ aggregating to Rs.0.46 million and the balance amount in Mr. Tayal’s account was to be retained as security for further trading, as authorized by Mr. Tayal. It has been alleged that, despite repeated requests the 2,000 shares were not credited into his demat account and instead, an incomplete copy of Mr. Tayal’s trading account revealed several unauthorized trades and a negative balance. Mr. Tayal has sought a refund of Rs.0.09 million along with interest and a compensation of Rs.0.1 million for physical and mental harassment. Further, he has asked that 2,000 shares of ‘Jindal Steel Limited’ be credited into his demat account. The matter is currently pending.

(xv) Mr. Keshavjibhai Bhanjibhai Nakum has filed consumer complaint (No. 166/08), before the District

Consumer Disputes Redressal Forum, Jamnagar, under Section 12 of the Consumer Protection Act against RSL, Branch Manager and Mr. Sunil Godhwani, its Managing Director. Mr. Nakum has alleged that the trades done in his account after January 31, 2008, by the defendants, were done without his instructions and resulted in losses to his account. Mr. Nakum has claimed Rs.0.47 million towards the loss caused to him. The matter is currently pending.

(xvi) Mr. Ajay Kant Garg has filed a consumer complaint (No.343/09) dated April 28, 2009 before the

District Consumer Disputes Redressal Forum, Delhi against RSL, its Chief Executive Officer and Branch Manager. Mr. Kant has alleged that his securities were squared off/liquidated due to margin shortage despite the fact that Mr. Garg offered to pay the margin money in his account. Mr. Garg has claimed Rs.0.34 million towards losses due to squaring off, Rs.0.5 million towards unfair trade practice, deficiency in service, etc. and Rs.0.05 million towards legal expenses and costs. The date for the filing of a reply has been fixed for October 7, 2009.

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(xvii) Mr. Purshotam Lal Mehndiratta has filed a consumer complaint (No.1098/2009) before the District Consumer Disputes Redressal Forum, Jaipur against RSL, its Managing Director and others. Mr. Mehndiratta has alleged that due to deficiency in services of RSL, he could not get the benefit of buy back of 200 shares of RLL. Mr. Mehndiratta has claimed Rs.0.1 million towards financial loss, Rs.0.05 million towards mental agony and Rs.0.01 million towards attorney fees. The matter is currently pending.

Arbitration Proceedings

(i) Mr. Sunil Kumar Sinha, a client of RSL, has filed an application (Misc Case No.19/2007) under

Section 34 of Arbitration and Conciliation Act, 1996 (the “Arbitration Act”) challenging the award dated July 30, 2007, by which RSL’s claim for recovery of Rs.0.06 million had been allowed. Mr. Sinha has sought that the arbitration award be declared illegal, void and non-operative and the arbitration proceedings before the RAC, Kolkata be declared as time-barred, void and not maintainable. The matter is currently pending.

Labor Proceedings

(i) Mr. A.K. Singh, Labour Inspector, Allahabad has filed a complaint (No.MW 042/2008) under the Minimum Wages Act, 1948, against Mr. Sunil Godhwani and others before the Deputy Labour Commissioner, Allahabad, Uttar Pradesh. It has been alleged that RSL failed to carry out its statutory obligations under the Minimum Wages Act, 1948 and pursuant to a show cause notice dated June 18, 2009, RSL has been asked to clarify the non-compliance of an order dated July 11, 2008 under which RSL was ordered to deposit Rs.0.08 million with the Deputy Labour Commissioner, Allahabad. The matter is currently pending.

(ii) Mr. Shashank Prakash Jain has filed a complaint against the Managing Director of RSL and others alleging that he was dismissed from service with RSL in violation of the Uttar Pradesh Industrial Disputes Act, 1947. Pursuant to a notice from the Office of the Deputy Labor Commissioner, Allahabad, conciliation proceedings in the matter have been initiated before the office of the Assistant Labor Commissioner. The matter is currently pending.

(iii) Mr. Lokendra Singh Chauhan has filed a complaint (No.5507/2008) under the Industrial Disputes Act,

1947, against Mr. Sunil Godhwani and others before the Assistant Labour Commissioner, Indore. Mr. Chauhan has alleged that he was dismissed from service without being issued a show cause notice or an opportunity to provide an explanation. The matter has been referred to the Presiding Offier, Labour Court, Indore. The next date of hearing is October 6, 2009.

Notices Against the Directors

An inspection memo dated February 26, 2009 was issued by the Labor Enforcement Officer against Mr. Sunil Godhwani and the branch office of RSL at Ghaziabad for the violation of Sections 12, 14 and 18 of the Minimum Wages Act, 1948, as amended, and Rules 21, 25 and 26 of the U.P. Minimum Wages Rules, 1952. RSL has been directed to file its reply and explain why action should not be taken against it for the alleged violation.

In addition, Punjab Wireless Systems Limited (“Punwire”) appears on the Reserve Bank of India’s Suit Filed Accounts list of willful defaulters for the non-payment of dues to IndusInd Bank Limited and Indian Overseas Bank. Mr. Rajan Kashyap (in his capacity as a director of Punwire) is currently on RBI’s list of defaulters. Proceedings initiated against the Directors for economic offences Except as disclosed in this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer, there are no proceedings initiated against the Directors for any economic offences. V. LITIGATION INVOLVING OUR SUBSIDIARIES

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The Subsidiaries are not subject to any outstanding litigation pertaining to any tax liabilities, criminal/civil prosecution for any offences (irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act), disputes, defaults or arrears in statutory dues, either in their individual capacities or in connection with the Company and other companies with which the Directors are associated, except as below: Litigation involving EHIRCL Public Interest Litigation

Social Jurist, a group of lawyers, has filed a public interest litigation in the High Court of Delhi (C.W.P No. 2866/2002) against the Government of Delhi and others, in connection with the failure of the Government of Delhi to ensure that all hospitals and nursing homes to which the Government of Delhi has allotted land at concessional rates should comply with the conditions of the allotment, specifically relating to the provision of free treatment to indigent persons. The High Court of Delhi through its order dated March 3, 2004, directed the Government of Delhi to take action against any hospitals and nursing homes found to be in non-compliance of the conditions prescribed in this regard by the Justice Qureshi Committee Report. The High Court of Delhi further issued notices to such hospitals and nursing homes, including EHIRCL, through its order dated March 24, 2004. The High Court of Delhi delivered its final judgment in this matter on March 22, 2007. The Court, among other things, issued the following directions:

(i) Free treatment should be provided to the extent of 25% and 10% in the OPD and the IPD, respectively,

with effect from the date the hospitals have become functional.

(ii) Hospitals which have not complied with or have partially complied with the conditions of land allotment are required to make payment to the extent of the proportionate percentages of free patient treatment from the date of commencement of operations following the allotment of land. This amount is required to be deposited in a central corpus which shall be utilized for the welfare, healthcare and treatment of the poorer section of society in Government hospitals.

(iii) A special committee should be constituted, which shall determine the amount payable in terms of the Court’s directions. The Court clarified that every person who has no income or whose monthly income is below Rs.5,000 shall be treated under the category of indigent patients to begin with, unless and until the Committee constituted pursuant to this judgment takes a final view in regard to the criteria of minimum income for receiving these benefits. Further, indigent patients will be provided free admission, bed, medication, treatment, surgery facility, nursing facility and all consumables and non-consumables. The Court also issued directions with respect to the establishment of special referral centers by which indigent patients would be referred to the hospitals covered under this judgment.

(iv) In the event any hospital is found not complying with these directions and fails to pay the amounts required to be paid into the special corpus in terms of its judgment, the Director or Medical Superintendent and Members of the Trust or Society who are running the hospital among others would be liable to be proceeded against in accordance with law.

(v) Without prejudice to the foregoing action, the competent authority or the Government of India also would be entitled to initiate actions, pursuant to the terms and conditions of the letter of allotment and the lease deeds including cancellation of lease, re-entry to the premises and taking possession of the concerned hospital in accordance with applicable law.

(vi) An Inspection Committee should be constituted, which would be at liberty to inspect the hospitals covered under these directions, to oversee the implementation of the Court’s directions and, if necessary, to apply to the Court for issuance of any further directions or for action to be taken against the defaulters under the provision of the Contempt of Courts Act read with the Constitution of India. EHIRCL filed an SLP (S.L.P (Civil) No. 522/08) and an application for condonation of delay, together with five other hospitals, on November 28, 2007 against the High Court of Delhi order dated March

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22, 2007. On January 4, 2008, the Supreme Court issued a notice on the application for condonation of delay and granted an interim stay against the order of the High Court of Delhi with respect to operations and investigations such as X-Ray, Ultrasound, CT Scan etc., 25% OPD and 10% IPD of the total number of beds to be provided as free beds for patients belonging to lower socio-economical groups. The matter is currently pending.

For further details, see the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages viii and 275 of this Letter of Offer.

Civil Proceedings

(i) Mr. K.L Sehgal has filed a civil suit ((O.S.) No. 891 of 2008) before the High Court of Delhi against

EHIRCL, Mr. Shivinder Mohan Singh and others for recovery of Rs.2.04 million along with interest already accrued and pendente lite and future interest at the rate of 18% per annum. Mr. Sehgal was appointed on a retainer basis with EHIRCL in 1999 with a remuneration of Rs.0.04 million per month along with certain allowances which were later enhanced pursuant to a retainership agreement, renewable on a yearly basis. Subsequently, Mr. Sehgal’s services were terminated with effect from May 18, 2007. Mr. Sehgal has alleged that his services were unilaterally terminated by EHIRCL without any reasons being assigned thereof which is illegal and unjustified and has caused him severe mental agony. It has also been alleged that certain sums payable to Mr. Sehgal have been withheld by the defendants. The next date of hearing is December 9, 2009. For further details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(ii) Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited filed a suit (C.S (O.S) 1372/ 2005) in the High Court of New Delhi, against Escorts Limited, EHIRCL, Ms. Ritu Nanda, Mr. Rajan Nanda, Mr. G.B Mathur and others, challenging the amalgamation of the erstwhile Delhi Society and erstwhile Chandigarh Society, and the subsequent conversion of the merged entity into a public limited company, inter alia, seeking a declaration that the amalgamation of the societies and the subsequent conversion to a company is void, and seeking a permanent injunction restraining Escorts Limited from creating any third party interest with respect to its shares in EHIRCL. The High Court had, through an order dated September 30, 2005, ordered the parties to maintain status quo. The plaintiffs filed an application (No. 9139 of 2005) seeking certain interim reliefs including (a) restoration of charitable status; (b) the appointment of a receiver and/or independent directors to manage the affairs of Escorts Hospital - Delhi; (c) an order to restrain EHIRCL from using its assets to satisfy any dues to the DDA and the department of income tax; and (d) an order to restrain EHIRCL’s existing directors from interference in the day to day management of the Escorts Hospital - Delhi. The plaintiffs also filed a contempt petition (Contempt Petition No. 127 of 2005) against EHIRCL, Mr. Shivinder Mohan Singh and Mr. O.P. Verma, alleging willful disobedience of the status quo order dated September 30, 2005. Subsequently, the plaintiffs filed an application (No. 1614 of 2006) for an amendment of the plaint (No. C.S (O.S) No. 1372 of 2005) to incorporate a plea that the amalgamation of the erstwhile Delhi Society and the Chandigarh Society was not proper based on an inspection of records of the Registrars of Societies at Delhi and Chandigarh. The High Court of Delhi through an order dated March 6, 2006 allowed the amendment to the plaint. In relation to these matters, Escorts Limited also filed an application (I.A. No. 3463 of 2006) for perjury against the plaintiffs. The plaintiffs filed another application (No. 7817 of 2005) seeking certain interim relief, including (a) an ad interim injunction restraining the defendants from divesting their shareholding in EHIRCL; (b) an ad interim injunction directing an immediate co-option on the board of directors of EHIRCL of at least five or more persons of national repute/ philanthropists; (c) an ad interim ex parte injunction directing the defendants not to transfer, alienate or create any third party right or to encumber in any manner the immovable properties, assets and/or the reserves of EHIRCL; and (d) an ad interim ex

parte injunction restraining EHIRCL from handing over management or control of EHIRCL, by any means whatsoever, to any third party during the pendency of the present suit.

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Escorts Limited filed a subsequent application in September 2006, praying that the High Court of Delhi should restrain the escrow agent, HDFC Bank Limited from parting with possession of the amount of Rs.1,499.90 million lying in the escrow account and restrain the Assistant Commissioner of Income Tax from recovering the tax demand requested in its demand notice dated September 7, 2006 against EHIRCL from the escrow account. Escorts Limited filed another application (I.A. No. 10731/ 2006) dated September 21, 2006, praying that the High Court should implead HDFC Bank Limited, the Assistant Commissioner of Income Tax Central Circle-3, and the Company as parties in the Anil Nanda Civil suit. Escorts Limited filed a subsequent application dated September 22, 2006, praying that the High Court of Delhi should issue a clarification that the amount of Rs.1,499.90 million in the escrow account with HDFC Bank Limited is not part of any charitable corpus and is not covered by the status quo order of the court dated September 30, 2005. The High Court of Delhi, through its order dated September 26, 2006, directed that its previous order dated September 30, 2005 be sent to HDFC for compliance with the status quo order. The Assistant Commissioner of Income Tax Range II, Chandigarh, however, issued a notice dated November 10, 2006 to HDFC, ordering it to release approximately Rs.1,266 million and any amounts that may subsequently become due from Escorts Hospital - Delhi for the assessment years 2001-02 and 2003-04, from the escrow account. The Assistant Commissioner of Income Tax issued a subsequent order dated November 14, 2006 to HDFC, threatening attachment of its assets as it would then be treated as an assessee in default, and a subsequent demand notice dated November 15, 2006 to HDFC, raising a demand for approximately Rs.649.9 million. Escorts Limited filed a contempt petition (Contempt Petition No. 149/2006) dated November 20, 2006, seeking directions restraining the ACIT from recovering EHIRCL’s outstanding tax liability from the escrow account held by HDFC, in violation of the previous orders of the High Court of Delhi dated September 30, 2005 and September 26, 2006. Subsequently, EHIRCL and others received a notice dated December 6, 2006, of an interim application filed by Mr. Anil Nanda and another against them in a suit (C.S (O.S) No. 1372/2005) praying, inter

alia, that appropriate action be taken against EHIRCL, its promoters, directors and agents for disobeying the interim order of the High Court of Delhi dated September 30, 2005, whereby the High Court of Delhi ordered the parties to maintain status quo.

The Single Judge, High Court of Delhi by an order dated July 3, 2008 dismissed the suit filed by the appellants against Escorts Limited, EHIRCL, Ms. Ritu Nanda, Mr. Rajan Nanda, Mr. G.B Mathur and others, challenging the amalgamation of the erstwhile Delhi Society and Chandigarh Society, and the subsequent conversion of the merged entity into a public limited company. The Single Judge dismissed the suit, together with all the applications filed therein, on the grounds that mandatory leave under Section 92 of the CPC was not obtained by the appellants and no relief, personal to the appellants, had been claimed. Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited had filed an appeal (No. R.F.A (O.S.) No. 44 of 2008) before the Division Bench of the High Court of Delhi, against the order dated July 3, 2008 by the Single Judge, High Court of Delhi. The Division Bench of the High Court of Delhi, by an order dated January 16, 2009, allowed the appeal and set aside the order of the Single Judge. No costs were awarded and the suit was restored to its original position and the interim order dated September 30, 2005 was also restored. On May 19, 2009 Escorts Limited filed an application under Order 7 Rule 11(b) of the CPC praying for (a) a direction to Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited to pay ad-valorem court fees on the value of the transactions for the acquisition of shares in EHIRCL, which was sought to be avoided or cancelled by Mr. Anil Nanda and M/s Federal Moghul Goetze (India) Limited and (b) in the event of a failure to pay the court fees, a rejection of the plaint and dismissal of the present suit under the provisions of Order 7 Rule 11(b) of the CPC. The next date of hearing is October 15, 2009.

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For details of the other litigation involving Mr. Anil Nanda and another, see “—Litigation involving the Company” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(iii) The DDA had issued a show cause notice dated October 31, 2003 to EHIRCL, alleging non-

compliance of certain conditions with respect to the allotment of land to EHIRCL, specifically relating to an obligation to reserve 25% of the hospital’s beds for free treatment to indigent patients. Subsequently, the DDA issued a show cause notice dated April 21, 2004 to EHIRCL, stating that the vesting of land with EHIRCL pursuant to the merger of the erstwhile Delhi Society, which was the original allottee, and the erstwhile Chandigarh Society, was illegal since the DDA’s prior consent to such transfer was not obtained. Pursuant to the show cause notices dated October 31, 2003 and April 21, 2004, the DDA, through the DDA Order i.e. the order dated October 6, 2005 (F/4 14(18)8/IL/2417), has treated both the initial merger of the societies and the subsequent conversion to a company as prohibited transfers of property under the terms of its lease of the land and, accordingly, has terminated the allotments in respect of the land on which Escorts Hospital - Delhi is located. In response, EHIRCL filed an original miscellaneous petition (O.M.P 364/2005) in the High Court of Delhi, seeking to invoke the arbitration clause under certain lease deeds with the DDA, a declaration that the order of the DDA is illegal and a permanent injunction restraining the DDA from dispossessing EHIRCL of the hospital land without due process of law. The High Court of Delhi by an order dated October 7, 2005 granted an interim stay, restraining the DDA from recovering physical possession of property. EHIRCL filed an arbitration application in March 2008 before the High Court of Delhi (A.A No.104 /08) for appointment of a sole arbitrator and reference of disputes to arbitration. The High Court of Delhi issued notice on the application on March 14, 2008 and by an order dated March 18, 2008 stated that the interim order dated October 20, 2008, passed in the civil suit, shall subsist and bind the parties until the arbitration proceedings are pending. The next date of hearing in the arbitration application is September 25, 2009.

(iv) Additionally, EHIRCL has filed a civil suit in the High Court of Delhi (C.S (O.S) 1440/2005) in

respect of the remaining parcels of land not covered by the abovementioned lease deeds seeking a declaration that the DDA Order is illegal and a permanent injunction restraining the DDA from dispossessing EHIRCL of the hospital land. The High Court of Delhi has granted an interim stay through its order dated October 20, 2005, restraining DDA from recovering physical possession of property until the next date of hearing. The next date of hearing is November 9, 2009.

(v) The Estate Officer issued a show cause notice dated November 9, 2005, to EHIRCL, initiating eviction

proceedings against EHIRCL alleging that EHIRCL is an unauthorized occupant under the Public Premises Act on the grounds that, (a) the consent of the DDA was not obtained prior to the vesting of land with EHIRCL, pursuant to the merger of the erstwhile Delhi Society, which was the original allottee, and the erstwhile Chandigarh Society, and (b) EHIRCL is in violation of the condition to provide free beds to indigent patients, in terms of its allotment letters/ lease deeds. EHIRCL filed an application before the Estate Officer requesting a stay of the eviction proceedings initiated in this matter. As the proceedings were not stayed by the Estate Officer, EHIRCL filed a civil writ petition (No. 4627 of 2006) in the High Court of Delhi against the DDA and the Estate Officer, for quashing the order of the DDA, and requesting a stay in the proceedings before the Estate Officer. A Single Judge, High Court of Delhi dismissed the writ petition through his order dated April 3, 2006.

EHIRCL filed a Letters Patent Appeal (No. 612 of 2006) (“LPA”) before the Division Bench of the High Court of Delhi, challenging the above order of the Single Judge, High Court of Delhi dated April 3, 2006. The Division Bench of the High Court of Delhi passed an order dated April 24, 2006 issuing notice on the LPA. The High Court through its order dated April 24, 2006 modified its previous order to include directions that no final order shall be passed by the Estate Officer during the pendency of the LPA. The Estate Officer accordingly suspended the eviction proceedings initiated against EHIRCL, until the final determination of this matter. The Division Bench of the High Court of Delhi passed an order dated September 3, 2007 dismissing the LPA.

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(vi) The Estate Officer and the DDA thereafter issued a notice dated October 8, 2007 under Section 4 (1) of Public Premises to EHIRCL for resuming the proceeding under Public Premises Act. The next date of hearing is September 29, 2009.

(vii) EHIRCL has filed an SLP (S.L.P (Civil) No. 20190/07) before the Supreme Court of India,

challenging the order of the Division Bench of High Court of Delhi dated September 3, 2007. The Supreme Court of India on October 29, 2007 as an interim measure issued an order stating that the proceedings before Estate Officer may continue but no final order may be passed in such proceedings until further orders. On November 16, 2007, the Supreme Court of India issued notice. The next date of hearing is yet to be notified.

Medical Negligence

There are 45 complaints against EHIRCL relating to medical negligence, compensation for medical negligence and reimbursement of medical expenses by various parties in various consumer redressal forums in India. Of these complaints, 35 are in relation to cardiac surgery or cardiology, two are in relation to pulmonology and eight are in relation to general medical care, billing or reimbursement from insurance companies or the Union of India, etc. The aggregate amount claimed in these complaints is approximately Rs.199.44 million. The details of the major complaints in this regard, i.e., the complaints where an amount over Rs.5 million has been claimed, are as follows: (i) Ms. Manjeet Chawla has filed a complaint (O.P. No. 228/2001) against EHIRCL and others, in the

National Consumer Disputes Redressal Commission, claiming compensation of Rs.96.6 million alleging medical negligence and inadequate post-operative care given to her diabetic husband, which resulted in his death. The next date of hearing is October 8, 2009.

(ii) Mr. Amarnath Kakkar has filed a complaint (O.P. No. 270/2001) against EHIRCL and others, in the

National Consumer Disputes Redressal Commission, claiming compensation of Rs.10 million along with interest alleging negligence of the doctors at EHIRCL, and inadequate post-operative care, which resulted in infection which ultimately resulted in the death of the complainant’s wife. The next date of hearing is October 20, 2009.

(iii) Mr. S.I. Tripathi and Mr. K. Tripathi have filed a complaint (O.P. No. 346/2000) in the National

Consumer Disputes Redressal Commission, against the Executive Director of EHIRCL and another, claiming compensation of Rs.5 million, alleging medical negligence causing pain and agony due to performance of repeated defective invasive on the patient, Mr. S.I. Tripathi. The next date of hearing is December 8, 2009.

(iv) Dr. Kamal Kishore has filed a complaint (O.P. No. 269/2001) in the National Commission for

Consumer Redressal against EHIRCL, claiming compensation of Rs.5 million, alleging that the death of his mother, Ms. Kaushalya Devi, was caused by EHIRCL postponing the her surgery, and due to alleged negligent post-operative care. The next date of hearing is September 30, 2009.

(v) Ms. Shobha Agarwal has filed a complaint (O.P. No. 168/2003) in the National Commission for

Consumer Redressal claiming compensation of Rs.11 million, alleging that the patient, Mr. Sharad Kumar Agarwal, was admitted for angioplasty in the hospital, where he developed viral fever and died of cardiac arrest. The next date of hearing is yet to be notified.

(vi) Mr. K.C. Malhotra has a filed a complaint (No. C-08/191/72456 of 2008) in the State Consumer

Disputes Redressal Commission, Delhi claiming compensation of Rs.7.5 million, alleging that his wife had to undergo several major surgeries performed by and at the behest of several doctors of EHIRCL, including the amputation of her left leg resulting in his wife being handicapped. The complainant has alleged that the negligent attitude of the hospital amounted to deficiency in service on the part of the EHIRCL for which it is liable to compensate the complainant. Compensation for deficiency in service, along with interest at the rate of 18% p.a. and costs and legal expenses amounting to Rs.0.05 million has been sought. The next date of hearing is April 5, 2010.

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(vii) Mr. Kulbhushan Sharma and another have filed a complaint (No. 254 of 2008) before the State Consumer Disputes Redressal Commission, New Delhi against EHIRCL and others seeking a compensation of Rs.7.5 million along with interest. Mr. Sharma, the father of the deceased Mr. Mayank Sharma who was admitted to the Escorts Hospital – Delhi for a rupture in the aneurysm arch of the aorta, has alleged that the death of his son was due to the gross negligence and irresponsible conduct of the doctors who treated Mr. Mayank Sharma and conducted the procedure of stenting. The next date of hearing is November 11, 2009.

(viii) Mr. Yogesh Kumar Gupta has filed a complaint (No. 229 of 2006) before the Consumer Disputes

Redressal Forum, Delhi against Kailash Heart Institute and others seeking a compensation of Rs.5.59 million along with interest at the rate of 18% p.a., and Rs.0.08 million as costs. The next date of hearing is October 5, 2009.

(ix) Mr. Kuldeep Singh has filed a complaint (No. 157 of 2003) before the National Consumer Disputes

Redressal Commission, against EHIRCL seeking a compensation of Rs.14.9 million along with interest. Mr. Singh has alleged that Mrs. Harbhajan Kaur was admitted to the Escorts Hospital – Delhi for a coronary artery bypass graft surgery and died due to malignant arrhythmias. The next date of hearing is yet to be notified.

In addition to the above, there are 36 cases pertaining to alleged medical negligence and deficiency of service, pending against EHIRCL in various consumer redressal forums in India, where the aggregate claim in each case is less than Rs.5 million. The details of such cases are as follows:

S. No.

Case No./

Appeal No.

Complainant/

Applicant/

Plaintiff/

Appellant

Respondent/

Defendant

Forum

Amount involved,

where quantifiable

(Rs.)

1. Consumer Complaint No. 807/2006

Mr. V.K. Ahuja EHIRCL and another

Consumer Disputes Redressal Forum, Delhi

1.89 million

2. Consumer Complaint No. 28/2007

Mr. S.S. Jaspal National Insurance Company Limited and others

Consumer Disputes Redressal Forum, Delhi

0.72 million along with interest at the rate of 18% p.a.

3. Consumer Complaint No. 882/2004

Mr. Bhagwati Prasad

National Insurance Company Limited and others

Consumer Disputes Redressal Forum, Delhi

0.20 million

4. Consumer Complaint No. 392/2007

Mr. S.P. Verma Dr. Ashok Gupta and others

Consumer Disputes Redressal Forum, Delhi

2.00 million along with interest at the rate of 18% p.a.

5. Consumer Complaint No. 158/2006

Dr. Kamal Kishore

EHIRCL Consumer Disputes Redressal Forum, Delhi

1.75 million along with interest at the rate of 18% p.a.

6. O.P. No. 169/2003

Mr. Vishwanath Sharma

EHIRCL and others

State Consumer Disputes Redressal Commission, Delhi

2.50 million

7. O.P. No. 135/2003

Mr. S.P. Khare EHIRCL State Consumer Disputes Redressal Commission, Delhi

2.90 million

8. Fresh Application No. 429/2006 of C 710/2003

Mr. Swaran Singh EHIRCL and others

State Consumer Disputes Redressal Commission, Delhi

1.70 million

9. Consumer Complaint No. 819/2007

Mr. Dheeraj Pal Chanana

EHIRCL and others

Consumer Disputes Redressal Forum, Delhi

1.99 million

10. Consumer Complaint No. 3/2005

Col. A.B. Dwivedi

EHIRCL and another

Consumer Disputes Redressal Forum, Delhi

2.00 million along with interest at the rate of 24% p.a.

11. Consumer Complaint No. 120/2003

Mr. Sudhir Boury EHIRCL State Consumer Disputes Redressal Commission, Delhi

2.26 million along with interest at the rate of 15% p.a.

12. Revision Petition Ms. Premlata EHIRCL National Consumer 0.70 million

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S. No.

Case No./

Appeal No.

Complainant/

Applicant/

Plaintiff/

Appellant

Respondent/

Defendant

Forum

Amount involved,

where quantifiable

(Rs.)

No. 2731/2007 and Revision Petition No. 3172/ 2007

Dubey Disputes Redressal Commission

13. Revision Petition No. 50/2008

Municipal Corporation of Delhi

O.P. Kachru and others

National Consumer Disputes Redressal Commission

0.20 million

14. Complaint No. 224/2002

Mr. D.K. Gupta EHIRCL State Consumer Disputes Redressal Commission, Delhi

1.61 million along with interest at the rate of 9% p.a.

15. Complaint No. 311/2007

Mr. Krishan Lal Ahuja

EHIRCL Consumer Disputes Redressal Forum, Gurgaon

1.00 million along with interest at the rate of 24% p.a., and 0.5 million as costs

16. Complaint No. 183/02

Mr. Lakshman Dass Jain

National Insurance Company Limited and others

Consumer Disputes Redressal Forum, Meerut

-

17. Complaint No. 254/2005

Mr. Ramesh Chand

Lala Harbhagwan Das and others

Consumer Disputes Redressal Forum, Panipat

1.98 million

18. Complaint No. 1051/2008

Ms. Avnika Tomar

EHIRCL and others

Consumer Disputes Redressal Forum, Delhi

4.20 million

19. S.L.P. (Civil) No. 20109/2008

Union of India Mr. Darshan Singh and another

Supreme Court of India -

20. S.L.P. (Civil) No. 9893/208

Union of India Mr. Brij Lal and another

Supreme Court of India -

21. Revision Petition No. 3151/2006 and Revision Petition No. 255/2006

Mr. Mukesh Kumar

National Insurance Company Limited and others

National Consumer Disputes Redressal Commission

-

22. Consumer Complaint No. 464/2002

Mr. Surinder Singh

EHIRCL National Consumer Disputes Redressal Commission

3.20 million

23. O.P. No. 157/2003

Mr. Kuldeep Singh

EHIRCL National Consumer Disputes Redressal Commission

1.49 million

24. Complaint No. 213/2006 (Appeal No. 1615/2007)

Mr. V.K. Kasliwal

EHIRCL State Consumer Disputes Redressal Commission, Jaipur

0.07 million

25. Complaint No. 44/2000

Mr. Lokesh Anand

EHIRCL State Consumer Disputes Redressal Commission, Chandigarh

1.90 million

26. Consumer Complaint No. 819/2007

Mr. Manish Mishra

Ruby General Hospital and others

State Consumer Disputes Redressal Commission, Kolkata

1.07 million

27. Fresh Application No. OC/1679/03

Mr. Raj Kumar Bajaj

EHIRCL and National Insurance Company Limited

Consumer Disputes Redressal Forum, Delhi

-

28. Fresh Application No. 548/09

Mr. Rajendra Dubey

EHIRCL and Bajaj Allianz

Consumer Disputes Redressal Forum, Delhi

-

29. Fresh Application No. 1342/2009

Mr. Shri Niwas EHIRCL and Municipal Corporation of Delhi

Central Administrative Tribunal

-

30. Complaint No. 4779/99 and Appeal No. 180/03

Ms. Meera Kishore

EHIRCL State Consumer Disputes Redressal Commission, Delhi

0.20 million

31. O.P. No. 178/1994

Mr. Shashi Prakash Rai

EHIRCL National Consumer Disputes Redressal Commission

2.20 million

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S. No.

Case No./

Appeal No.

Complainant/

Applicant/

Plaintiff/

Appellant

Respondent/

Defendant

Forum

Amount involved,

where quantifiable

(Rs.)

32. Fresh Application No. 91/2007

Mr. Vipin Mehra EHIRCL National Consumer Disputes Redressal Commission

2.00 million

33. Fresh Application No. 440 of 2007

Mr. Amitabh Rishi

EHIRCL State Consumer Disputes Redressal Commission, Delhi

1.50 million

34. Fresh Application No. 55/007

Mr. Harbans Kaur Chawla

EHIRCL National Consumer Disputes Redressal Commission

0.30 million

35. Revision Petition No. 3602 of 2008

Mr. Ramesh Chand Sharma

The Chief Medical Officer, EHIRCL

National Consumer Disputes Redressal Commission

0.10 million

36. Case No. 413/07 Mr. P.C. Jain EHIRCL Consumer Disputes Redressal Forum, Raipur

1.62 million

Income Tax Proceedings

The tax authorities have re-opened certain tax assessments of the erstwhile Delhi Society and erstwhile Chandigarh Society which amalgamated before converting into the incorporated entity EHIRCL. There are three sets of cases relating to income tax involving EHIRCL, pending before various authorities in India. The aggregate claim against EHIRCL in these cases is approximately Rs.3,127.30 million. The details of these cases are as follows: (i) The Deputy Commissioner of Income Tax, Central Circle-3, New Delhi, has raised a demand for an

aggregate amount of Rs.2,253.78 million, for the assessment years 1997-98 to 2001-02, through separate assessment orders issued between July 22, 2005 and August 1, 2006, supplemented by show cause notices issued from time to time to EHIRCL, relating to the income tax returns filed by the erstwhile Delhi Society, alleging that the entire pre- and post-merger income of the Delhi Society is taxable as the promoters deliberately planned to register a new society at Chandigarh and transferred all its assets to the Chandigarh Society. EHIRCL has filed certain appeals before the Commissioner of Income Tax (Appeals)–II, New Delhi, for the assessment years which are pending. Further, EHIRCL has filed a writ petition in the High Court of Delhi (C.W.P 11909/2005), seeking directions to quash the show cause notices and orders issued in this matter, and to stay any demand arising out of the same in respect of the income of the erstwhile Delhi Society, in the assessment years 1997-02. The High Court of Delhi has, through its order dated September 20, 2005, issued the following interim orders:

(a) The Assessing Officer shall be free to pass appropriate orders for reassessment

pertaining to the assessment years 1998-99, 1999-2000 and 2000-01;

(b) The Assessing Officer shall be free to pass appropriate orders for reassessment pertaining to the assessment years 2001-02 and the assessee will not raise any objections as to the maintainability of the reassessment proceedings;

(c) The recoveries on the basis of the assessment years 1997-98, 1998-99, 1999-2000 and

2000-01 shall be stayed until the next date of hearing; and

(d) The hearing and disposal of any appeal filed by the assessee for the assessment years 1997-98, 1998-99, 1999-2000 and 2000-01 shall be stayed until the next date of hearing.

The next date of hearing before the High Court of Delhi is October 5, 2009.

The Assistant Commissioner of Income Tax has issued a notice dated September, 7, 2006 calling upon EHIRCL to pay 50% of the demand of Rs.1,243.6 million for the assessment year 2001-02 failing which necessary action including attachment of bank accounts may be resorted to. EHIRCL has

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accordingly paid approximately Rs.100 million towards its outstanding tax liability for assessment year 2001-02.

(ii) The Assessing Officer issued a show cause notice dated January 23, 2004 to EHIRCL, seeking to

reopen the assessment for the assessment year 2001-02, and raising a demand of capital gains tax on the transfer of assets by the erstwhile Chandigarh Society to EHIRCL, a company under Part IX of the Companies Act. The Assessing Officer issued an order of reassessment dated March 28, 2005, raising a demand of Rs.814.80 million from EHIRCL. EHIRCL has remitted payment of Rs.80 million, but has filed an appeal against the order before the Commissioner of Income Tax (Appeals), Chandigarh. The Commissioner of Income Tax (Appeals), Chandigarh, through his order dated February 10, 2006, confirmed the demand raised by the Assessing Officer. EHIRCL had filed an appeal (Appeal No. 144/CHD/06) against this order along with a stay application (S.T.A No. 9/CHD/06) for restraining collection of tax demanded before the ITAT, Chandigarh. The ITAT by an order dated March 18, 2008, has remanded the main issue to the Assessing Officer for fresh adjudication.

(iii) The Assessing Officer had issued an order raising a demand of Rs.42.40 million, on account of having

assessed EHIRCL’s total income in the assessment year 2003-04 at Rs.356.50 million, as against an income of Rs.225.80 million reflected by EHIRCL in its income tax returns. EHIRCL had paid an amount of Rs.20 million out of the demand for Rs.42.40 million and filed an appeal before the Commissioner of Income Tax, New Delhi with respect to the remaining amount. The Commissioner of Income Tax, New Delhi, through an order dated November 6, 2006, had allowed the appeal, noting that software development charges amounting to approximately Rs.2.30 million were in the nature of revenue expenses and further allowed the entire amount of Rs.98.16 million claimed on account of contributions to key man insurance policy. The appeal filed by the IT Department against the order of the CIT (Appeals) was dismissed by an order of the ITAT dated August 29, 2008. EHIRCL has received a communication on March 5, 2009, from the IT Department that it has filed an appeal before the High Court of Delhi. The next date of hearing is November 23, 2009.

(iv) The Assessing Officer had issued an order raising a demand of Rs.40.42 million, on account of having

assessed EHIRCL’s total income in the assessment year 2004-05 at Rs.322.20 million, as against an income of Rs.236.51 million reflected by EHIRCL in its income tax returns. EHIRCL had filed an appeal (520/2006-2007) before the Commissioner of Income Tax (Appeals)-II, New Delhi. The appeal filed by the IT Department against the order of the CIT (Appeals) was dismissed by an order of the ITAT dated August 29, 2008. EHIRCL has received a communication on March 5, 2009, from the IT Department that it has filed an appeal before the High Court of Delhi. The next date of hearing is November 23, 2009.

(v) An appeal has been filed by EHIRCL before the ITAT, New Delhi against an order dated October 31,

2008 of the Commissioner of Income Tax (Appeals)-II, New Delhi, by which partial relief of Rs.29.46 million was allowed and a disallowance of Rs.31.79 million, on account of keyman insurance premium, was confirmed. The Assistant Commissioner of Income Tax, Central Circle-3, New Delhi had issued an order dated December 31, 2007, raising a demand of Rs.28.20 million, on account of having assessed EHIRCL’s total income in the assessment year 2005-06 at Rs.260.96 million, as against an income of Rs.199.41 million reflected by EHIRCL in the return of income filed with the Assistant Commissioner of Income Tax. The discrepancy in income was attributed to the non-inclusion of the keyman insurance premium. EHIRCL had filed an appeal before the Commissioner of Income Tax against the order dated December 31, 2007. The matter has been heard before the ITAT and an order is awaited.

(vi) An appeal has been filed by EHIRCL before the Commissioner of Income Tax (Appeals) II, New

Delhi, against an order dated December 29, 2008 by the Deputy Commissioner of Income Tax, Central Circle-3, New Delhi, by which disallowance of Rs.80.25 million on account of keyman insurance premium and a demand of Rs.30.52 million was made. The Deputy Commissioner of Income Tax assessed the income of EHIRCL for the assessment year 2006-07 at Rs.244.40 million as against Rs.164.14 million stated in its return of income by EHIRCL. The Commissioner of Income Tax (Appeals), New Delhi, has pursuant to an order dated July 23, 2009, allowed partial relief.

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At the time of acquisition of EHIRCL, the Company had obtained limited indemnity of approximately Rs.649.90 million and one-third of any additional amount of final tax assessed, for any income tax matters. The indemnity amount of Rs.649.90 million was placed in an escrow account with HDFC Bank Limited. Escorts Limited has filed an application in September 2006 in the suit (C.S. (O.S) 1372/ 2005) pending before the High Court of Delhi, praying that the High Court should restrain the escrow agent, HDFC Bank Limited, from parting with possession of the amount of Rs.1,499.90 million then lying in the escrow account and restrain the Assistant Commissioner of Income Tax from recovering the tax demand requested in its demand notice dated September 7, 2006 against EHIRCL from the escrow account. The ACIT issued a garnishee notice dated November 10, 2006 threatening attachment of its assets as it would then be treated as an assessee in default, and a subsequent demand notice dated November 15, 2006 to HDFC, raising a demand for approximately Rs.649.90 million. HDFC filed its reply dated November 17, 2006. Escorts Limited has filed another application praying that the High Court should issue a clarification that the amount of Rs.1,499.90 million in the escrow account with HDFC Bank Limited is not part of any charitable corpus and is not covered by the status quo order of the court dated September 30, 2005. Escorts Limited has filed another application in September 2006, praying that the High Court should implead HDFC Bank Limited, the Assistant Commissioner of Income Tax Central Circle-3, and the Company as parties in the civil suit filed by Mr. Anil Nanda, referred to above. Escorts Limited has filed a contempt petition (No. 149/2006) dated November 20, 2006, seeking directions restraining the ACIT recovering EHIRCL’s outstanding tax liability from the escrow account held by HDFC, in violation of the previous orders of the High Court of Delhi dated September 30, 2005 and September 29, 2006.

Customs Proceedings

There are two cases relating to customs duty filed against EHIRCL pending before various authorities in India. The aggregate claim against EHIRCL in these cases is approximately Rs.110.05 million. The details of these cases are as follows: (i) The Assistant Collector of Customs issued an assessment order dated June 17, 1994, raising a demand

of approximately Rs.33.03 million, holding EHIRCL to be a commercial establishment in relation to the import of medical equipment, spares and consumables. EHIRCL has filed an appeal before the Collector of Customs (Appeals) against the demand of the Assistant Collector of Customs, claiming exemption from customs duty based on notifications No. 70/81 and 321/87, dated March 26, 1981 and September 22, 1987 respectively, which granted exemption from customs duty to the import of scientific equipment imported by non–commercial research institutions. The Collector of Customs (Appeals) rejected this appeal through his order dated March 31, 1995. EHIRCL filed a further appeal (No.386/95B) and an application for stay (C/STAY/689/95-B) before the Customs, Excise and Gold (Control) Appellate Tribunal (the “CEGAT”), against the order of the Collector of Customs (Appeals). The CEGAT has issued a stay through its order dated September 20, 1995, and directed EHIRCL to deposit Rs.15 million with the customs authorities. This amount has been deposited by EHIRCL with the customs authorities. By an order dated November 5, 1999, CEGAT allowed the appeal and remanded the matter to Collector of Customs (Appeal), Delhi for re-adjudication of the matter. The next date of hearing is yet to be notified.

(ii) An appeal (No. C/597-598/2007-Cus) and a stay application (No. C/Stay/2122-2123/2007-Cus) have

been filed by EHIRCL before the Customs, Excise and Service Tax Appellate Tribunal (“CESTAT”) against the order-in-original dated June 8, 2007 by the Commissioner of Customs (Import & General), New Delhi, rejecting the benefit of Notification No. 21/2002-Cus Sl. No. 363(A) List 37, Item no. 82 dated March 1, 2002 (“Notification”) to import of the Da Vinci IS 1000 Fibre optic Endoscope Surgical System from Intuitive Inc. U.S.A imported by a bill of entry dated October 28, 2002. The above order also confirmed a duty demand of Rs.34.76 million, imposed a penalty of Rs.34.76 million and a redemption fine of Rs.7.5 million on EHIRCL. A penalty of Rs.0.3 on Mr. Bhuvander Kaul, the deputy general manager of EHIRCL has also been imposed. An order dated October 16, 2007, arising out of order-in-original dated June 8, 2007, has also been passed by the Principal Bench of the Customs, Excise and Service Tax Appellate Tribunal, New Delhi, stating that EHIRCL cannot claim a waiver of duty and is required to deposit the entire amount of duty within eight weeks. Further, on deposit of the duties the pre-deposit of penalties shall stand waived during the pendency of appeal.

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EHIRCL has sought that, (a) the order dated June 8, 2007 be set aside, (b) the penalties (excluding the penalty on Mr. Bhuvander Kaul) be set aside, and (c) EHIRCL be held to be exempt from the Notification and a personal hearing be granted. The next date of hearing is yet to be notified.

Value Added Tax

In response to an application filed by EHIRCL to the Commissioner of Trade and Taxes, New Delhi, the Commissioner of Trade and Taxes, New Delhi, through an order dated March 17, 2006, clarified that medicines and consumables, etc., administered in the course of treatment of patients are marketable commodities and hence, EHIRCL is liable to pay tax on these goods under the Delhi Value Added Tax Act, 2004, as amended (“Delhi VAT Act”). EHIRCL challenged this order of the Commissioner of Trade and Taxes, New Delhi, in the VAT Tribunal, New Delhi on May 11, 2006. The next date of hearing before the VAT Tribunal is yet to be notified. During the pendency of this matter, Tirath Ram Shah Hospital filed a writ petition in the High Court of Delhi, challenging the validity of the aforesaid order passed by the Commissioner of Trade and Taxes, New Delhi, and also the vires of the definition of term ‘Business’ as defined under Section 2(d) of the Delhi VAT Act. EHIRCL filed a separate writ petition (No. 1049/2007) before the High Court of Delhi on February 9, 2007, on the same grounds. The High Court of Delhi has clubbed the two writ petitions for a joint hearing and has admitted the petition. The next date of hearing is yet to be notified. Labor Proceedings

There are two labor cases instituted by certain former employees of EHIRCL, where the claims raised against EHIRCL pertain to claims for reinstatement in service with full back wages and continuity in service from the date of termination from service. These matters have been referred for adjudication to the Labor Court, by the Government of Delhi and are currently pending. Notices Against EHIRCL

Six legal notices have been issued by certain parties against EHIRCL, alleging medical negligence and deficiency in service. The aggregate claim against EHIRCL in these notices is approximately Rs.8.39 million. These notices have not yet given rise to legal proceedings in any form. The details of the notice where an amount over Rs.5 million has been claimed, is as follows: A notice dated July 16, 2005 has been received by EHIRCL and another from Sunehari Devi seeking a compensation of Rs.5 million for deficiency of service and negligence. Sunehari Devi had undergone a coronary artery bypass graft surgery at Escorts Hospital – Delhi and has alleged that despite several visits was unable to get the stitches removed due to the negligence of the hospital. Escorts Hospital – Delhi has filed a reply to the notice on August 20, 2005. In addition, the RoC, Punjab, Himachal Pradesh and Chandigarh, has issued a notice dated April 28, 2006 to EHIRCL, requiring EHIRCL to furnish certain information and clarifications regarding its balance sheet as at March 31, 2001, documents filed during incorporation and other documents filed by EHIRCL with the RoC. EHIRCL has filed a reply dated June 5, 2006, to the RoC. No further communication has been received from the RoC in this regard. Litigation involving EHSSIL Medical Negligence

Six separate complaints pertaining to alleged medical negligence and deficiency of service have been filed against EHSSIL by various parties in various consumer redressal forums in India. The amount claimed in each of these complaints is less than Rs.5 million. The aggregate amount claimed in these complaints is approximately Rs.8.23 million. All these complaints are in relation to cardiac specialty. The details of such cases are as follows:

336

S. No.

Case No./

Appeal No.

Complainant/

Applicant/

Plaintiff/ Appellant

Respondent/

Defendant

Forum

Amount involved,

where quantifiable

(Rs.)

1. Consumer Complaint No. 407/06

Mr. Sarabjit Singh Bhullar

EHSSIL Consumer Disputes Redressal Forum, Jalandhar

1.00 million, along with refund of 0.70 million with interest and 11,000.00 as costs

2. Consumer Complaint No. 250/07

Mr. R.S. Behl

EHSSIL Consumer Disputes Redressal Forum, Amritsar

1.00 million, along with refund of 0.81 million

3. Consumer Complaint No. 409/08

Mr. Jatinder Pal Singh

EHSSIL Consumer Disputes Redressal Forum, Amritsar

1.00 million, along with refund of 0.64 million

4. Consumer Complaint No. 678/08

Mr. Jasbir Singh Fortis Escorts Hospital - Amritsar

Consumer Disputes Redressal Forum, Amritsar

1.00 million

5. Consumer Complaint No. 275/2009

Mr. Satya Prakash Saini

Fortis Escorts Hospital - Amritsar

Consumer Disputes Redressal Forum, Gurdaspur

Refund of 32,768.00

6. Appeal No. 676/2009 (in Consumer Complaint No. 119/2007

Mr. Brij Mohan Aggarwal

EHSSIL State Consumer Disputes Redressal Commission, Chandigarh

2.00 million

Income Tax Proceedings

Two appeals have been filed before the Commissioner of Income Tax (Appeals), Amritsar against orders dated May 21, 2008 by the Income-tax Officer, (TDS)-II, Amritsar, raising a demand on account of interest under Section 201(1A) read with Section 192 of the IT Act, for delay in depositing TDS, amounting to Rs.0.02 million for the assessment years 2006-07 and 2007-08, respectively. The next date of hearing is yet to be notified.

Litigation involving EHRCL Writ Petition

There are two writ petitions filed against EHRCL pending before various authorities in India. The aggregate claim against EHRCL cannot be quantified as no specific claim has been made against EHRCL. The details of these writ petitions are as follows: (i) Mr. Krishan Lal Gera has filed a writ petition (C.W.P. No. 5019/2000) in the High Court of Punjab and

Haryana against the State of Haryana and EHRCL, alleging that Fortis Escorts Hospital - Faridabad was being operated in violation of the terms of the allotment of land to EHRCL in respect of free beds for indigent persons. Mr. Gera sought a direction from the court that EHRCL’s operation should be compliant with the terms of allotment. The High Court of Punjab and Haryana, through its order dated January 24, 2002, directed the State of Haryana to examine EHRCL’s scheme of compliance with the terms of the allotment letter, and to make suitable corrections in operations. EHRCL has filed a special leave petition (C.A. 7034/2004) in the Supreme Court on March 8, 2002 against the interim order of the High Court of Punjab and Haryana, praying for an ex parte ad interim stay of the operation of the interim order. The Supreme Court has through its order dated October 29, 2005 directed a stay in the proceedings at the High Court of Punjab and Haryana, pending final disposal of the matter.

(ii) Mr. Krishan Lal Gera has filed a writ petition (C.W.P. No. 18845/2004) in the High Court of Punjab

and Haryana against the State of Haryana and EHRCL, among others, alleging unauthorized occupation of government land by various persons, including EHRCL. The allegation made in relation to EHRCL is that it has illegally closed the service road leading from EHRCL to Bata Chowk. The matter is currently pending.

Civil Proceedings

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A civil suit (No. 369/03) was filed by Escorts Limited (Medical Centre), Faridabad against the Municipal Corporation of Faridabad before the Civil Judge (Senior Division), Faridabad for declaration along with an application for restoration of the suit that was dismissed in default by an order dated May 29, 2007 on account of the non-appearance of the counsel of the applicant. The applicant has stated that the non-appearance of its counsel was unintentional and on account of an inadvertent error in noting the next date of hearing. The applicant has sought restoration of suit filed before the Civil Judge (Senior Division), Faridabad, seeking a decree of permanent injunction against the defendants from recovering an allegedly illegal demand of Rs.3.34 million as external development charges in respect of the premises owned by the applicant in Faridabad for running its hospital business. The next date of hearing is October 5, 2009.

Medical Negligence

There are 27 complaints relating to alleged medical negligence and deficiency of service that have been filed against EHRCL by certain parties in various consumer redressal forums in India. The amount claimed in each of these complaints is less than Rs.5 million. The aggregate amount claimed in these complaints is approximately Rs.15.90 million. Of these complaints, two are in relation to cardiac care, three are in relation to orthopedics, three are in relation to neuro-sciences, two are in relation to ophthalmology, two are in relation to gastroenterology, three relate to pulmonology, six are in relation to general surgery and six are in relation to insurance, billing, general care and reimbursement. The details of such cases are as follows:

S.

No.

Case No./

Appeal No.

Complainant/

Applicant/

Plaintiff/ Appellant

Respondent/

Defendant

Forum

Amount involved,

where quantifiable

(Rs.)

1. Consumer Complaint No. 811/04

Mr. Joginder Pal EHRCL Consumer Disputes Redressal Forum, Faridabad

0.50 million

2. Consumer Complaint No. 658/08

Mr. Rameshwar Bansal

EHRCL and another Consumer Disputes Redressal Forum, Faridabad

0.06 million

3. Consumer Complaint No. 388/08

Mr. Ranju Kapoor Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

0.10 million

4. Consumer Complaint No. 214/07

Mr. Siddharth Rawal

Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

2.00 million

5. Consumer Complaint No. 630 /08

Ms. Priya Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

0.05 million

6. Consumer Complaint No. 102/08

Ms. Geeta Fortis Escorts Hospital - Faridabad

Civil Judge, Senior Division, Faridabad

0.10 million

7. Consumer Complaint No. 641/07

Mr. Charan Singh Fortis Escorts Hospital – Faridabad and another

Consumer Disputes Redressal Forum, Faridabad

0.50 million

8. Consumer Complaint No. 165/06

Mr. Budhi Ram Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

0.42 million

9. Consumer Complaint No. 716/07

Mr. Anil Kumar EHRCL Consumer Disputes Redressal Forum, Faridabad

1.88 million

10. Fresh Application No. 17 of 2006

Mr. Shish Pal EHRCL Consumer Disputes Redressal Forum, Faridabad

0.50 million

11. Consumer Complaint No. 491/07

Ms. Neeti Sharma EHRCL and another Consumer Disputes Redressal Forum, Faridabad

0.30 million

12. Consumer Complaint No. 595/08

Ms. Hardeep Kaur EHRCL Consumer Disputes Redressal Forum, Faridabad

0.80 million

13. S.L.P. No.17752 of 2008

Mr. Gaurav EHRCL Supreme Court of India 0.50 million

14. Appeal No.1211/05 Mr. J.P. Gupta Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.20 million

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S.

No.

Case No./

Appeal No.

Complainant/

Applicant/

Plaintiff/ Appellant

Respondent/

Defendant

Forum

Amount involved,

where quantifiable

(Rs.)

15. Consumer Complaint No. 1284/05

Mr. Jai Singh Rawat Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.50 million

16. Appeal No. 679/03 Ms. Meena Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.48 million

17. Application No. 2608/03

Ms. Maya Mangla Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.40 million

18. Appeal No.1304/03 Ms. Santosh Modi Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.45 million

19. Fresh Application No.91/06

Mr. Dharam Singh Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.40 million

20. Fresh Application No.1750/05

Mr. Chottu Ram Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.49 million

21. Appeal No.192/05 Mr. Ravinder Partap and another

Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.46 million

22. Consumer Complaint No. 125/2007

Mr. Partap Singh Chauhan

Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

0.60 million

23. Consumer Complaint No. 106/2005

Mr. Suman Taneja Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

1.00 million

24. Consumer Complaint No. 276/05

Ms. Rashmi Malhotra

Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

1.50 million

25. Not available Mr. Vijay Bhatnagar

Fortis Escorts Hospital - Faridabad

State Consumer Disputes Redressal Commission, Haryana

0.47 million

26. Consumer Complaint No. 495/09

Mr. Keshav Dev Fortis Escorts Hospital - Faridabad

Consumer Disputes Redressal Forum, Faridabad

0.46 million

27. Appeal No. 124/2009

Fortis Escorts Hospital - Faridabad

Mr. Med Singh State Consumer Disputes Redressal Commission, Haryana

0.78 million

Income Tax Proceedings

(i) An appeal has been filed before the ITAT, New Delhi, by the Assistant Commissioner of Income

Tax, Circle 37 (1), New Delhi, against an order dated May 16, 2008 of the Commissioner of Income Tax (Appeals) XIII, New Delhi. EHRCL filed a return of income, declaring a loss of Rs.53.85 million and the matter was selected for scrutiny and notice under the IT Act. The Assistant Commissioner had by an order dated January 30, 2006 stated that the assessed loss of EHRCL was Rs.52.14 million as against Rs.53.85 million, being the loss declared by EHRCL in its return of income for the assessment year 2003-04. A disallowance of Rs.1.71 million on account of repair and maintenance expenses, website expenses, provision of wealth tax and rural development expenses was also made in the order. The Commissioner of Income Tax allowed the disallowance made by the Assistant Commissioner of Income Tax. An order in the matter is awaited.

(ii) An appeal has been filed before the ITAT, New Delhi of the Assistant Commissioner of Income

Tax, Circle 37 (1), New Delhi, against an order dated November 28, 2007 of the Commissioner of Income Tax (Appeals) XXVIII, New Delhi. EHRCL has filed a return of income, declaring a loss of Rs.65.06 million and the matter was selected for scrutiny and notice under the IT Act. The Assistant Commissioner had by an order dated December 20, 2006 stated that the assessed loss was Rs.62.95 million as against Rs.65.06 million, being the loss declared by EHRCL in its return of income for the assessment year 2004-05. A disallowance of Rs.2.11 million on account of prior

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period expenses, rural development expenses and repair and maintenance expenses was also made in this order. The Commissioner of Income Tax by the order dated November 28, 2007, allowed the disallowance made by the Assistant Commissioner of Income Tax. An order in the matter is awaited.

(iii) An appeal has been filed by EHRCL before the Commissioner of Income Tax (Appeals) XXVIII,

New Delhi, against an order dated December 19, 2008 of the Assistant Commissioner of Income Tax, Circle 37 (1), New Delhi, by which disallowance of Rs.0.74 million on account of service charges was made. The Assistant Commissioner of Income Tax assessed that EHRCL did not have any income for the assessment year 2006-07. An order in the matter is awaited.

Labor Proceedings

There are nine labor cases instituted by certain former employees of EHRCL, where the claims raised against EHRCL pertain to claims for reinstatement in service with full back wages and continuity in service from the date of termination from service. Litigation involving IHL Criminal Proceedings

Dr. Ugramurthy has filed a criminal revision petition (No. 540/2009) in the High Court of Karnataka against LHPL, Dr. Mohan Keshavamurthy, Dr. S. Lakshmi Narayana Raju, IHL and others. For details of this matter, see “—Litigation involving LHPL” below under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

Medical/Consumer Proceedings

There are 9 complaints relating to medical negligence, reimbursement for medical negligence and reimbursement of medical expenses under the Consumer Protection Act and other relevant laws pending before various authorities in India. Of these complaints, one is in relation to cardiac care, one is in relation to orthopedics, three are in relation to neuro-sciences, one is in relation to pulmonology, two are in relation to general surgery and one is in relation to insurance, billing, general care and reimbursement. The aggregate amount claimed against IHL in these complaints is approximately Rs.29.22 million with additional interest, as applicable. (i) Mrs. Surjeet Sodhi and others have filed a complaint (No. 23 of 2008) against Fortis Hospital - Noida

and Dr. A.K. Singh (Director of Neurosciences) before the National Consumer Disputes Redressal Commission, New Delhi, alleging grossly culpable and negligent actions by the defendants. Complainant approached the defendants for consultation and diagnosis of neurological problems and underwent a surgical procedure during which certain complications developed resulting in paralysis. It has been alleged that Dr. Singh was not present during the surgery and the complications were a result of the reckless and culpable act of not handling the complicated surgery himself. The complainants have sought Rs.10.5 million as compensatory damages on account of the post operative expenses until date, together with damages for mental harassment and agony. The next date of hearing is November 4, 2009.

(ii) J.C Mudgal has filed a complaint (No. 33 of 2007) before the National Consumer Disputes Redressal

Commission, New Delhi, against Dr. A.K Singh and others for negligent conduct. Mr. Mudgal was suffering from spinal problems, for which he was advised surgery by Dr. A.K. Singh and was operated upon on April 2, 2005. It has been alleged that the post-surgery complications were due to the unnecessary operation which was due to the defendants’ negligence and callousness. Mr. Mudgal has sought damages of Rs.12.22 million along with interest and costs and has sought that recommendations be sent to the concerned medical board to take severe action against negligent conduct by the defendants. The next date of hearing is yet to be notified.

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In addition to the above, there are seven cases pertaining to alleged medical negligence and deficiency of service, pending against IHL in various forums in India, where the aggregate claim in each case is less than Rs.5 million. The details of such cases are as follows:

S. No.

Case No./

Appeal No.

Complainant/Appl

icant/

Plaintiff/Appellant

Respondent/

Defendant

Forum

Amount involved,

where quantifiable

(Rs.)

1. Complaint No. 9/2007

Mr. Devinder

Dr. Sanjiv Yadav and Fortis Hospital - Noida

Consumer Disputes Redressal Forum, Bulandshahar

1.00 million, along with refund of 0.70 million with interest and 11,000.00 as costs

2. Complaint No. 47/2009

Mr. Chander Pal Singh

Fortis Hospital - Noida

Consumer Disputes Redressal Forum, Noida

1.00 million, along with refund of 0.81 million

3. Complaint No. 350/2007

Mr. C.K. Sharma Fortis Hospital - Noida

Consumer Disputes Redressal Forum, Noida

1.00 million, along with refund of 0.64 million

4. Complaint No.362/2008

Mr. Vijender Kumar Sharma

Fortis Hospital - Noida

Consumer Disputes Redressal Forum, Noida

1.00 million

5. Complaint No. 171/2009

Ms. Labhika Singhal

Fortis Hospital - Noida

Consumer Disputes Redressal Forum, Ghaziabad

Refund of 32,768.00

6. Restrictive Trade Practices Enquiry No. 4/08

Ms. Sudha Shrotria Fortis Hospital - Noida

Monopolies and Restrictive Trade Practices Commission

-

7. Complaint No. 740/2008

Mr. Shiv Kumar Chandak

Fortis Hospital - Noida

Consumer Disputes Redressal Forum, New Delhi

1.00 million

Income Tax Proceeding

An appeal has been filed by IHL before the Commissioner of Income Tax (Appeals) XV, New Delhi, against an order dated December 20, 2007 of the Deputy Commissioner of Income Tax, Circle 11(1), New Delhi, by which disallowance of, (a) Rs.4.66 million on account of inauguration expenses, (b) Rs.1.18 million on account of excess claim of depreciation, and (c) Rs.0.01 million on account of non-payment of TDS arising out of professional fee, have been made. IHL filed its return of income, declaring a loss of Rs.169.63 million and the matter was selected for scrutiny and notice was issued under the IT Act. The Deputy Commissioner of Income Tax, by the above order, assessed the loss of IHL for the assessment year 2005-06 to be Rs.163.78 million as against the loss declared by IHL. The next date of hearing is yet to be notified. Central Sales Tax

Three appeals have been filed by IHL before the Joint Commissioner (Appeals), Commercial Tax, Noida, against the orders imposing penalties under Section 10A of the Central Sales Tax Act for the assessment years 2004-05, 2005-06 and 2006-07, by which a demand for an aggregate amount of Rs.22.29 million has been raised. The appeals are currently pending. Litigation involving FHTL Regulatory Proceedings

FHTL has filed an appeal (Case No. 219/2008CA) before the Financial Commissioner, Delhi, against an order dated September 19, 2008 by which the Consent Management Committee, DPCC, Delhi, had decided to reduce the penalty and increase the bank guarantee to be imposed on FHTL for allegedly not obtaining the Central Ground Water Authority’s approval prior to obtaining the ‘Consent to Establish’ but after obtaining the environmental clearance. The decision to reduce the penalty to Rs.1 million and require FHTL to submit a bank guarantee of Rs.12 million for a period of three years was taken by the above order, as it was acknowledged by the Consent Management Committee of the DPCC that FHTL had waited for a period of two years to obtain the ‘Consent to Establish’ prior to commencing construction of a green hospital. On October 3, 2008, the Financial Commissioner issued notice and a stay on the operations of the order dated September 19, 2008 passed by the DPCC. The next date of hearing is October 1, 2009.

341

Litigation involving EHSSHL Civil Proceedings

Fortis Escorts Hospital – Jaipur has received a court notice dated October 15, 2008 from the Rent Tribunal, Jaipur, under Section 6 of the Rajasthan Rent Control Act, 2001, pursuant to an application filed by Mr. K.C Bishnoi for non-payment of rent amounting to Rs.0.35 million. Fortis Escorts Hospital – Jaipur has taken Mr. Bishnoi’s house on rent for the purposes of utilizing the premises as a nursing hostel for a period of 11 months. However, Fortis Escorts - Jaipur wished to terminate the lease prior to the expiry of 11 months in accordance with the terms of the lease deed executed between the parties. The matter has been transferred to the court of the Additional Chief Judicial Magistrate – V, Jaipur. The next date of hearing is October 28, 2009. Notices Against EHSSHL

A notice dated February 2, 2009 has been received by Fortis Escorts Hospital – Jaipur from Ms. Nidhi Agarwal seeking a compensation of Rs.0.2 million on account of the alleged delay in discharge from the hospital, absence of a corporate discount and incorrect billing, resulting in mental trauma and physical agony. A reply to this notice has not been filed yet. A notice dated August 21, 2009 has been received by Fortis Escorts Hospital – Jaipur from Mr. P.C. Jain seeking a compensation of Rs.1.11 million on the grounds that the hospital adopted a restrictive trade practice by making it mandatory for the patient admitted in the hospital to purchase medicines from the hospital at 30 to 35% higher than the market price. A reply to this notice has not been filed yet. A notice has been received by Fortis Escorts Hospital – Jaipur from Mr. R.N. Bajoria on account of fraud and deficiency in treatment. A reply to this notice has not been filed yet. Litigation involving EHCL Nil Litigation involving FHIL Nil Litigation involving FHoML Nil

Litigation involving FHML Nil

Litigation involving LHPL Criminal Proceedings Dr. Ugramurthy has filed a criminal revision petition (No.540/2009) in the High Court of Karnataka against LHPL, Dr. Mohan Keshavamurthy, Dr. S. Lakshmi Narayana Raju, IHL and others seeking an order from the High Court of Karnataka to set aside the order of the Additional Chief Metropolitan Magistrate, Bangalore dated June 6, 2009 dismissing the complaint filed by Dr. Ugramurthy in P.C.R. No.2657/2009 and direct the Additional Chief Metropolitan Magistrate to try the case against the respondents for offences under Sections 406, 408, 409, 415 and 420 read with Section 120(B) of the IPC and Sections 63 and 68 of the Companies Act. Dr. Ugramurthy has alleged that Rs.1.80 million was paid to Dr. Mohan Keshavamurthy and Dr. S. Lakshmi Narayana Raju for the allotment of shares in LHPL to Dr. Ugramurthy and his wife, that only 3,000 shares have been allotted in the aggregate to him and his wife and that instead of the allotment of additional shares against the balance amount of Rs.1.77 million, such amount has been shown as premium in respect of the 3,000 shares

342

initially allotted. It has been further alleged that shares in LHPL have been allotted to certain other respondents, including IHL, without the receipt of the payment in respect of such shares and that the respondents have conspired to cheat Dr. Ugramurthy and his wife. The matter is currently pending. Proceedings initiated against the Subsidiaries for economic offences Except as disclosed in this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer, there are no proceedings initiated against the Subsidiaries for any economic offences. VI. LITIGATION INVOLVING OUR PROMOTER GROUP COMPANIES Our Promoter Group companies are involved in certain litigation or proceedings, as described below: Litigation involving ARLICL Criminal Proceedings

(i) A criminal compliant (No. 448/2008) has been filed by ARLICL before the Assistant Senior Civil

Judge and the Judicial Magistrate (First Class), Surat against Mr. Dibyakant Pandya, who had allegedly stolen a laptop from the office of ARLICL on October 25, 2008. A first information report was filed against Mr. Pandya and upon investigation, the police recovered the laptop from Mr. Pandya. Prosecution proceedings have been initiated against Mr. Pandya and the custody of the laptop has been granted to ARLICL. The matter is presently pending.

(ii) A first information report (No. 83/2009), under Sections 294, 323, 427, 506 and 34 of the IPC has been

lodged at the Habib Ganj, Police Station by Mr. Prashant Sharma, Agency Development Manager at the branch office of ARLICL at Bhopal against Mr. Pratik Saksena, Mr. Aamir Kureshi and others, who allegedly had violent altercations with the security guard and the office bearers of ARLICL on February 2, 2009 at the ARLICL branch office premises. The matter is currently being investigated by the police.

(iii) A first information report (No. 67/2009) under Section 380 of the IPC has been lodged at the Greater

Kailash Police Station by Mr. Gaurav Bhatnagar, Regional Manager in respect of the theft of certain laptop computers from ARLICL’s office at Greater Kailash, New Delhi. The matter is currently being investigated by the police.

Litigation involving IAPL (A) Litigation against IAPL Civil Proceedings

Mrs. Inderjit Kaur and others have filed two suits (No.RA57 of 2003/ RBT-38/2004 and No.RA9/2006) before the District Court, Ludhiana and the Court of the Rent Controller, Ludhiana, against IAPL to take vacant possession of the premises situated at Ferozepur Road, Ludhiana and for the enhancement of rent amounting to Rs.0.23 million p.a. along with an increase of 25%, every three years, since October 2003. Mrs. Kaur is the owner of a showroom situated at Ferozepur Road, Ludhiana, which IAPL had rented for an amount of Rs.0.2 million p.a. and paid rent for up to September 2003. IAPL has filed a request for an assessment of the fair value of the rent, alleging that the demand made by Mrs. Kaur is exorbitant. The amount claimed is Rs.1.24 million. The next date of hearing for the first suit is January 6, 2010 and the second suit is October 12, 2009. (B) Litigation by IAPL Criminal Proceedings

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There are six criminal complaints filed by IAPL against its customers under Section 138 of the Negotiable Instruments Act for the recovery of an amount aggregating Rs.0.74 million. Litigation involving RTL Regulatory Proceedings

RTL has, in the past, not been compliant with the disclosure requirements under Clause 47(d) of the listing agreements with the stock exchanges. However, RTL has been compliant with such requirements since September 2006.

Criminal Proceedings

Mr. Shantaram Laxman Chauhan has filed a criminal case (No. 47/1995), before the Judicial Magistrate (First Class), Pune, under Sections 406 and 420, read with Section 34 of the IPC against the Branch Manager, RTL (formerly, Empire Finance Co. Limited) and another. Mr. Chauhan has alleged that the defendants have cheated him of an amount of Rs.0.11 million, with a common intent and in conspiracy. The matter is currently pending. Civil Proceedings

Unimetal Ispat Limited had filed a suit (M.S. No. 13 of 2007), before the Civil Judge (Senior Division), Alipore, against RTL, raising a demand of Rs.1.1 million and a decree was passed by the Civil Judge. RTL has filed an appeal before the High Court of Kolkata against the order passed by the Civil Judge. The matter is currently pending. Income Tax Proceedings

(i) Four departmental appeals (I.T.A No. 1017/2008, 1044/2008, 1066/2008 and 1068/2008), before the

High Court of Delhi, against an order of the ITAT, relating to the assessment of RTL’s interest tax liabilities on earnings on securities, hire charges etc., for the assessment years 1996-97 to 1999-2000. The aggregate claim against RTL under these appeals is Rs.5.20 million, along with interest.

(ii) There are three appeals filed by RTL before the C.I.T. (Appeals) against the penalty order imposed

upon RTL under Section 13 of the Interest Tax Act, 1974, relating to the assessment of RTL’s interest tax liabilities for the assessment years 1996-97 and 1998-99. The aggregate claim against RTL, under these appeals is Rs.2.95 million, exclusive of interest.

Litigation involving OIL Regulatory Proceedings

(i) OIL did not submit timely disclosures in relation to the requirements of Clauses 35, 47, 49 and 51 of

the Listing Agreement for the period ended September 2006. However relevant certification and information in relation to the same were submitted by OIL on October 31, 2006.

(ii) OIL received a notice dated April 2, 2004 from the BSE in relation to non-compliance with Clause 51

of the Listing Agreement by OIL. Subsequently, pursuant to a notice dated December 23, 2004, the BSE suspended trading in the securities of OIL with effect from December 21, 2004, until the completion of all the formalities by OIL for revocation of the suspension. Pursuant to the information provided by OIL, the BSE, by its letter dated June 20, 2005, intimated OIL of the decision of the Listing Committee of the BSE to revoke the suspension in the trading of the securities of OIL, subject to (i) payment of the reinstatement fees of Rs.0.18 million; (ii) submission of an undertaking stating that the promoters’ shareholding shall be subject to a lock-in for a period of one year from the date of revocation; (iii) submission of the profile of directors as per the prescribed format; and (iv) declaration that the submissions made to the RoC and the BSE are the same. Pursuant to letters dated September 15, 2005 and October 11, 2006, OIL informed the BSE of fulfillment of all the requirements specified by the BSE. The BSE revoked the suspension of the trading of the securities of OIL by its order dated

344

November 16, 2006, effective from November 22, 2006. OIL had failed to submit its shareholding pattern as required under Clause 35 of the Listing Agreement for the quarter ended March 31, 2008. By a letter dated May 2, 2008, OIL submitted its shareholding to the BSE.

Income Tax Proceedings

There are two matters pertaining to income tax claims before the ITAT Mumbai and the High Court of Bombay against OIL, for the assessment years 1990-91 and 1996-97, where the aggregate amount disallowed as deduction is approximately Rs.1.77 million and the amount in dispute is approximately Rs.0.76 million excluding interest. These matters are currently pending and the dates of hearing have not yet been notified. Litigation involving FHSL Civil Proceedings

FHSL has filed a suit (C.S. (O.S.) No. 536 of 2008) before the High Court of Delhi against Mr. Vikram Punvani and others for a decree of mandatory injunction directing the defendants to take possession of the suit premises and a decree of Rs.2.01 million in favor of FHSL, along with pendent lite and future interest at the rate of 18% p.a. from the date of the suit until the payment is realized by FHSL. FHSL had entered into a license agreement with the defendants on July 1, 2006 for the premises situated at Milap Bhawan, Bahadurshah Zafar Marg, New Delhi, which allegedly stated that in the event the agreement was terminated for any reason attributable to negligence or deliberate omission by FHSL, the defendants would be entitled to the license fee for four years. FHSL had deposited Rs.2.74 million as a security deposit. FHSL vacated the premises on October 20, 2007 and on January 12, 2008, directed the defendants to pay Rs.1.83 million towards refund of the security deposit upon adjustment of arrears of rent. The defendants, in their reply, had stated that the agreement dated July 1, 2006 cannot be terminated until four years have lapsed from the date of the agreement and FHSL is liable to pay the license fee for the remaining term of the agreement. Thereafter, the defendants have filed a counter claim of Rs.2.25 million, along with pendent lite and future interest at the rate of 24% from the date of filing the suit until its realization and have requested the High Court of Delhi to set off the amount if any found due and payable by FHSL. The matter is currently pending before the High Court of Delhi and the next date of hearing is November 5, 2009. Litigation involving RAIL Regulatory Proceedings

The SEBI has, through its letter dated June 27, 2008, called upon RAIL to show cause why it should not be registered with SEBI as a Collective Investment Manager Company under the Securities and Exchange Board of India (Collective Investment Schemes) Regulations, 1999. RAIL has duly filed a reply. Litigation involving RSL (A) Litigation against RSL Regulatory Proceedings

I. SEBI

(a) SEBI in the matters of IFSL Limited, Mega Corporation Limited, Karuna Cables Limited and Millenium Cybertech Limited, issued ad interim orders dated September 28, 2005, October 24, 2005, November 29, 2005 and January 24, 2006, respectively, pending investigation, while observing a sharp increase in price and trading volume in respect of the scrips of the above mentioned companies. Pursuant to the orders, SEBI restrained RSL, among other stock brokers, from buying, selling or dealing in the specified scrips of companies mentioned above, directly or indirectly, on behalf of certain promoters, directors and clients specified by SEBI from the date of the respective orders, until the receipt of further orders from SEBI. Subsequently, SEBI has, pursuant to orders dated June 16, 2006, July 24, 2006, July 25, 2006

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and September 26, 2006, in the matter of IFSL Limited, Mega Corporation Limited, Karuna Cables Limited and Millenium Cybertech Limited, respectively, confirmed the ad interim orders. SEBI, by a letter dated May 22, 2007, issued an administrative warning in the matter of Millenium Cybertech Limited. RSL has replied to the letter and has subsequently obtained consent orders from SEBI in the above matters. Further, SEBI has appointed an adjudicating officer, jointly, in the Mega Corporation Limited and Karuna Cables Limited matters. SEBI has also appointed an adjudicating officer in the matter of IFSL Limited The specific observations issued by SEBI in the ad interim orders are as follows:

S.

No.

Specified

Scrip

Directions/ Observations Issued

(i) IFSL Limited The SEBI in its ad interim, ex parte order dated September 28, 2005 noted that RSL, among other stock brokers, being a holder of more than 1% of the share capital of IFSL Limited, dealt significantly in the scrip of IFSL Limited on behalf of specified clients during the period when there was an increase in the share price, trading volume and off-market transfers by the promoters to some related entities took place. Subsequently, the SEBI by a letter dated March 24, 2006, summoned RSL to appear and provide information in connection with the investigations instituted by SEBI in this matter. The information required by SEBI has been duly provided. By an order dated June 16, 2006 SEBI has confirmed the interim order. By its letter dated May 25, 2009, SEBI has appointed an adjudicating officer in this matter. RSL has filed its response to the letter. No further correspondence has been received in respect of this matter.

(ii) Mega Corporation Limited

SEBI in its ad interim, ex parte order dated October 24, 2005 observed that RSL, among other stock brokers, being a holder of more than 1% of the share capital of Mega Corporation Limited, contributed significant volume, i.e., up to 19.17% of net purchase, in the trading of shares of the company while dealing on behalf of interconnected clients. SEBI, through its letter dated February 27, 2007, summoned RSL to produce documents in relation the allegedly aiding and abetting the connected groups of clients to create an artificial depth in the market to generate a buying interest in the scrip and influencing the price of the scrip. RSL has complied with the summons and has provided the requisite comments and documents. Subsequently, SEBI by an order dated July 24, 2006 confirmed the interim order. Further, SEBI has, through its letter dated June 27, 2008, appointed an adjudicating officer in this matter. RSL had replied to the letter and also filed an application dated August 18, 2008 for obtaining a consent order in this matter. SEBI, by an order dated March 6, 2009 has intimated that the independent High Powered Advisory Committee has accepted the application of consent order and recommended that the matter may be settled on a payment of Rs.1 million within 15 days of issue of the letter. RSL has duly remitted such sum of Rs.1 million. Subsequently, by its consent order (CO/IVD-ID-1/936/AO/AD/15/2009) dated March 19, 2009, SEBI has disposed of the adjudication proceedings against RSL.

(iii) Karuna Cables Limited

SEBI in its ad interim, ex parte order dated November 29, 2005 observed that RSL had a concentration of around 14% in terms of gross purchases during the relevant period. SEBI through its letter dated March 6, 2007, summoned RSL for an explanation in relation to

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S.

No.

Specified

Scrip

Directions/ Observations Issued

the nature of transaction, which indicates its involvement in manipulation of the market regarding this scrip. RSL has complied with the summons and has provided the requisite comments and documents. Subsequently, SEBI has passed an order dated July 25, 2006, confirming the interim order. Further, SEBI, by a letter dated June 27, 2008, appointed an adjudicating officer in this matter. RSL has filed a reply to the letter and also filed an application dated August 18, 2008 for obtaining a consent order in this matter. SEBI by its letter dated March 6, 2009, has intimated that the independent High Powered Advisory Committee has accepted the application of consent order and recommended that the matter may be settled on a payment of Rs.1 million within 15 days of issue of the letter. RSL has duly remitted the sum of Rs.1 million. Subsequently, by its consent order (CO/IVD-ID-1/936/AO/SD/15/2009) dated March 19, 2009, SEBI has disposed off the adjudication proceedings against RSL.

(iv) Millenium Cybertech Limited

SEBI in its ad interim, ex parte order dated January 24, 2006, observed that RSL, among other brokers, had entered into synchronized deals, which helped in matching buyers and sellers thereby buyers getting desired sellers and vice versa. SEBI further observed that the promoters of Millenium Cybertech Limited offloaded their shareholding in the Company in an alleged arrangement between interconnected clients, who have also appeared in the SEBI orders relating to IFSL Limited, Mega Corporation Limited and Karuna Cables Limited to manipulate the shares of ‘low cap’ companies and such manipulation would not have been possible without the guidance of a few brokers. Further, in the same order, SEBI noted that RSL was among the few brokers who have also appeared in some of the earlier orders passed by SEBI in the case of ‘low cap’ scrips. Subsequently, the SEBI through its letter dated April 7, 2006, summoned RSL to appear and provide information in connection with the investigations instituted by SEBI in this matter. The information required by SEBI has been duly provided by RSL. Further, an order has been passed on September 26, 2006 by SEBI, confirming the interim order. SEBI has, by its letter dated May 22, 2007, issued an administrative warning in this regard.

(b) Further, the SEBI has in the matter of Ind Tra Deco Limited, issued an ad interim order dated

October 5, 2005 pending investigation, restraining RSL, among other stock brokers, and the promoters and directors of Ind Tra Deco Limited from buying, selling or dealing in the securities/scrips of Ind Tra Deco Limited, directly or indirectly, from October 5, 2005 until the receipt of further orders upon observing a sharp increase in price and trading volume in the scrip of Ind Tra Deco Limited. Subsequently, the SEBI through its order dated June 20, 2006, confirmed the ad interim order dated October 5, 2005 and by a letter dated January 31, 2006, summoned RSL to appear and provide information in connection with the investigations instituted by SEBI. The information required by SEBI has been duly provided. No further correspondence has been received from SEBI in this respect thereafter.

(c) SEBI has also in the matter of trading in the scrip of Vijay Textile Limited, issued a letter

dated January 31, 2006 and issued summons on August 11, 2006, as extended by the summons on August 25, 2006, informing RSL that SEBI is investigating into the trading in the scrip of

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Vijay Textile Limited and further directed RSL to explain the reasons for entering into transactions for which orders were placed on behalf of certain clients named in the order, which allegedly resulted in an artificial increase in the market price of the scrip. RSL has duly furnished the information sought by SEBI. Further, SEBI through its letter dated September 14, 2007, has cautioned RSL from carrying out such transactions in the future and requested RSL to report the steps taken to improve the system within 10 days, which was duly complied with.

(d) SEBI has, through a letter dated July 15, 2005, directed RSL to provide reasons for having

undertaken certain transactions in the F&O segment during the period between February 2005 and March 2005 and further directed RSL to deliver the accompanying letter to its client, Mr. Gurumukh N. Khatri. Further, SEBI has issued a letter dated January 27, 2006, requiring RSL to provide reasons for having undertaken certain transactions in the F&O segment during the period between November 2005 and December, 2005 and directed RSL to deliver the accompanying letter to its client Ms. G. Kantha. In response to both these letters, RSL has submitted the information sought by SEBI stating, inter alia, that the specified transactions were carried out at the behest of its clients, and that RSL had delivered the letters to its respective clients, as directed. No further communication has been received from SEBI in this matter.

(e) Pursuant to an inspection of books and records of the PMS division of RSL for the period

between September 2004 and December 2005, SEBI, through the enquiry officer, has initiated a proceeding by its letter dated November 8, 2007. RSL has duly submitted its reply to SEBI on December 10, 2007 along with the necessary documentary evidence, denying the observations contained in the show cause notice of the enquiry officer. A hearing was conducted on April 24, 2009 and RSL made its submissions in this matter. The matter is currently pending.

(f) Further, SEBI has, through two separate letters issued on January 11, 2007 and February 21,

2007, sought explanations regarding certain trades by RSL at the behest of its clients. The information required by SEBI has been duly provided by RSL. No further correspondence has been received from SEBI in this respect.

(g) SEBI has, through its letters dated May 17, 2007 and August 14, 2007, advised RSL to seek an

explanation from the clients mentioned in the letters, for entering into trades which appear to be synchronized. SEBI has further asked RSL to provide its comments on such transactions. The letters have been duly replied to. No further correspondence has been received from SEBI in these matters.

(h) SEBI, through its letter dated June 11, 2007 advised us to explain the rationale of our client for

entering into trades, which have been observed by SEBI as being synchronized trades. The letters have been duly replied to. No further correspondence has been received from the SEBI in this matter.

(i) SEBI, through its letter dated August 1, 2007, summoned RSL to provide information in

connection with the investigations instituted by SEBI in the matter of M/s Atlanta Limited. The information required by SEBI has been duly provided.

(j) Certain enquiries have been conducted by SEBI on the basis of certain complaints received

from investors at its branch office at Ajmer. SEBI has, through its letter dated August 27, 2007, sought an explanation in this regard, which has been duly provided. No further communication has been received from SEBI in this matter.

(k) SEBI, through its letter dated August 24, 2007, sought comments from RSL on certain orders

placed in the scrip of Tulip IT on behalf of its clients. The letter has been duly replied to. No further correspondence has been received from SEBI in this matter.

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(l) SEBI has, through its letters dated January 30, 2008, April 23, 2008, May 27, 2008 and May 28, 2008, sought an explanation from RSL in respect of the steps taken by RSL to ensure that its system is not misused and the necessary due diligence procedure, required under the applicable regulations, has been put in place. The letters have been duly replied to.

(m) SEBI, through its letter dated February 5, 2008, has sought reasons from RSL in respect of

orders placed on behalf of a client at a higher price. The letters have been duly replied to. No further correspondence has been received from SEBI in this matter.

(n) SEBI has, through its letters dated February 18, 2008 and December 19, 2008, sought an

explanation from RSL in respect of a complaint received from M/s J.K Agri Genetics Limited, alleging violation of the Takeover Code, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended (“Insider Trading Regulations”) and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, 2003, as amended. Replies have been duly filed to the letters from SEBI.

(o) SEBI has, through its letter dated February 19, 2008, sought comments from RSL in respect of

the transactions of clients in the scrip of Nova Petro Limited and the due diligence adopted before placing such orders. The letters have been duly replied to.

(p) SEBI has, through its letter dated March 7, 2008, sought comments from RSL in respect of the

transactions of clients in the scrip of Shah Alloys Limited. The letters have been duly replied to.

(q) SEBI has, through its letter dated March 7, 2008, sought details in respect of whether sufficient

margins have been maintained for and on behalf of clients who have dealt in the scrip of Jindal Stainless Limited. The letter has been duly replied to.

(r) SEBI has, through its letter dated March 31, 2008, sought comments from RSL in respect of

dealing in the scrip of Today’s Writing Products Limited on behalf of certain clients. The letters were duly replied to. Subsequently, SEBI by its letter dated May 22, 2008, has advised RSL to take corrective steps and improve its systems.

(s) SEBI, through its letter dated May 12, 2008, in the matter of HFCL Infotel Limited, has

advised RSL to take corrective steps and improve its systems.

(t) SEBI, through its letters dated June 11, 2008 and June 13, 2008, has sought an explanation from RSL in respect of the trading pattern undertaken by RSL while dealing on behalf of certain clients in the scrip of Alchemist. The letters have been duly replied to. No further correspondence has been received from SEBI in this matter.

(u) SEBI has, through its letter dated July 16, 2008, sought an explanation from RSL in respect of

the nature and motive of transactions on behalf of clients in the scrip of GHCL Limited. Replies were filed to the letter received from SEBI. By its letter dated January 29, 2009, SEBI summoned RSL to produce documents before the investigative authority and such documents have been duly submitted by RSL.

(v) SEBI has, through its letter dated August 1, 2008, sought reasons from RSL regarding keeping

the shares of certain clients mentioned in the beneficiary account of RSL. The letters have been duly replied to and, no further correspondence has been received from SEBI in this matter.

(w) SEBI has, through its letter dated August 12, 2008, sought RSL’s comments on the

observations made by SEBI during the course of an inspection of the depository division of RSL. The letter has been duly replied to. No further correspondence has been received from SEBI in this matter.

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(x) SEBI has, through its letter dated May 27, 2008, sought RSL’s comments on the observations made by SEBI during the course of an inspection of the broking division of RSL. The letter has been duly replied to. No further correspondence has been received from SEBI in this matter.

(y) SEBI, through its letter dated January 19, 2009, had asked RSL to provide an explanation

along with an explanation from M/s Dash Pharmaceuticals Private Limited, a client of RSL, whether adequate disclosures under the Takeover Code and the Insider Trading Regulations were made to RSL and the Stock Exchanges by M/s Dash Pharmaceuticals Private Limited. SEBI had also requested that a copy of such disclosures be provided along with the explanation by January 27, 2009. A reply has been filed and no further correspondence has been received from SEBI in this matter.

(z) SEBI, through its letter dated April 23, 2009, sought reasons from RSL for the delay in making

disclosures under the Takeover Code. A reply has been filed. Further, through its letters dated June 11, 2009 and August 18, 2009, SEBI has sought certain additional information in respect of certain details relating to disclosures made under the Takeover Code and the margining system followed. Both the letters have been duly replied to. No further correspondence has been received from SEBI in this matter.

(aa) SEBI through its letter dated September 10, 2009 has sought an explanation from RSL

regarding the due diligence followed by it while registering and dealing on behalf of clients. A reply to SEBI’s letter is being prepared.

II. Stock Exchanges

Since April 2004, aggregate penalties/fines of approximately Rs.4.47 million have been imposed by the Stock Exchanges and the NSCCL, upon RSL, the details of which are described as below: (i) The BSE has levied various penalties/ fines aggregating to approximately Rs.0.34 million on RSL

during the period from October 2004 until date for various reasons, including violation of trading limits in certain categories of scrips, entering into transactions on behalf of certain specified clients (which led to price rise), violation of intra-day trading limits, violation observed during inspection, violation of trading limits in Z group securities, bad delivery charges, incorrect punching of individual orders in the institutional category late payouts, modification of client codes, etc.

(ii) The NSE and NSCCL have levied various penalties/ fines aggregating to approximately Rs.4.13

million on RSL during the period from April 2004 until date for various reasons, including reporting short collection of margins, violations observed during inspection, violation of exposure limits in the F&O segment dealt for and on behalf of various clients, trading in option segment of the NSE, violation of client level limit for trading in specified scrips, clearing shortage, non-submission of UCC details, delay in monthly disclosures and delayed uploading of computer to computer link terminal data.

In addition, the Stock Exchanges, MCX and the NSCCL have issued various other communications, containing certain other directions or observations. The details of the letters received are as described below:

S. No.

Exchange

Directions/ Observations Issued

(i) BSE Letter dated June 27, 2005, advising RSL to comply with bulk deal reporting requirements. Pursuant to the letter, RSL has issued internal directions to ensure compliance.

(ii) BSE 37 letters issued between July 6, 2005 and September 8, 2009, seeking an explanation for entering into specified transactions on behalf of clients, cautioning RSL against placing orders for clients at unrealistic prices and directing RSL to

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S. No.

Exchange

Directions/ Observations Issued

exercise due diligence while dealing for clients. Pursuant to the letters, RSL has implemented internal mechanisms to ensure compliance.

(iii) BSE Two letters dated July 17, 2006 and June 20, 2008, imposing certain penalties and a letter dated June 23, 2008, warning RSL to desist from entering into transactions such as, placing orders for clients at unrealistic prices, in the future.

(iv) BSE Letter dated June 30, 2005, cautioning RSL to ensure correct punching of individuals’ order under the institutional category. Pursuant to the letter, RSL has issued internal directions to exercise caution.

(v) BSE Letter dated March 12, 2007, warning RSL for altering the authorized capital of the company without taking the requisite approval.

(vi) NSE Three letters issued between September 13, 2005 and February 9, 2006, censuring RSL for undertaking change in its shareholding pattern without prior approval of the NSE. RSL has taken this on record and is ensuring compliance.

(vii) NSE Letter dated September 2, 2005 seeking an explanation for changing the shareholding pattern of the company without obtaining requisite approval. RSL has replied to the letter and the share holding pattern has been approved thereafter by the NSE.

(viii) NSE Letter dated August 24, 2006, seeking an explanation regarding the circumstances under which trades were executed for and on behalf of certain clients in the scrip of Vardhman Spinning Mills Limited. RSL has duly replied to the letter and no further communication has been received.

(ix) NSE Five letters issued between November 25, 2005 and July 24 2006, seeking an explanation regarding the due diligence process adopted by RSL to satisfy itself of the financial status of its clients, monitor client trading vis-à-vis income declared by the clients, among other things. RSL has duly replied to the letters. In one of the above matters, the NSE has further requested for the trading status of five clients mentioned in its letters.

(x) NSE 14 letters issued between May 24, 2006 and March 31, 2008, seeking clarifications regarding client transactions in the F&O segment and cash segment which were prima facie carried out at prices significantly above or below the prevailing market prices, and further advised RSL to review the activity of the clients identified in the letter and to put systems and procedures in place to control reoccurrence of such activity and to report compliance, which has been duly undertaken.

(xi) NSE Three letters dated October 18, 2006, March 29, 2006 and March 19, 2008 imposing certain penalties for client transactions in the F&O segment and cash segment which were prima facie carried out at prices significantly above or below the prevailing market prices.

(xii) NSE 34 letters issued between February 1, 2005 and June 11, 2009, including those levying certain late submission charges for reasons, including delayed reporting of details of computer to computer link and expiry of certification (NCFM).

(xiii) NSCCL 13 letters issued between March 1, 2006 and June 9, 2009, seeking an explanation for failure to make delivery or shortage in delivery against sales made by clients. RSL has duly replied to the letters and no further communication has been

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S. No.

Exchange

Directions/ Observations Issued

received from the NSCCL in relation to any of these matters.

(xiv) BSE Three letters dated September 22, 2005, January 6, 2006 and February 28, 2006, imposing certain penalties in relation to matters of Vijay Textiles Limited, IFSL Limited and Mega Corporation Limited, respectively.

(xv) BSE Five letters issued between May 25, 2007 and September 2, 2009, seeking clarifications on the observations made by the BSE during the course of an inspection. Further, the BSE has levied a penalty in one of the above matters. Further, in one of the above matters, the BSE, through its letter dated October 9, 2007, asked RSL to ensure compliance of the recommendation made in the letter and report the same to the BSE, which has been duly reported. In two of the above matters, the BSE has advised RSL to take necessary steps to ensure compliance.

(xvi) NSE Through its letter dated May 21, 2009, the NSE has sought an explanation about the circumstances under which orders were placed on behalf of a specific client. RSL has replied to the letter and no further communication has been received from the NSE in this regard.

(xvii) MCX Through its letter dated September 1, 2009, the MCX has advised RSL to rectify the observations provided in the Internal Audit Report, as submitted with the MCX.

The details of the show cause notices received by RSL are as follows:

S. No.

Exchange

Directions/ Observations Issued

(i) BSE A show cause notice dated January 18, 2006, for entering unrealistic prices in the order book. The exchange was informed that control on putting orders at a specific price is better administered through the trading mechanism and requested the exchange to have the same filter as applicable on other scrips for the newly introduced scrips also. The BSE through its letter dated May 8, 2006, has advised RSL to exercise caution while placing orders at unrealistic prices and desist from entering into transactions of similar nature in future.

(ii) BSE Letter dated March 27, 2008 seeking an explanation for entering into transactions on behalf of a client, M/s Victory Trading Corporation, who has been debarred by SEBI from buying, selling, dealing or accessing the security market for a specified period. The exchange was duly informed that the SEBI order was stayed by the SAT and the client has requested for resuming the trading.

(iii) NSE Notice dated October 10, 2005 and two notices dated June 5, 2006, for late reporting of bulk deals. The information sought by the notice dated October 10, 2005, was sent to the NSE prior to receipt of the show cause and the same was duly updated on the website of the NSE and therefore no reply was therefore sent by RSL. RSL has replied to the show cause notices dated June 5, 2006 and no further communication has been received from the NSE in this regard.

(iv) NSE A show cause notice dated March 12, 2007 for entering into transaction on behalf of certain clients in the option segment of the NSE, as reported in the letter. RSL duly filed a reply to the notice.

(v) NSE 17 show cause notices and letters issued between March 16, 2004 and April 17, 2009, for various violations observed in the course of inspections and seeking an

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S. No.

Exchange

Directions/ Observations Issued

explanation for alleged violations. Further, certain penalties have also been imposed in respect of nine such show cause notices. RSL has duly replied to the show cause notices and letters.

(vi) NSE Two show cause notices dated May 30, 2006 and September 20, 2006, for discrepancies in CTCL data uploaded with the NSE. RSL duly filed a reply to the notices.

(vii) NSE Show cause notice dated April 21, 2006, for issuing advertisements without NSE’s prior approval. RSL has replied to the show cause notice and no further communication has been received from the NSE in this regard.

(viii) NSE Letter dated August 5, 2008, seeking an explanation for executing trades in violation of the requirements prescribed for institutional clients. RSL has duly filed a reply to the letter.

In addition to the above, 28 letters have been issued by NSDL between July 12, 2004 and July 17, 2009, respectively, and five letters have been issued by CDSL between April 5, 2006 and January 20, 2009, respectively, advising to report compliance with the observation made during the course of inspections. Further, NSDL has through certain letters levied penalties aggregating to Rs.0.17 million and CDSL has levied a penalty of Rs.0.003 million. Writ Petition

The Union of India and another have filed a Criminal Miscellaneous Writ Petition (No.28928 of 2009) before the Allahabad High Court under Article 226 of the Constitution of India against RSL and others. The petitioners have prayed for the grant of an interim order directing RSL and others to freeze the securities issued by certain of the respondents, which was recorded in the demat account of one of the petitioners, not to allow any further transfer of the securities during the pendency of the writ petition and to freeze the account where the sale proceeds of the such securities are deposited during the pendency of the writ petition. The matter is currently pending. Criminal Proceedings

(i) Mr. Amit Tayal has filed an application dated October 24, 2008 under Section 156(3) of the CrPC for

registering a case under Sections 406 and 420 of the IPC against RSL and others. For further details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(ii) Mr. Dalbir Kumar Jain has filed a complaint with the police against RSL at Ambala, Punjab. Mr. Jain has, in his complaint, stated that his shares in MTNL and Reliance Energy were sold by RSL without his knowledge. Investigations are currently in progress.

(iii) Mr. Satish K. Pradhan has made a complaint against the RSL’s branch office at Pune. Mr. Pradhan has

alleged that the shares which he purchased from RSL were neither credited to his demat account nor did he receive the balance amount from RSL. A notice in this regard has also been received from the Financial Crimes Department, Crime Branch, Pune. The branch head of RSL’s branch at Pune reported to the Crime Branch on May 14, 2007. Investigations are currently in progress.

(iv) Mr. Beant Singh has filed a complaint on February 6, 2009, against RSL at the Police Station, Ashok

Vihar, New Delhi. RSL has been directed by the investigating officer to participate in the investigation. Investigations are currently in progress.

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(v) A first information report (No. 184/2009) has been filed against RSL by Mr. Rohit Sharma, alleging commission of offences under Sections 323, 504, 506, 406, 420, 465, 467 and 120B of the IPC at the Police Station, Kavi Nagar, Ghaziabad. The branch office of RSL at Ghaziabad has received a notice dated February 9, 2009, to provide details/documents pertaining to Mr. Sharma. Investigations are currently in progress. RSL had filed a Criminal Miscellaneous Writ Petition (No. 3309/2009), praying for quashing the first information report. The writ petition is currently pending.

(vi) Mr. Sumit Goel has filed a first information report (FIR No. 120/2009) against RSL under Sections

420, 467, 468, 471, and 120B of the IPC at the Police Station, Jawahar Nagar, Shri Ganganagar. RSL has been directed by the investigating officer to submit documents/information in relation to the complaint. Investigations are currently in progress.

(vii) Mr. A. Jayaganbathi has filed a complaint against RSL at the Central Police Station and the SIPCOT

Police Station, Tuticorin. RSL has been directed by the investigating officer to participate in the investigation. Investigations are currently in progress.

(viii) Mrs. Madhu Garg has filed a first information report (FIR No. 553/09) against RSL under Sections

420, 406, 506 and 120B with the Police Station Anand Parbat, Agra. Two officials of the branch office at Agra, namely Mr. Shujat and Mr. Vikas, have been directed by the investigating officer to participate in the investigation. Investigations are currently in progress.

(ix) Mr. K. Kannan has filed a first information report under the Scheduled Castes and Scheduled Tribes

(Prevention of. Atrocities) Act, 1989, and Sections 406, 420 and 323 of the IPC at the Police Station Thenkarai, Periakulam, against Mr. Ramasubramani, Mr. Muralikrishna, Mr. Ramanathan, Mr. Rjathi, Mr. Suganthi and Mr. Mugapandi. It was alleged that the accused persons committed fraud with Mr. Kannan and beat Mr. Kannan and used caste abuse against him. Investigation in the matter is currently in progress.

(x) Mr. Maheshkumar Somabhai Parmar has filed a complaint against RSL at the Chandkheda Police

Station, Ahmedabad. RSL has been directed by the Investigating Officer to submit certain information. Such information has been submitted by RSL. Investigation in the matter is currently pending.

(xi) Mr. Dhuliben M. Patel has filed a complaint against RSL at the Chandkheda Police Station,

Ahmedabad. RSL has been directed by the Investigating Officer to submit certain information. Such information has been submitted by RSL. Investigation in the matter is currently pending.

(xii) Ms. Manju Jain has filed a first information report (FIR No. 565/2009) against Mr. Sunil Godhwani

and others before the Police Station Hari Parvat, Agra, alleging offences under Section 420 of the IPC. For details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(xiii) Mr. Pramod Tibrewal had filed an application under section 156(3) of the CrPC before the Chief

Judicial Magistrate, Gorakhpur, Uttar Pradesh pursuant to which a first information report (FIR No. 563/09) has been registered with the Police Station Cantt., Sardar, Gorakhpur. For details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

Civil Proceedings

(i) Trexim Corporation has filed a petition (O.M.P No. 46/2005) against RSL before the High Court of

Delhi, challenging the validity of the arbitral award passed against Trexim Corporation on October 28, 2004, awarding RSL Rs.4.32 million. Trexim Corporation had alleged that the award dated October 28, 2004 was passed without sufficient jurisdiction, was incorrect and unfair and in contravention of applicable law and public policy. RSL had invoked the arbitral jurisdiction of the NSE on September 21, 2000, alleging non-payment for certain transactions and had claimed an amount of Rs.8.02 million. Trexim Corporation has sought that the award dated October 28, 2004 be set aside. The matter is currently pending.

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(ii) Mr. Gundesha Arvind Kumar has filed a suit (O.S. No. 2713 of 2006) before the 5th Junior Civil Judge,

Hyderabad, for a decree of perpetual injunction against RSL, restraining it from selling certain shares owned by Mr. Kumar but which are lying with RSL, without his consent. The matter is reserved for orders.

(iii) Ms. Lakshmi Varyani, proprietor of Expo Vision, has filed a summary suit (Summary Suit No. 807 of

2006) before the High Court of Bombay, for a sum of Rs.0.75 million, in addition to a simple interest on the principal amount, at the rate of 18% p.a. The High Court of Bombay, by an order dated January 16, 2007, has granted unconditional leave to RSL to defend the suit. The matter is currently pending.

(iv) RSL has filed a petition (No. ARBPL /519/2007) before the High Court of Bombay, challenging the

arbitral award dated May 14, 2007, passed by the arbitrator appointed by the NSE, dismissing RSL’s claim. The award was granted in favor of Ms. Manali K. Bhuva, on the grounds that the arbitral proceedings stand terminated upon the claimant withdrawing the claim from the arbitral tribunal under Section 32 of the Arbitration Act. Further, RSL was directed to remove the debit balance from Ms. Bhuva’s running account and set the account right with retrospective effect from January 18, 2007, with all consequential changes and benefits, if any. Further, Ms. Bhuva was held entitled to her counter claim to get back the delivery of 400 equity shares of HDFC Bank Limited and 640 shares of GE Shipping Limited. In addition, Ms. Bhuva was held to be entitled to recover a cost of Rs.0.02 million. RSL had filed an application under Section 34 of Arbitration Act. The matter is currently pending.

(v) Mr. Vinay Bansal has filed a suit before the Civil Judge, Ludhiana, for rendition of account and

mandatory injunction against RSL, Mr. Ashu Madan, Mr. Vivek Agarwal, Mr. Dinesh Sharma, Mr. Gursaran Bajaj and Mr. Gurpreet Singh. Mr. Bansal has alleged that despite requisite payment made by him and being assured by RSL that his shares/securities would not be sold, his shares/securities were liquidated by RSL. He has also alleged that he had paid Rs.0.04 million in cash and was not given a receipt thereof. Further, it is alleged that Mr. Bansal did not receive contract notes and the account statement pertaining to his account. The next date of hearing is October 22, 2009.

(vi) Mr. Sibendu Basu has filed a petition (Misc. Case No.1003/2008), before the Court of District Judge

Alipore, 24 Parganas, challenging the arbitral award dated June 10, 2008, passed by the arbitrator appointed by the NSE dismissing his claim against RSL. The next date of hearing is November 18, 2009.

(vii) Mrs. Suchitra Sen has filed a petition (Misc. Case No./1004/2008), before the Court of District Judge

Alipore, 24 Parganas, challenging the arbitral award dated June 10, 2008, passed by the arbitrator appointed by the NSE dismissing her claim against RSL. The next date of hearing is November 18, 2009.

(viii) Mrs. Jayshree Basu has filed a petition (Misc. Case No./1002/2008), before the Court of District Judge

Alipore, 24 Parganas, challenging the arbitral award dated June 10, 2008, passed by the arbitrator appointed by the NSE dismissing her claim against RSL. The next date of hearing is November 18, 2009.

(ix) Mrs. Dipanwita Mitra has filed a petition (Misc. Case No./1001/2008), before the Court of District

Judge Alipore, 24 Parganas, challenging the arbitral award dated June 10, 2008, passed by the arbitrator appointed by the NSE dismissing her claim against RSL. The next date of hearing is November 18, 2009.

(x) Mrs. Naziya has filed a suit (No. 105/2008) before the Court of the Civil Judge, Nanded. Mrs. Naziya

has alleged that although she had paid Rs.0.28 million to RSL for buying shares in her name, no shares were bought in her name. Further it was alleged that the amount was obtained by RSL on false promises. Mrs. Naziya has claimed Rs.0.28 million, along with interest at the rate of 12% p.a. The matter is currently pending.

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(xi) Mr. Pradeep Kumar Asthana had filed a civil writ petition (No. 6564/2008) before the High Court of Rajasthan at Jaipur, against the Union of India, SEBI, NSE, RSL and others. For details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(xii) Mr. Mansurali Dawelsab Hanagi has filed a suit (No.220/2008) before the Court of Civil Judge, Sangli,

for an injunction against RSL to prevent it from selling the shares in his account. The matter is currently pending.

(xiii) RSL has filed a petition (No. C.S (O.S) /288/2008), before the District Judge, Tis Hazari, New Delhi,

challenging the arbitral award dated February 5, 2008, passed against RSL by an arbitrator appointed by the NSE in an arbitration case (A.M. No. F&O D047 of 2007). The arbitrator had made an award in favor of Mr. Sanjay Singh for a sum of approximately Rs.0.04 million. The matter is currently pending.

(xiv) RSL has filed a petition (No. C.S (O.S) 223/2007), before the District Judge, Tis Hazari, New Delhi,

challenging the arbitral award dated November 9, 2007, passed against RSL by an arbitrator appointed by the NSE, in an arbitration case (A.M. No. D-0021/2007). The arbitrator had made an award in favor of Harsha Capital for a sum of approximately Rs.0.21 million. The matter is currently pending.

(xv) RSL has filed a petition (No. 661/2008), before the District Judge, Tis Hazari, New Delhi, challenging

the arbitral award dated May 22, 2008, passed against RSL by an arbitrator appointed by the NSE, in an arbitration case (A.M. No. FO/K 0003/2008). The arbitrator had made an award in favor of Mrs. Usha Roy for a sum of approximately Rs.0.04 million. The next date of hearing is October 21, 2009.

(xvi) RSL has filed a petition (No. C.S. (O.S.) 105/2008), before the District Judge, Tis Hazari, New Delhi,

challenging the arbitral award dated December 12, 2007 passed against RSL by an arbitrator appointed by the NSE, in an arbitration case (A.M. No. CM/C 0069/2007). The arbitrator had made an award in favor of Ms. M. Thirunavukkarasu for a sum of approximately Rs.0.13 million. The next date of hearing is October 15, 2009.

(xvii) Ms. Neha Kapoor has filed a petition (No. 507/2008), before the Civil Judge, Senior Division,

Amritsar, for declaration and permanent injunction. It is alleged that although the authorized representative of Ms. Kapoor was not in town from April 13, 2007 until April 26, 2007, and no trades were done by them, certain trades were done in their account and the loss was wrongfully debited from her account. Ms. Kapoor had claimed Rs.0.14 million towards the loss suffered by her. The matter is currently pending.

(xviii) Ms. Reeti Kapoor has filed a petition (No. 42/2008) before the Civil Judge, Senior Division, Amritsar,

for declaration and a decree of permanent injunction. It is alleged that although the authorized representative of Ms. Kapoor was not in town from April 13, 2007 until April 26, 2007, and no trades were done by them, certain trades were done in their account and the loss was wrongfully debited from her account. Ms. Kapoor had claimed Rs.0.24 million towards the loss suffered by her. The matter is currently pending.

(xix) Mr. Amarnath Agarwal has filed a petition (No. 41/2008), before the District Judge, Gorakhpur,

challenging the arbitral award dated April 22, 2008, passed in favor of RSL by an arbitrator appointed by the NSE in an arbitration case (A.M. No.D 0003/2008). The arbitrator had made an award in favor of RSL, by dismissing the claim of Mr. Amarnath Agarwal for approximately Rs.0.04 million. The matter is currently pending.

(xx) Mr. Jatin Huria has filed a petition (No. 113/2008) before the Civil Judge, Senior Division, Kaithal.

Mr. Jatin Huria had alleged that he was working as a business development representative with RSL on account of which incentives were due to him. He has prayed for rendition of accounts which were being maintained with RSL and a final decree for the amount due under the rendition of accounts. The next date of hearing is October 21, 2009.

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(xxi) Mr. Shivnandan Prasad Agarwal has filed a petition (No. 68/2008), before the District Judge, Allahabad, challenging the arbitral award dated August 7, 2008, passed in favor of RSL by an arbitrator appointed by the NSE in an arbitration matter (A.M. No. D 021/2008). The next date of hearing is October 8, 2009.

(xxii) Mr. V. Shanmuga Sundaram has filed a petition (No. 985/2009), before the Assistant Civil Court,

Chennai. Mr. Sundaram has sought a decree for permanent injunction, restraining RSL from interfering and disturbing the peaceful possession and enjoyment of his residence along with costs. The next date of hearing is October 21, 2009.

(xxiii) Mr. Mahesh D. Changrani has filed an arbitration petition (No. 151/2009), before the High Court of

Bombay, challenging the arbitral award dated October 10, 2008, passed in favor of RSL, by an arbitrator appointed by the NSE in an arbitration matter (A.M. No. F&O M 074/2008). The matter is currently pending.

(xxiv) RSL has filed a petition (No. C.S (O.S) 182/2008) before the District Judge (South), New Delhi,

challenging the arbitral award dated August 11, 2008, passed against RSL, by an arbitrator appointed by the NSE, in an arbitration matter (A.M. No.F&O/M 070/2008). The arbitrator had made an award in favor of Mr. Rajesh Dedhia for a sum of approximately Rs.0.06 million. The next date of hearing is October 21, 2009.

(xxv) Mr. Virender Kumar has filed a petition (No. 157/2008), before the District Judge, New Delhi,

challenging the arbitral award dated July 22, 2008 passed in favor of RSL by an arbitrator appointed by the NSE in an arbitration case (A.M. No. D 010/2008). The arbitrator had made the award in favor of RSL by dismissing the claim of Mr. Kumar. The matter is currently pending.

(xxvi) Mr. Niketu Jawantlal Shah has filed a petition (No. 265/2009), before the City Civil Judge Ahmedabad,

challenging the arbitral award dated November 25, 2008 by an arbitrator appointed by the NSE in an arbitration case (A.M. No. F&O M 083/2008). The next date of hearing is October 28, 2009.

(xxvii) Ms. Jolly Niketu Shah, has filed a petition (No. 262/2009), before the City Civil Judge, Ahmedabad,

challenging the arbitral award dated November 21, 2008 by an arbitrator appointed by the NSE in an arbitration case (A.M. No. F&O M 085/2008). The next date of hearing is October 28, 2009.

(xxviii) Mr. Niketu Jawantlal Shah (HUF) has filed a petition (No. 263/2009), before the City Civil Judge,

Ahmedabad, challenging the arbitral award dated November 7, 2008 by an arbitrator appointed by the NSE in an arbitration case (A.M. No. F&O M 086/2008). The next date of hearing is October 28, 2009.

(xxix) Ms. Kokila J. Shah has filed a petition (No. 264/2009), before the City Civil Judge, Ahmedabad,

challenging the arbitral award dated November 7, 2008 by an arbitrator appointed by the NSE in an arbitration case (A.M. No. F&O M 084/2008). The next date of hearing is October 28, 2009.

(xxx) Mr. Anil Kumar Grover has filed a petition (No.228/2009), before the Court of the Additional District

Judge, New Delhi, challenging an arbitral award dated October 17, 2008 passed by an arbitrator appointed by the NSE dismissing a counter claim filed by Mr. Grover against RSL. The matter is currently pending.

(xxxi) Mr. M.V. Shanmugasundaram has filed petition (No. 985/2009), before the Assistant City Civil Court

at Chennai praying for a permanent injunction restraining RSL from interfering with and disturbing the peaceful possession and enjoyment of his residence, and restraining RSL from collecting money with respect to his trading account. The matter is currently pending.

(xxxii) Mr. Roshan Lal Bhatia has filed a title eviction suit (No. 09/2008), before the Court of the Sub Judge,

Ranchi, against RSL and others. Mr. Bhatia had prayed for decree of eviction of his premises and recovery of arrears of Rs.0.06 million from the respondents. The matter is currently pending.

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(xxxiii) Ms. Monika Dhaka has filed a suit for recovery (Suit No.566 of 2009) before the High Court of Delhi for an amount of Rs.3.3 million, along with interest at the rate of 24% per annum on decretal amount from the date of filing of the suit, and the cost of proceedings. The next date of hearing is November 10, 2009.

(xxxiv) Mr. Y. Shanmugam has filed a petition (No.3178/2009) before the City Civil Court at Chennai against

RSL. Mr. Shanmugam has claimed Rs.0.16 million from Mr. S.Shanmuganathan, a client of RSL. No relief has been claimed against RSL. The matter is currently pending.

(xxxv) Mr. Siva Nageshwara Rao Doradla has filed a suit for recovery (O.S.No.875 of 2009) before the Senior

Civil Judge in the City Civil Court, Hyderabad against RSL and its Branch Manager for a sum of Rs.0.5 million. The matter is currently pending.

(xxxvi) Mr. Jupudi Subba Rao has filed a suit for recovery (O.S. No.982 of 2009) before the Senior Civil Judge

in the City Civil Court, Hyderabad against RSL and others. For details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

Consumer Proceedings

There are 66 complaints relating to deficiency in service, improper liquidation, mental harassment and agony, etc., under the Consumer Protection Act filed against RSL by its clients or their representatives, in various consumer redressal forums in India. The claim amount in each of these cases is below Rs.5 million. The aggregate claim against the Company in these complaints is approximately Rs.22.08 million, along with interest. Arbitration Proceedings

(i) Mr. Amit Bansal has filed an arbitration claim (A.M. No. F&O D380/2008) before the NSE. Mr.

Bansal has alleged that despite his giving money to RSL on receiving a margin call, his shares were liquidated by RSL. The sole arbitrator announced his award on January 30, 2009, directing RSL to pay Rs.0.04 million to Mr. Bansal. RSL has filed an application under Section 34 of Arbitration Act, before the Additional District Judge, New Delhi. The matter is currently pending.

(ii) Mr. Sanjay Kumar Gupta has filed an arbitration claim (A.M. No. D079/2008) before the NSE. Mr.

Gupta has alleged that due to fault of RSL, 618 shares of BGR, which he had bought for intra day trades were converted into delivery, as he was not permitted to sell such shares. Further, after delivery of such shares he was not informed regarding their status. Mr. Gupta has claimed Rs.0.2 million towards the loss suffered by him. Pursuant to an order dated March 31, 2009, Mr. Gupta’s claim has been allowed and RSL has been directed to pay Rs.0.15 million. RSL has filed an application under Section 34 of the Arbitration Act before the Additional District Judge, New Delhi. The next date of hearing is October 1, 2009.

(iii) Mr. V.B. Totale has filed an arbitration claim (A.M. No. D077/2008) before the NSE. Mr. Totale has

alleged that trading in his account was done without his permission, he was not informed of the debit in his account and was never given the profit which accrued to his account. Mr. Totale has also alleged that certain documents have been forged by RSL and has claimed Rs.2.million towards the loss suffered by him. Pursuant to an award dated May 29, 2009, Mr. Totale’s claim was dismissed. Mr. Totale has filed an application under Section 33 of the Arbitration Act. The application is currently pending.

(iv) Mrs. Neerja Varshney has filed an arbitration claim (A.M. No. F&O D096/2008) before the NSE. Mrs.

Varshney has alleged that despite her having sufficient margin in her account, RSL has closed out her open positions on January 23, 2008. Mrs. Varshney has claimed Rs.0.2 million towards the loss suffered by her. The sole arbitrator announced his award on December 2, 2008, directing RSL to pay Rs.0.1 million to Ms. Varshney along with interest at the rate of 10% p.a. from the date of the award.

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RSL has filed an appeal (C.S 72/2009) before the Senior Civil Judge, New Delhi under Section 34 of Arbitration Act. The next date of hearing is November 7, 2009.

(v) Mr. Ram Sevak Prasad has filed an arbitration claim (A.M. No. D043/2008) on May 12, 2008 before

NSE. Mr. Prasad has alleged that Rs.0.6 million has been shifted from his account without his knowledge. He has also alleged that some of the payments made by him through cheques were not credited/credited late to his account. Mr. Prasad has claimed Rs.1 million towards the loss suffered by him. RSL has filed its reply. The sole arbitrator announced his award on February 10, 2009, directing RSL to pay Rs.0.7 million to Mr. Prasad along with interest at the rate of 12% p.a. from February 1, 2008 until the date of payment. RSL has filed an application under Section 34 of the Arbitration Act before the Additional District Judge, New Delhi. The next date of hearing is November 12, 2009.

(vi) Dr. A.K. Varshney had filed an arbitration claim (A.M. No. F&O D092/2008) before the NSE. Dr.

Varshney has alleged that despite there being sufficient margin in his account, his open positions were squared off without informing him, on account of margin shortage in his account. Dr. Varshney had claimed Rs.0.5 million towards loss suffered by him. The arbitrator has passed his award in favor of Dr. Varshney awarding him Rs.0.01 million, along with interest at the rate of 18% p.a., if payment is delayed beyond one month. RSL has filed an application under Section 34 of the Arbitration Act before the Civil Judge, New Delhi. The next date of hearing is October 1, 2009.

(vii) Mr. H. Sengupta had filed an arbitration claim (A.M. No. F&O C/189/2008) before the NSE. Mr. Sengupta had claimed an amount of Rs.0.11 million alleging that due to problems in RSL’s online trading system he suffered losses and despite his repeated requests his problem was not rectified. The arbitrator passed an award in favor of Mr. Sengupta, upholding his claim and RSL was directed to pay Rs.0.11 million with interest at the rate of 18% p.a., from the date of award. The application filed by RSL under Section 33 of Arbitration Act for rectification of the award was rejected. RSL has filed an application (239/2009) under Section 34 of the Arbitration Act. The next date of hearing is September 30, 2009.

(viii) Ms. Alpa Nilesh Shukla has filed an arbitration claim (A.M. No. F&O M-0043/2008) before the NSE. Ms. Shukla has alleged that despite specific instructions from her side to sell Peninland Futures, the same were not sold and she suffered losses. Ms. Shukla has claimed Rs.0.25 million. Pursuant to an award dated April 1, 2009, RSL has been directed to pay Rs. 0.08 million. RSL has filed an application under Section 34 of the Arbitration Act before the Additional District Judge, New Delhi. The next date of hearing is October 21, 2009.

(ix) Mr. Rahul Sampatlal Muthiyan has filed an arbitration claim (A.M. No. M-082/2008) before the NSE. Ms. Rangdal has alleged that between January 10, 2008 and January 24, 2008, trading in his account was done without his authorization. He had also alleged that he was not provided documents pertaining to his account and has claimed Rs.1.15 million towards the loss suffered by him, along with interest at the rate of 24% p.a. from January 10, 2008, and Rs.0.1 million for mental tension and harassment. Proceedings in the matter have concluded and the matter is reserved for award.

(x) Mr. Mukesh Lalwani has filed an arbitration claim (A.M. No. FO M-0916/2008) before the NSE. Mr. Lalwani has alleged that until July 2007, he used to receive his account statement, however, subsequently, he has not received his account statement. Mr. Lalwani has further alleged that despite efforts made by RSL, he never agreed to the trading in the F&O segment and despite his protests, trading in the F&O segment was done in his account as a result of which, he suffered heavy losses. Mr. Lalwani has claimed Rs.15 million approximately. The next date of hearing is September 24, 2009.

(xi) Ms. Manjusha Pravin Changediya has filed an arbitration claim (A.M. No. M-85/2008) before the NSE. Ms. Changediya has alleged that between January 10, 2008 and January 24, 2008, transactions in her account were done without her authorization and she did not receive information regarding her account after January 10, 2008. Ms. Changediya has claimed approximately Rs.0.7 million, along with interest at the rate of 24% p.a. and an amount of Rs.0.03 million as compensation. Pursuant to an award dated April 9, 2009, the claim of Ms. Changediya was dismissed. Ms. Changediya has filed an

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application under Section 34 of the Arbitration Act before the District Judge, Ahmednagar. The matter is currently pending.

(xii) Mr. Pravin Siyakariya has filed an arbitration claim (A.M. No. FO M-0917/2008) before the NSE. Mr.

Siyakariya has alleged that after July 2007, he did not receive his account statement and contract notes for his account. He has further alleged that despite his refusal to trade in the F&O segment, trading in the F&O segment was done in his account. Mr. Siyakariya has sought a direction that the respondent be directed to reverse the accounting entries pertaining to F&O transactions from the ledger account of the petitioner or in the alternate pay an amount of Rs.0.44 million approximately to the petitioner. Further, the petitioner has claimed Rs.1.16 million approximately as compensation for loss of an opportunity and Rs.2.8 million as compensation for mental harassment, loss of business, costs etc. The next date of hearing is September 24, 2009.

(xiii) Mr. Miten Indulal Mehta has filed an arbitration claim (A.M. No. M-945/2008) before the NSE. Mr. Mehta has alleged that his open positions were squared off on January 23, 2008, despite him having sufficient margin in his account. He has claimed Rs.0.45 million approximately. Proceedings in the matter have concluded and the matter is reserved for the award.

(xiv) Ms. Mita Kundu had filed an arbitration claim (A.M. No. FO/K/0187/2008) before the NSE. Ms. Kundu has alleged that she had given instructions to sell her shares/securities on January 17, 2008 and January 18, 2008, which were not carried out and were later sold by RSL on January 22, 2008 due to margin shortage without instructions. Ms. Kundu has claimed Rs.0.38 million. Pursuant to an award dated February 1, 2009, the claim of Ms. Kundu was allowed and RSL was directed to pay Rs.0.03 million. RSL has paid the amount under the arbitral award to Ms. Kundu through the NSE.

(xv) Mr. Lakshi Kanta Misra had filed an arbitration claim (A.M. No. CM/ K/0045/2008) before the NSE. Mr. Misra has alleged that he bought some shares /securities on January 21, 2008 which were sold by RSL on January 22, 2008 without any intimation. He had claimed Rs.0.05 million. RSL has filed its reply. By an award dated March 12, 2009, the claim of the applicant has been allowed and he has been awarded Rs.0.05 million along with the interest at the rate of 16% p.a. if the payment is made after April 8, 2009. RSL has paid the amount under the arbitral award to Mr. Misra through the NSE.

(xvi) Ms. Usha Agarwal had filed an arbitration claim (A.M. No. FO/ K/0197/2008) before the NSE. Ms.

Agarwal has alleged that on January 22, 2008 shares /securities were sold by RSL without any intimation, and that she was having sufficient margin in her account. She has claimed an amount of Rs.0.81 million. Pursuant to an award dated June 1, 2009, Ms. Agarwal was awarded Rs.0.21 million and interest at the rate of 16% p.a. if the payment is made after July 1, 2009.

(xvii) Mr. Sohan Singh Chinna has filed an arbitration claim (A.M. No. D040/2009) before the NSE. Mr. Chinna has alleged that trades in his account had been done without his consent and that consequently he had suffered losses. Mr. Chinna has claimed Rs.1 million towards the losses suffered by him. The matter is currently pending.

(xviii) Mr. Shyam Sunder Prasad has filed an arbitration claim (A.M. No. F&O D008/2009) before the NSE. Mr. Prasad has alleged that on January 22, 2008 his shares/ securities were squared off by RSL, without any intimation while he was having sufficient margin in his account. Mr. Prasad has claimed Rs.0.22 million towards the losses suffered by him. Pursuant to an award dated April 27, 2009, Mr. Prasad was awarded Rs. 0.21 million.

(xix) Ms. Shobha Gupta has filed an arbitration claim (A.M. No. D139/2008) before the NSE. Ms. Gupta has alleged that despite the fact that she had given timely delivery of shares, auction had taken place in her account and she had suffered losses. Ms. Gupta has claimed Rs.0.08 million towards the losses suffered by her. Pursuant to an award dated May 11, 2009, Ms. Gupta was awarded Rs.0.004 million along with interest at the rate of 12% per annum from January 5, 2009 until the date of payment. RSL has paid the amount under the arbitral award on June 8, 2009. Ms. Gupta has filed an application under Section 33 of the Arbitration Act. The application is currently pending.

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(xx) Ms. Uma Goenka has filed an arbitration claim (A.M. No. F&O D501/2008) before NSE. Ms. Goenka had alleged that from July 2, 2008 to July 10, 2008 trades in futures in her account were carried out without her consent. Ms. Goenka has claimed Rs.0.06 million towards the losses suffered by her. The next date of hearing is yet to be notified.

(xxi) Mr. M.M. Sundram has filed an arbitration claim (A.M. No. CMC D0129/2008) before the NSE. Mr. Sundram had alleged that trades in his account were carried out without authorization. He has also alleged that he had not provided documents pertaining to his account. Mr. Sundram has claimed Rs.0.89 million towards losses suffered by him. The next date of hearing is yet to be notified.

(xxii) Mr. M.M. Sundram has filed an arbitration claim (No. 120/2009) before the BSE. Mr. Sundram had alleged that there was malfunctioning in the trading software of RSL. It was also alleged that some of his shares were squared off without any prior intimation and he was not provided documents pertaining to his account. Mr. Sundram has claimed Rs.0.48 million towards losses suffered by him. The proceedings have been concluded and the matter is reserved for award.

(xxiii) Mr. Ram Narain Kesari has filed an arbitration claim (A.M. No. D068/2009) before the NSE. Mr. Kesari has alleged that trades in his account were carried out without his consent. Mr. Kesari has claimed Rs.0.46 million towards the losses suffered by him. The next date of hearing is yet to be notified.

(xxiv) Mr. Om Prakash Arora has filed an arbitration claim (A.M. No. F&O D075/2009) before the NSE. Mr. Arora has alleged that on November 20, 2007 he had given some instructions which were not carried out and he had suffered losses. Mr. Arora has claimed Rs.0.48 million towards the losses suffered by him. The matter is currently pending.

(xxv) Mr. Anil Jain has filed an arbitration claim (A.M. No. F&O D-80/2009) before the NSE. Mr. Jain has alleged that some trades in his account were done without his consent. Mr. Jain has claimed Rs.0.12 million towards the losses suffered by him. The next date of hearing is yet to be notified.

(xxvi) Mr. Shankar Lal Sharma has filed an arbitration claim (A.M. No. D077/2009) before the NSE. Mr. Sharma has alleged that despite his request to close his account, trades were done in his account and he suffered losses. Mr. Sharma has claimed Rs.0.1 million towards the losses suffered by him. The matter is currently pending.

(xxvii) Mrs. Alpana Garg, a client of RSL, has filed an application (S-556/2007) under Section 34 of

Arbitration Act, challenging the award dated May 21, 2007 by which the claim of RSL for recovery of Rs.0.36 million has been allowed. The proceedings have been concluded and the matter is reserved for award.

(xxviii) Mr. Sunil Kumar Sinha has filed an application (Misc Case No.19/2007) under Section 34 of

Arbitration Act, challenging the award dated July 30, 2007, by which RSL’s claim for recovery of Rs.0.06 million had been allowed. For details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(xxix) Mr. Shiv Shankar, a client of RSL, has filed an application under Section 34 of Arbitration Act (No.

94/09) challenging the award dated October 20, 2008 by which the claim of RSL for recovery of Rs.0.19 million has been allowed. The next date of hearing is November 9, 2009.

(xxx) Mr. Pawan Malhotra has filed an arbitration claim (A.M. No. F&O D101/2009) before the NSE. Mr.

Malhotra has alleged that trades in his account were done without his consent and he was also not provided documents pertaining to his account. Mr. Malhotra has claimed Rs.0.55 million towards losses suffered by him. The matter is currently pending.

(xxxi) Mr. Ajay Bilala has filed an arbitration claim (A.M. No. F&0 M-047/2009), before the NSE. Mr. Bilala has alleged that since RSL has banned short selling in ‘Ranbaxy Lab Call Options’ in the

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month of September 2008, without any intimation, he had suffered losses. Mr. Bilala has claimed an amount of Rs.0.19 million towards the losses suffered by him. The matter has been reserved for award.

(xxxii) Ms. Ritika Jhunjhunwala has filed an arbitration claim (No. 158/2009) before the BSE. Ms.

Jhunjhunwala has alleged that she was not provided copies of documents signed by her prior to opening an account with RSL. She had also alleged that RSL has transferred money from her account. Ms. Jhunjhunwala has claimed an amount of Rs.0.86 million towards the losses suffered by her. The matter has been reserved for award.

(xxxiii) Mr. Sushil Kumar Jhunjhunwala has filed an arbitration claim (No. 157/2009) before the BSE. Mr.

Jhunjhuwala has alleged that he was not provided the copies of documents signed by him, nor was he was provided documents pertaining to his account. Mr. Jhunjhunwala has also alleged that shares in his account were sold and money was also transferred from his account by RSL. Mr. Jhunjhunwala has claimed Rs.0.94 million towards the losses suffered by him. The matter has been reserved for award.

(xxxiv) Mr. Sushil Kumar Jhunjhunwala has filed an arbitration claim (A.M. No. CM/M-0091/2009) before

the NSE. Mr. Jhunjhuwala has alleged that he was not provided copies of the documents signed by him, nor was he was provided documents pertaining to his account. Mr. Jhunjhunwala has also alleged that shares in his account were sold and money was also transferred from his account by RSL. Mr. Jhunjhunwala has claimed Rs.1.25 million towards the losses suffered by him. The next date of hearing is September 23, 2009.

(xxxv) Ms. Ritika Jhunjhunwala has filed an arbitration claim (A.M. No. CM/M-0142/2009) before the NSE.

Ms. Jhunjhunwala has alleged that she was not provided copies of the documents signed by her prior to opening an account with RSL and that RSL has transferred money from her account. Ms. Jhunjhunwala has claimed an amount of Rs.0.86 million towards the losses suffered by her. The matter is currently pending.

(xxxvi) Mr. M. Tharani Babu has filed an arbitration claim (A.M. No. FO/C 0040/2009) before the NSE. Mr.

Babu has alleged that despite his having paid the margin money, his shares and securities were liquidated and closed out without any intimation to him. He has also alleged that due to mistakes on the part of RSL his margin money reduced, due to which he suffered losses. Mr. Babu has claimed Rs. 0.12 million towards losses suffered by him. The proceedings have been concluded and the matter is reserved for the award.

(xxxvii) Mr. R.M. Muthumal has filed an arbitration claim (A.M. No. FO/C 0050/2009) before the NSE. Mr.

Muthumal has alleged that despite having a sufficient margin in his account, his shares and securities were liquidated and closed out. Mr. Muthumal has claimed Rs.0.13 million towards losses suffered by him. The matter is currently pending.

(xxxviii) Mr. Subhash Chand Sharma has filed an arbitration claim (A.M. No. FO/D 0060/2009) before the

NSE. Mr. Sharma has alleged that trades in his account were carried out without his consent, due to which he has suffered losses. Mr. Sharma has claimed Rs. 0.07 million towards losses suffered by him. The proceedings have been concluded and the matter is reserved for the award.

(xxxix) Mr. Vinay Kumar Jain (HUF) has filed an arbitration claim (A.M. No. FO/K 0011/2009) before the NSE. Mr. Jain has alleged that he was not informed of his margin position in writing, due to which he had suffered losses. Mr. Gupta has claimed Rs.0.44 million towards losses suffered by him, along with interest at the rate of 24% per annum. The matter is currently pending.

(xl) Mr. Sasi Sekhar Majumdar has filed an arbitration claim (A.M. No. CM/K 0027/2009) before the NSE.

Mr. Majumdar has alleged that despite instructions not to trade, RSL carried out trades in his account due to which he has suffered losses. Mr. Majumdar has claimed Rs.0.49 million towards the losses suffered by him. The matter is currently pending.

(xli) Mr. Shiv Charan Singhal has filed an arbitration claim (A.M. No. F&O/D 0146/2009) before the NSE.

Mr. Singhal has alleged that he was charged excess brokerage from November 2008 to April 2009. It

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was also alleged that on January 7, 2009, despite repeated requests, his open positions were not squared off, due to which he has suffered losses. Mr. Singhal has claimed Rs.0.94 million towards the losses suffered by him, along with interest at the rate of 24%, until the date of payment. The next date of hearing is September 29, 2009.

(xlii) Mr. Sanjay Gangwani has filed an arbitration claim (A.M. No. /D 0146/2009) before the NSE. Mr.

Gangwani has alleged that trades in his account were carried out without his consent due to which he had suffered losses. Mr. Gangwani has claimed Rs.0.1 million towards losses suffered by him. The next date of hearing is September 25, 2009.

(xliii) Ms. Puneet Kaur Bhasin has filed an arbitration claim (A.M. No. D 0133/2009) before the NSE. Ms.

Bhasin has alleged that while she directed RSL to purchase shares of Ranbaxy Laboratories Limited, RSL purchased Ranbaxy futures in her account and despite her instructions her open positions were not squared off on the next day, due to which she had suffered losses. Ms. Bhasin has claimed Rs.0.08 million towards losses suffered by her. The matter is currently pending and a date of hearing is yet to be notified.

(xliv) Mr. Vijendra Singh Chaudhary has filed an arbitration claim (A.M. No. /D 0126/2009) before the NSE.

Mr. Chaudhary has alleged that instead of 500 shares of Reliance Communication, 700 shares were purchased in his account, due to which he had suffered losses. Mr. Chaudhary has claimed Rs.0.09 million towards losses suffered by him. Proceedings have been concluded and the matter is reserved for award.

(xlv) Mr. Mahendra Agarwal HUF has filed an arbitration claim (A.M. No. /D 085/2009) before the NSE.

Mr. Agarwal has alleged that trades in his account were carried out without his consent due to which he had suffered losses. It was also alleged that RSL had promised him significant returns and profits from the stock market but he had suffered losses. Mr. Agarwal has claimed Rs.0.38 million towards losses suffered by him. The matter is currently pending and a date of hearing is yet to be notified.

(xlvi) Mr. Ram Pratap Lalgarhia has filed an arbitration claim (A.M. No. /D 0108/2009) before the NSE. Mr.

Lalgarhia has alleged that despite his instructions, RSL did not transfer his shares of Ranbaxy Laboratories Limited before the record date, due to which he did not get any benefits of a buyback. Mr. Lalgarhia has claimed Rs.0.1 million towards losses suffered by him. The matter is currently pending.

(xlvii) Mr. Vikas Tiwari has filed an arbitration claim (A.M. No. /D 032/2009) before the NSE. Mr. Tiwari

has alleged that on May 5, 2009 certain trades in his account were carried out without his consent, due to which he had suffered losses. Mr. Tiwari has claimed Rs.0.15 million towards the losses suffered by him. The matter is currently pending and the date of hearing is yet to be notified.

(xlviii) Mr. Joginder Singh has filed an arbitration claim (A.M. No. /D 121/2009) before the NSE. Mr. Singh

has alleged that certain transactions in his account were carried out without his consent, due to which he had suffered losses. Mr. Singh has claimed Rs.0.1 million towards losses suffered by him. The proceedings have been concluded and the matter is reserved for award.

(xlix) Mr. Tarun Rajpal has filed an arbitration claim (A.M. No. FO /D 055/2009) before the NSE. Mr.

Rajpal has alleged that despite having paid the margin money, his shares and securities were liquidated and closed out by RSL without any intimation to him. It was also alleged that despite having paid the margin amount on time, he was not given any benefit in his account. Mr. Rajpal has claimed Rs.0.096 million towards losses suffered by him. The matter is currently pending and a date of hearing is yet to be notified.

(l) Ms. Kiran Choubey has filed an arbitration claim (A.M. No. /D 158/2009) before the NSE. Ms.

Choubey has alleged that she suffered losses due to a ban by RSL on option writing on the shares of Ranbaxy Laboratories Limited. Ms. Choubey has claimed Rs.0.25 million towards losses suffered by her. The matter is currently pending.

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(li) Ms. Sapna Jain has filed an arbitration claim (A.M. No. FO /D 0156/2009) before the NSE. Ms. Jain has alleged that despite having paid the margin money, her shares and securities were closed out and liquidated by RSL. She has also alleged that due to her debit balance, RSL has sold her shares. Ms. Jain has claimed Rs.5.6 million towards losses suffered by her. The matter is currently pending and a date of hearing is yet to be notified.

(lii) Mr. Sanjay Kumar Pal has filed an arbitration claim (A.M. No.CM/M0151/2009) before the NSE. Mr.

Pal has alleged that he had undertaken certain intra-day trades on November 14, 2008. However such trades were converted into delivery without his consent due to which he has suffered losses. Mr. Pal has claimed Rs.0.068 million towards the losses suffered by him. The matter is currently pending.

(liii) Ms. Sheela Jain has filed an arbitration claim (A.M. No.FO K-0015/2009) before the NSE. Ms. Jain

has alleged that she was given margin/debit despite the fact that she had no margin shortage. She has also alleged that certain incorrect debits were made in her account. Ms. Jain has claimed Rs.0.06 million along with interest at the rate of 24% per annum. The matter is currently pending.

(liv) Mr. Bhadursingh Prabhudayal Bhambhani has filed an arbitration claim (A.M. No. F&O

/M0140/2009) before the NSE. Mr. Bhambhani has alleged that trades in futures and options in his account were completed without his consent due to which he has suffered losses. Mr. Bhambhani has claimed Rs.1.7 million towards the losses suffered by him. The matter is currently pending and a date of hearing is yet to be notified.

(lv) Ms. Poonam Srivastava has filed an arbitration claim (A.M. No. D-171/2009) before the NSE. Ms.

Srivastava has alleged that unauthorized trading was undertaken in her trading account without her consent due to which she has suffered losses. Ms. Srivastava has claimed Rs.0.06 million towards the losses suffered by her. The matter is currently pending and a date of hearing is yet to be notified.

(lvi) Ms. Anita Taneja has filed an arbitration claim (A.M. No. D-178/2009) before the NSE. Ms. Taneja

has alleged that wrong entries were passed in her trading and demat accounts and securities held by her were sold without her consent due to which she has suffered losses. Ms. Taneja has claimed Rs.0.05 million towards the losses suffered by her. The matter is currently pending and a date of hearing is yet to be notified.

(lvii) Mr. Naresh Kumar has filed an arbitration claim (A.M. No. CM/M-0160/2009) before the NSE. Mr.

Kumar has alleged that unauthorized trading was undertaken in his trading account without his consent and the contract note was not provided to him due to which he has suffered losses. Mr. Kumar has claimed Rs.0.21 million towards the losses suffered by him. The matter is currently pending and the next date of hearing is yet to be notified.

(lviii) Mr. Nandan Sinha has filed an arbitration claim (A.M. No. F&O/D-184/2009) before the NSE. Mr.

Sinha has alleged that unauthorized trading was undertaken in his trading account without his consent due to which he has suffered losses. Mr. Kumar has claimed Rs.0.05 million towards the losses suffered by him. The matter is currently pending.

(lix) Mr. Shantanu Kamra has filed an arbitration claim (A.M. No. ARBN/D-195/2009) before the NSE.

Mr. Kamra has alleged that unauthorized trading was undertaken in his trading account without his consent due to which he has suffered losses. Mr. Kamra has claimed Rs.0.38 million towards the losses suffered by him. The matter is currently pending and the next date of hearing is yet to be notified.

(lx) Mrs. Shanmugam Jothi has filed an arbitration claim (A.M. No. F&O/C-0074/2009) before the NSE. Mrs. Jothi has alleged that unauthorized trading was undertaken in her trading account without her consent due to which she has suffered losses. Mrs. Jothi has claimed Rs.0.10 million towards the losses suffered by her. The matter is currently pending and the next date of hearing is yet to be notified.

(lxi) Mrs. Mohan Thilagavathi has filed an arbitration claim (A.M. No. CM/C-0073/2009) before the NSE. Mrs. Mohan has alleged that she did not receive a confirmation of sale of her shares on account of connectivity problems, as a result of which her shares were sold twice and she suffered losses. Mrs.

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Mohan has claimed Rs.0.01 million towards the losses suffered by her. The matter is currently pending and the next date of hearing is yet to be notified.

(lxii) Mr. M.M. Sundram has filed an arbitration claim (No. NSDL/ARBITRATION/2009/83) before the NSDL. Mr. Sundram has alleged that that RSL did not provide a statement of transactions to him due to which he has lost investment opportunities. Mr. Sundram has also alleged that unauthorized trading was undertaken in his trading account without his consent due to which he suffered losses. Mr. Sundram has prayed that RSL and NSDL should be directed to deliver the documents required for computing the claim amount. Mr. Sundram has also sought compensation along with interest at the rate of 18% p.a. towards mental agony suffered by him from the date of the complaint until the date of realization and costs. The matter is currently pending and the next date of hearing is yet to be notified.

(lxiii) Mr. Uttam Kumar Majumdar has filed an arbitration claim (A.M.No. CM/C-0082/2009) before the NSE. Mr. Majumdar has alleged that unauthorized trading was undertaken in his trading account without his consent due to which he has suffered losses. Mr. Majumdar has claimed Rs.1.00 million towards the losses suffered by him. The matter is currently pending and the next date of hearing is yet to be notified.

(lxiv) Mr. Jannapureddy Damodar Reddy has filed an arbitration claim (A.M.No. F&O/C-0085/2009) before the NSE. Mr. Reddy has alleged that trades in futures in his account were completed without his consent. Mr. Reddy has alleged that due to the negligence of RSL, he has suffered losses. Mr. Reddy has claimed Rs.0.14 million along with interest at the rate of 24% p.a. from May 21, 2008, towards the losses suffered by him. The matter is currently pending and the next date of hearing is yet to be notified.

(lxv) Mr. Rabin Kumar Dey has filed an arbitration claim (A.M.No. CM/K-0056/2009) before the NSE. Mr. Dey has alleged that unauthorized trading was undertaken in his trading account without his consent due to which he has suffered losses. Mr. Dey has claimed Rs.0.05 million towards the losses suffered by him.The matter is currently pending and the next date of hearing is yet to be notified.

(lxvi) Mr. Madhu Prabhat has filed an arbitration claim (A.M.No. F&O/M-0209/2009) before the NSE. Mr. Prabhat has alleged the demand drafts given by him for trading requirements were credited with incorrect details of the client account and that all the positions held in his trading account were squared off without any information to Mr. Prabhat. Mr. Prabhat has alleged that despite having provided demand drafts to meet any kind of shortfall of margin, he has suffered lossed. Mr. Prabhat has claimed Rs.0.09 million towards the amount of the demand drafts that were wrongly credited, Rs.0.05 million towards the losses suffered by him, Rs.0.04 million towards interest against charging of interest against debit in his ledger account and Rs.0.04 million towards the costs and consequences. The matter is currently pending and the next date of hearing is yet to be notified.

(lxvii) Wealthmore Securities Limted (“Wealthmore”) has filed an arbitration claim (A.M.No. CM/C-0085/2009) before the NSE. It has been alleged that Wealthmore had entered into a Stock Broker and Sub-Broker Agreement with RSL and had sent all the relevant documents for registration with SEBI as a sub-broker and until the registration process was completed, RSL had provided an alternate arrangement pursuant to which a Client Referral Agreement was entered into by RSL through its shell company Carol Securities Private Limted with one Mr. Jupuddi Subba Rao and Mrs. Dornadula Subhashini. It has been further alleged that on February 11, 2009, Wealthmore was registered as sub-broker with SEBI and that RSL informed Wealthmore that the above mentioned interim arrangement would cease to exist from March 6, 2009, but that RSL did not pay the consideration to Wealthmore on the amount of business trurnover generated by Wealthmore through its branch as per the Stock Broker and Sub-Broker Agreement from the date of transition. Wealthmore has claimed an amount of Rs.0.5 million together with interest at the rate of 18% per annum from March 1, 2009 until actual realization towards brokerage and damages. Wealthmore has also claimed legal costs and other incidental charges. The matter is currently pending and the next date of hearing is yet to be notified.

Income Tax Proceedings

(i) RSL has filed a rectification application against the order of the Assessment Officer, with the IT

Department for the assessment year 2004-05. The total amount in dispute is Rs.0.39 million.

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Labor Proceedings

(i) An Inspection Memo dated February 26, 2009 was issued by the Labor Enforcement Officer against Mr. Sunil Godhwani and the branch office of RSL at Ghaziabad for the violation of Minimum Wages Act and the Uttar Pradesh Minimum Wages Rules. RSL has to file its reply and explain why action should not be taken against it for the violation.

(ii) Mr. Lokendra Singh Chauhan has filed a complaint (No. 5507/2008), before the Assistant Labor

Commissioner, Indore, under Section 10 of the Industrial Dispute Act, alleging that his services were dismissed without the issuance of a show cause and he was not given an opportunity to provide an explanation. The matter has been referred to the Presiding Officer, Labour Court, Indore. The next date of hearing is October 6, 2009.

(iii) Mr. Pradeep has filed a complaint against RSL for the recovery of a sum of Rs. 0.02 million. RSL has

received a show cause notice from the Office of the Assistant Labor Commissioner, Jabalpur. The matter is currently pending.

(iv) Mr. Virendra has filed a complaint against RSL for the recovery of a sum of Rs. 0.017 million. RSL

has received a show cause notice from the Office of the Assistant Labor Commissioner, Jabalpur. The matter is currently pending.

(v) Mr. Kuldeep Sahay has filed a complaint dated May 13, 2009 against RSL before the Deputy Labour

Commissioner, District North-West Delhi under the Minimum Wages Act, 1948. Mr. Sahay has alleged that he has not been paid his due wages and that various service records required under the Minimum Wages Act, 1948, have not been maintained. Pursuant to a notice dated July 13, 2009 from Labour Inspector, Office of the Deputy Labour Commissioner, District North-West Delhi, RSL has submitted a compliance report. The matter is currently pending.

(vi) Mr. Shashank Prakash Jain has filed a complaint against the Managing Director of RSL and others. For

details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(vii) Mr. A.K. Singh, Labour Inspector, Allahabad has filed a complaint (No.MW 042/2008) under the

Minimum Wages Act, 1948, against Mr. Sunil Godhwani and others before the Deputy Labour Commissioner, Allahabad, Uttar Pradesh. For details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(viii) Mr. Mahavir Singh has filed a complaint before the Assistant Labour Commissioner, Ludhiana, Punjab

under the Industrial Disputes Act, 1947. The matter has been referred to the Labour Court, Ludhiana by the Assistant Labour Commissioner. Mr. Singh has alleged that his services had been illegally and unlawfully terminated by RSL and that he had not been paid retrenchment compensation. The matter is currently pending.

Investor Grievances

In the period starting from April 2004, 1,433 investor grievances aggregating to approximately Rs.219.96 million have been received by RSL from various persons. These grievances include alleged unauthorized trading, sale without information, delay in receiving confirmation, non-deposit of cheques issued by a client, computation of interest and mistaken account statement, pay-outs in shares of Nissan Copper Limited, hacking of password, etc. These complaints have been directly filed by the aggrieved, through lawyers and various regulators on complaints by investors. In addition, RSL has received certain investor grievances through e-mail, wherein the amount is not ascertainable. (B) Litigation by RSL

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(i) RSL has filed claims aggregating to an amount of Rs.157.3 million. RSL has filed 584 criminal complaints under Section 138 of the Negotiable Instruments Act regarding dishonor of cheques against the respective defaulters for recovery of an amount aggregating to Rs.116.71 million. RSL has filed 98 claims under the CPC for recovery of an amount aggregating to Rs.40.62 million before the District Court, Delhi.

(ii) RSL has filed a suit before the High Court of Delhi, for a decree of permanent injunction and has

sought damages amounting to Rs.3 million against Mr. M.M. Sundram, and restraining him from writing or purporting to write in any form to the NSDL, SEBI or any other regulatory authority.

Miscellaneous

(i) Caterpillar Inc. has filed a notice of opposition dated January 20, 2009 before the Trademarks Registry opposing the registration of the trademark, “Caterpillar” (Application No. 1450234) in the name of RSL, advertised in the Trademarks Journal No. 1400 (R)) dated September 16, 2008. Caterpillar Inc. has submitted that the impugned mark is identical to its prior registered trademark “Caterpillar”. Caterpillar Inc. has alleged that the registration of the impugned mark in the name of RSL would be contrary to the provisions of Sections 9(1), 9(2), 11(1), 11(2) and 11(3) of the Trade Marks Act, 1999, as amended (“Trademarks Act”). The matter is currently pending.

(ii) Arvind Laboratories has filed a notice of opposition dated December 8, 2008 before the Trademarks Registry opposing the registration of the trademark “HAWK EYE” (Application No. 1450233) in the name of RSL, as advertised in the Trademarks Journal No. 1400 (R)) dated September 16, 2008. Arvind Laboratories has submitted that the impugned mark is deceptively similar and phonetically identical to the mark “EYETEX” owned by it. Arvind Laboratories has alleged that the registration of the impugned mark would be contrary to the provisions of Sections 9, 11, 18 and 29(4) of the Trade Marks Act. The matter is currently pending.

Litigation involving RFL (A) Litigation against RFL Regulatory Proceedings

(i) RFL has received a letter dated February 25, 2009, from SEBI, seeking detailed reasons and documents

in respect of the off-market trades between Ms. Sumati Sharma and RFL while trading in the scrip of Nu Tek India Limited. The reply has been duly filed along with detailed reasoning and supporting documents.

(ii) The SEBI, through its letter dated February 15, 2008, has sought an explanation from RFL in respect of

a complaint received from M/s J.K. Agri Genetics Limited, alleging violation of the Insider Trading Regulations. The letter has been duly replied to.

(iii) A letter dated November 21, 2008, has been issued by the CDSL, advising RFL to report compliance

with observations made during the course of its inspections. (iv) RFL has received a letter dated September 21, 2007, from the RBI, enclosing a complaint from Mr.

M.M. Sundaram, inter alia, alleging that Mr. Sundram had not received the copy of the documents signed by him with RFL and requesting the RBI to investigate the matter and take strict action against RFL. The necessary documents were duly provided to the RBI.

(v) RFL has received 10 complaints involving claims aggregating to Rs.0.55 million. These complaints

relate to overcharging interest, misbehavior, mis-selling of loans, etc. These complaints have been directly filed by the aggrieved, through their lawyers and through the RBI.

Civil Proceedings

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(i) Mr. Rakesh Kumar Rohilla has filed a suit (No. 1077/2008) before the Civil Judge (Senior Division) Rohtak, against RFL. Mr. Rohilla has alleged that his salary after May 9, 2008 was wrongly withheld by RFL and his servers were illegally terminated. He has sought a decree of declaration that his salary be released and mandatory injunction be passed, directing RFL to allow him to re-join services. The matter is currently pending.

(ii) Mr. Tarun Kumar has filed a suit (No. 1076/2008) before the Civil Judge (Senior Division) Rohtak, against RFL. Mr. Kumar has alleged that his salary after May 9, 2008 was wrongly withheld by RFL and his services were illegally terminated. He has sought a declaration that his salary be released and a decree of mandatory injunction directing RFL to allow him to join the services. The matter is currently pending.

(iii) Mr. V. Kanchana has filed a petition (No. 314/2008), before the Additional District Magistrate,

Coimbatore, against RFL and others. Mr. Kanchana has prayed for a decree of injunction, restraining the respondents from interfering with and disturbing the peaceful possession and enjoyment of property by him. The matter is currently pending.

(iv) Mr. T. Krishanmurthy has filed a petition (No. 280/2008), before the District Munsif Court, Ambatur,

against RFL and others. Mr. Krishnamurthy has sought a decree of injunction, restraining RFL from collecting any amount due to it from Mr. Krishnamurthy, except under the due process of law. The matter is currently pending.

(v) Mr. J. Baskar has filed a petition (No. 434/2008), before District Munsif Court, Ambatur, against RFL

and others. Mr. Baskar has sought an injunction, restraining RFL from collecting the any amount due to RFL from Baskar, except under the due process of law. The matter is currently pending.

(vi) Mr. V. Suresh has filed a petition (No. 42/2008), before the District Munsif Court, Ambatur. Mr.

Suresh has prayed that he be declared insolvent and be protected from civil arrest and harassment by his creditors. The matter is currently pending.

(vii) Satya Sai Private Infotech Limited has filed a petition (No. 748/2008), before the Assistant Civil Court,

Chennai, praying for an injunction, restraining the respondents from interfering with the peaceful possession and enjoyment by him. The matter is currently pending.

(viii) Ms. R. Jayanthi has filed two petitions before the 15, Assistant Civil Court, Chennai, against RFL and

others. In both the petitions, Ms. Jayanthi has prayed for an injunction, restraining the respondents from collecting any amount due by her to them, except under the due process of law. The matter is currently pending.

(ix) Mr. Banard Willam D. Vaz has filed a petition (I.P. No. 133/2008), before the High Court of Chennai,

praying that he be declared insolvent and be granted protection from civil imprisonment. The matter is currently pending.

(x) Mr. S. John Peter has filed a petition (No. 3827/2008), before the 14 (3rd Adhoc City Court), Chennai,

against RFL and others. Mr. John has prayed for an injunction, restraining the respondents from collecting any amount due by him to them, except under the due process of law. The matter is currently pending.

(xi) Mr. R.V.S. Narayanan has filed a petition (No. I.P 135/2008), before the High Court of Chennai,

praying that he be declared insolvent and be granted protection from civil imprisonment and harassment by the respondents. The matter is currently pending.

(xii) Mr. C.P. Petchiraj has filed a petition (No. 60/2008), before the Principal District Judge, Coimbatore,

praying that he be declared insolvent and be granted protection from civil imprisonment and harassment by the respondents. The matter is currently pending.

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(xiii) Mr. P. Parmaguru has filed a petition (No. 62/2008), before the Principal District Judge, Coimbatore, praying that he be declared insolvent. The matter is currently pending.

(xiv) Mr. Abriam M. has filed a petition (No. 7644/2008), before the City Civil Court, Chennai, praying for

an injunction, restraining the respondents from collecting any amount due by him to them, except under the due process of law. The matter is currently pending.

(xv) Mr. Sridhar K has filed a petition (No. 354/2009), before the City Civil Court, Chennai, against RFL.

Mr. Sridhar has prayed for an injunction, restraining the respondents from collecting any amount due by him to the respondents, except under the due process of law and has sought an injunction restraining the respondents from interfering and disturbing the peaceful possession and enjoyment of the property. The matter is currently pending.

(xvi) Ms. Rajalakshmi has filed a petition (No. 1240/2009), before the City Civil Court, Chennai, against

RFL. Mrs. Rajalakshmi has prayed for an injunction, restraining the respondents from collecting any amount due by him to them, except under the due process of law and has sought an injunction, restraining the respondents from interfering and disturbing the peaceful possession and enjoyment of the property. The matter is currently pending.

(xvii) Mr. P.V. Jayathilagar has filed a petition (No. 1141/2009), before the City Civil Court, Chennai,

against RFL. Mr. Jayathilagar has prayed for an injunction, restraining the respondents from collecting any amount due by him to them, except under the due process of law and has sought an injunction, restraining the respondents from interfering and disturbing in his peaceful possession and enjoyment of property. The matter is currently pending.

(xviii) Mr. Mahaveer Chand has filed an insolvency petition (No.124/08) in the High Court of Chennai

praying that he be declared insolvent. The matter is currently pending. (xix) Mr. B. Jayantha has filed an insolvency petition (No.04/09) in the High Court of Chennai praying that

he be declared insolvent. The matter is currently pending. (xx) Mr. K. Srinivasan has filed a suit (O.S. No.1148/09) against RFL in the I Assistant Civil Court at

Chennai seeking an injunction restraining RFL from collecting any amount due from Mr. Srinivasan to RFL, except by due process of law. The matter is currently pending.

(xxi) Mr. K. Mahadevan has filed a suit (O.S. No.3589/09) against RFL in the XIV Assistant Civil Court at

Chennai seeking an injunction restraining RFL from collecting any amount due from Mr. Mahadevan to RFL, except by due process of law. The matter is currently pending.

(xxii) Mr. Janarthanan has filed a suit (O.S. No.536/2009) against RFL in the Additional District Magistrate

Munsif Court at Coimbatore seeking an injunction restraining RFL from collecting any amount due from Mr. Janarthanan to RFL, except by due process of law. The matter is currently pending.

(xxiii) Mr. Natrajan K. has filed an insolvency petition (No.67/08) before the Subordinate Judge at Chennai

praying that he be declared insolvent. The matter is currently pending. (xxiv) Mr. Sanjay Vitthal Valunj and Ms. Sunitha Vitthal Valunj have filed an insolvency petition (No. 4/09)

before the Civil Judge at Pune praying that they be declared insolvent. The matter is currently pending. (xxv) Ms. Vijayalakshmi has filed a suit against RFL in the City Civil Court at Chennai seeking an

injunction restraining RFL from collecting any amount due from Ms. Vijayalakshmi to RFL, except by due process of law. The matter is currently pending.

(xxvi) Mr. R.J. Devarajulu has filed a suit (O.S. No.2794/09) against RFL in the XVII Assistant Civil Court

at Chennai seeking an injunction restraining RFL from collecting any amount due from Mr. Devarajulu to RFL, except by due process of law. The matter is currently pending. Mr. Devarajulu has also filed

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an application (I.A. No. 5151/2009 in O.S. No.2794/09) before the City Civil Judge, Chennai seeking an injunction. The matter is currently pending.

(xxvii) Mr. Amrik Singh Taheem has filed an insolvency petition (IA No. 530/08) before the Senior Civil

Judge, Karkadooma Court, Delhi praying that he be declared insolvent. The next date of hearing is November 17, 2009.

(xxviii) Mr. Jagdeep Singh Taheem has filed an insolvency petition (IA No. 520/08) before the Additional

District Judge, Karkadooma Court, Delhi praying that he be declared insolvent. The matter is currently pending.

(xxix) Mr. V. Jaishankar has filed a suit for temporary injunction (O.S. No. 168/2009 and I.A. No. 388/2009)

against RFL before the Additional District Munsif, Poonamallee, Chennai. Mr. Jaishankar has prayed for an injunction restraining RFL from collecting any amount due from Mr. Jaishankar to RFL, except by due process of law. The matter is currently pending.

(xxx) SKE Drama Clothing has filed a winding up petition (CP No. 186/2008, CA 2220/08) before the City

Civil Court, Chennai. The matter is currently pending. (xxxi) Mr. Jasbir Singh has filed an insolvency petition (No.164/09) before the Additional District Judge,

Karkadooma Court at Delhi praying that he be declared insolvent. The date for the filing of a written statement is October 12, 2009.

(xxxii) Mr. Suresh has filed a suit for injunction (O.S. No. 2914/09) before the V Assistant City Civil Court at

Chennai. Mr. Suresh has prayed for an injunction restraining RFL from collecting any amount due from Mr. Suresh to RFL, except by due process of law. The matter is currently pending.

(xxxiii) Dr. T.N. Venkata Subba Rao has filed a suit for injunction (O.S. No. 4443/2009) before the XLII Additional City Civil and Sessions Judge at Bangalore. Dr. Subba Rao has prayed for a permanent injunction restraining RFL from collecting any amounts due from Dr. Subba Rao to RFL. The matter is currently pending.

(xxxiv) Mr. Umamaheswar M. has filed a suit for injunction (O.S. No. 6056/2009) before the City Civil Judge, Chennai. Mr. Umamaheswar has prayed for an injunction restraining RFL from collecting any money due from Mr. Umamaheshwar to RFL, except by due process of law. The next date of hearing is October 15, 2009.

(xxxv) Mr. Nemichand B. Bothra has filed a suit for injunction (O.S. No. 5762/2009) before the City Civil

Court, Chennai. Mr. Bothra has prayed for an injunction restraining RFL from collecting any amount due from Mr. Bothra to RFL, except by due process of law. The matter is currently pending.

(xxxvi) Mr. Kailash Kumar Atolia has filed an insolvency petition (No. 1912/08) before the Additional Civil

Judge, Senior Division, Ghaziabad, praying that he be declared insolvent. The next date of hearing is September 29, 2009.

(xxxvii) Ms. Madhu Atolia has filed an insolvency petition (No. 1911/08) before the Additional Civil Judge,

Senior Division, Ghaziabad, praying that she be declared insolvent. The next date of hearing is September 29, 2009.

Income Tax Proceedings

RFL has filed an appeal before the Commissioner of Income Tax (Appeals) for the assessment year 2005-06, wherein disputed amount is Rs.0.09 million. RFL has also filed a rectification application to take credit of the TDS certificates amounting to Rs.0.39 million.

Labor Proceedings

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(i) Mr. Rakesh Gandhi had filed a complaint before the Labor Inspector, Circle II, Chandigarh, alleging that he was not provided adequate training before being asked to generate business. He had also alleged that he was maltreated by his supervisor and not paid his salary. The matter is currently pending.

(ii) Mr. Aseem Sharma had filed a complaint before the Labor Inspector, Circle I & III, Chandigarh,

alleging that that he was maltreated and his services to RFL were not recognized by his supervisor. Mr. Sharma has demanded that he be given his confirmation letter, resignation letter and relieving letter. The matter is currently pending.

(iii) Mr. Chandrasekhar B. has filed a complaint before the Labor Officer, Sub Division II, Bangalore. Mr.

Chandrasekhar has alleged that the management of RFL had refused him employment from January 22, 2009. The matter is currently pending.

(B) Litigation by RFL Criminal Proceedings

RFL has filed 2,250 criminal complaints under Section 138 of the Negotiable Instruments Act, 1881 for dishonor of cheques against the respective defaulters for the recovery of an amount aggregating to Rs.1,225.68 million. Arbitration Proceedings

RFL has filed 711 arbitration claims aggregating to Rs.291.57 million against clients who have defaulted. All these matters are currently pending. Litigation involving RCL (A) Litigation against RCL Penalties by Regulators

(i) The NCDEX has levied various penalties/ fines aggregating to approximately Rs.0.18 million on RCL

during the period from October 2005 until date, for various reasons, including non-submission of UCC details, exceeding open interest position limit, delivery shortage, etc.

(ii) The MCX has levied various penalties/ fines aggregating to approximately Rs.0.24 million on RCL during the period from August 2006 until date for various reasons, including non-submission of UCC details, exceeding open interest position limit, etc.

Regulatory Proceedings

(i) The NCDEX, through its letter dated January 4, 2006, advised RCL to take corrective measures for rectification of the irregularities observed during the course of an inspection and requested RCL to report compliance by January 18, 2006, which was complied with.

(ii) Further, through its letters dated July 25, 2007 and August 13, 2007, the NCDEX has sought on

explanation for certain trades executed on behalf of the clients. The letters were duly replied by RCL and no further communication has been received from NCDEX in this regard.

(iii) In addition to the above, the NCDEX through its letters dated October 25, 2007 and March 13, 2008,

had sought an explanation for certain trades executed on behalf of its clients. The letters were duly replied to by RCL and NCDEX, through its letter dated November 29, 2007 and April 24, 2008, levied certain penalties on such trades and also advised to refrain from such trades in future.

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(iv) The MCX, through its letter dated October 30, 2006, sought a clarification on the observations made by the MCX during the course of an inspection. The observations of the MCX were duly clarified and the MCX, through a letter dated August 4, 2007, has advised RCL to abstain from such practices in future and requested RCL to report compliance within 10 days, which has been duly done.

(v) The MCX by its letter dated October 31, 2008 sought explanation for certain trades executed on behalf

of the clients. The letter was duly replied to by RCL and no further communication has been received from the MCX in this regard. The MCX also advised RCL to refrain from such trades in future.

(vi) The MCX, the NCDEX and the NMCE by letters dated December 19, 2008, December 17, 2008 and

December 23, 2008, respectively, sought an explanation/ comments on the observations made by the FMC during the course of an inspection. The observations of the FMC were duly replied to and clarified. Further, the NMCE by its letter dated March 6, 2009, has advised RCL to take all due precautions for complying with the rules and regulations of NMCE while organizing business operations. Through its letter dated April 20, 2009, the MCX advised RCL to ensure that such violations do not recur. RCL has confirmed this.

(vii) The MCX, through its letter dated January 14, 2008 has sought explanation on the observations made

by the MCX during the course of inspection conducted for the period April 1, 2007 to July 31, 2008. The observations were duly replied to and clarified. Through its letter dated May 7, 2009, the MCX advised RCL to ensure that such violations do not recur. RCL has confirmed this.

Criminal Proceedings

(i) A complaint has been filed against RCL and its employees with the Police Station, Ashok Vihar, New Delhi by Mr. Beant Singh on February 6, 2009. RCL has been directed by the investigating officer to participate in the investigation. In the complaint it has been alleged that trades were carried out in Mr. Singh’s account due to which he suffered losses.

(ii) The State of Madhya Pradesh had filed a case (No. 454/2008) against Mr. Yagvendra Tomar, Branch

Manager RCL at Bhopal, under Section 135 (1) of the Madhya Pradesh State Electricity Board Act, 2003. Mr. Tomar has received a bailable warrant is this regard. Mr. Tomar had appeared before the court. The matter is currently pending.

(iii) Mr. M.P. Bhaya has filed a complaint (Crime No. 57/2009) with the Police Station, Deccan

Gymkhana, Pune, under Sections 420 and 409 of the IPC, against the Branch Manager of RCL at Kalyaninagar, the CEO of RCL and others. The complainant has alleged that the officials of RCL have misguided and cheated him and consequently caused him losses due to unauthorized trades in his account. Investigation in the matter is currently pending.

(iv) Mr. Swaraj Singh has filed a complaint against RCL with the Police Station, Sector 13, Karnal. Mr.

Singh has alleged that he was shown incorrect details of his account, due to which he suffered losses. RCL has been directed by the investigating officer to participate in the investigation. The investigation in the matter is currently pending.

Civil Proceedings

(i) RCL has filed a petition dated May 12, 2008, before the District Judge, Tis Hazari, New Delhi,

challenging the arbitral award dated February 12, 2008, passed against it by an arbitrator appointed by the NCDEX in an arbitration case (NCDEX 77/2007). The arbitrator had made an award in favor of Narendra & Co. by allowing its claim against RCL for approximately Rs.0.01 million. The matter is currently pending.

(ii) Narendra & Co. has also filed a petition (No. 351/2008), before the District Judge, Tis Hazari, New

Delhi, challenging the above award. The matter is currently pending. Arbitration Proceedings

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Mrs. Alka Tandon has filed an arbitration petition (No. 420/2007), before the High Court at Mumbai, challenging the arbitral award dated June 6, 2007, passed against her by an arbitrator appointed by the MCX in an arbitration case (A.M. No. MCX/ Legal/017A/2006). The arbitrator had made an award on June 6, 2007 in favor of RCL by allowing RCL’s claim of approximately Rs.5.55 million. The appeal is currently pending. Sales Tax Proceedings

RCL has filed an appeal against the order of the Assessing Officer in relation to penalty imposed by the Department of Commercial Tax, Uttar Pradesh, before the Commissioner (Appeal) Trade Tax. The total amount in dispute is Rs.0.95 million. Labor Proceedings

Mr. Lokendra Singh Chauhan had filed a complaint (No. 5507/2008), before the Assistant Labor Commissioner, Indore, under Section 10 of the Industrial Dispute Act, alleging that his services were dismissed without the issuance of a show cause and he was not given an opportunity to provide an explanation, against RSL. Subsequently, RSL directed Mr. Chauhan to approach RCL with respect to this matter. The matter is currently pending. Consumer Proceedings

(i) Mr. Raghvendra Shirlekar has filed a consumer complaint (No.1058/2008), against RSL and RCL before the District Consumer Disputes Redressal Forum, Parbhani, under Section 12 of the Consumer Protection Act. Mr. Shirlekar has alleged that his open positions in gold and sliver were closed out without his consent and consequently, he had suffered losses. He has claimed Rs.1.1 million towards loss suffered by him. He had also claimed Rs.0.05 million towards mental agony and harassment and Rs.0.01 million as costs. The matter is currently pending.

(ii) Ms. Jyotiben Jaitinbhai Parmar has filed a consumer complaint (No. 140/2008), before the District

Consumer Disputes Redressal Forum, Bharuch, under Section 12 of the Consumer Protection Act. Ms. Parmar has alleged that except trading done by her in gold and silver, she has not done/authorized any other trading done by RCL in her account. Ms. Parmar has claimed Rs.0.06 million towards losses suffered by her, together with interest at the rate of 8% p.a. She has further claimed Rs.0.01 million towards mental agony and harassment and Rs.0.01 million as costs. The matter is currently pending.

(iii) Mr. Daman B. Kakkatil has filed a consumer complaint (No. 207/2008), against RCL, before the

District Consumer Disputes, Redressal Forum, South Mumbai, under Section 12 of the Consumer Protection Act. Mr. Kakkatil has alleged that trades in his account were done without his consent and he had suffered losses. He has claimed Rs.0.45 million towards loss suffered by him. He had also claimed Rs.0.5 million towards mental agony and harassment and Rs.0.01 million as costs. The matter is currently pending.

(iv) Mr. Nirmal Singh has filed a consumer complaint (No. 30/2009) against RCL before the District

Consumer Disputes Redressal Forum, Kaithal. Mr. Singh has alleged that RCL is a broker for Reliance General Insurance, and that he had purchased a certain insurance policy through RCL. Mr. Singh has specified no claim against RCL. The matter is currently pending.

(v) Mr. D. Nagaraju has filed a consumer complaint (No. 111/2009) against the Managing Director of

RCL and others before the District Consumer Disputes Redressal Forum, Kurnool. Mr. Nagaraju has alleged that he had given certain cheques to RCL, which were lost by RCL, due to which he could not purchase commodities and consequently suffered losses. Mr. Nagaraju has claimed Rs. 0.18 million towards the losses suffered by him, Rs.0.2 million towards mental agony and Rs.0.005 million towards the cost of litigation. The matter is currently pending.

(vi) Mr. Gaje Singh has filed a consumer complaint (No.629/09) against the Chairman of RCL before the

District Consumer Disputes Redressal Forum, North-West Delhi. Mr. Gaje Singh has alleged that the

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payments made by him through bank drafts to RCL towards trading activities had not been deposited in his trading account, that RCL had engaged in illegal trade practices by diverting his funds for some other purpose without his knowledge and consent and that RCL was also gulity of defeciency in services and breach of trust by engaging in deceptive acts. Mr. Gaje Singh has claimed Rs.1.14 million along with interest at the rate of 24% per annum from the date of the bank drafts paid by him, Rs.0.02 million towards litigation expenses, Rs.0.2 million towards mental harrassment and torture and Rs.0.5 million towards consequential loss of business due to shifting of finance and disturbed mind. The matter is currently pending and the next date of hearing is February 8, 2010.

Investor Grievances

Since May 2005, 74 investor grievances, aggregating to approximately Rs.5.13 million, have been received by RCL, from various exchanges, advocates, persons, which are pending as of this date. These grievances include alleged unauthorized transactions on such clients’ accounts, non-delivery of shares into the clients’ accounts, wrongly debited amounts from the clients’ accounts, or non-receipt of sale proceeds into the clients’ accounts, etc. (B) Litigation by RCL Criminal Proceedings

RCL has filed 40 criminal complaints under Section 138 of the Negotiable Instruments Act for the dishonor of cheques against the defaulters for the recovery of an amount aggregating Rs.3.10 million. These complaints are currently pending. Civil Proceedings

RCL has filed four claims under the CPC for recovery of an amount aggregating to Rs.0.7 million before the District Court, Delhi. These claims are currently pending. Litigation involving RHCHPL (A) Litigation against RHCHPL Most of the litigation pending against RHCHPL is either in the name of Ranbaxy Holding Company or the companies that merged with Ranbaxy Holding Company. On September 24, 2008, pursuant to a scheme of amalgamation as approved by an order of the High Court of Delhi dated September 4, 2008, Oscar Holdings Private Limited along with Ranbaxy Holding Company, merged into RHCHPL (formerly, Solaris Finance Private Limited) and therefore, RHCHPL is a party to the litigations given below.

Writ Petition

RHCHPL has filed a writ petition (W.P. No. 3125 of 2001) before the High Court of Delhi against the Union of India, the National Pharmaceuticals Pricing Authority and the Drug Control Department, NCT of Delhi, challenging a demand notice dated February 24, 2000 for approximately Rs.32.97 million with interest, issued to the erstwhile Oscar Laboratories Private Limited, which has since been amalgamated with RHCHPL, on the ground of overcharging ‘gramogyl’ formulations. As directed by the High Court of Delhi, RHCHPL has deposited a sum of approximately Rs.12.97 million in the High Court of Delhi, against the above demand. The next date of hearing is yet to be notified. Income Tax Proceedings

There are 3 income tax matters pending before the ITAT in Chandigarh and Delhi, for the assessment years 1992-93 to 1998-99, 2005-06 and 2006-07. The aggregate disallowance was approximately Rs.165.27 million and the tax amount involved is approximately Rs.95.22 million, excluding interest. The next date of hearing of one of the above matters before the ITAT in Delhi is yet to be notified and the next date of hearing for the other

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matter before the ITAT in Delhi is October 7, 2009. The proceedings before the ITAT in Chandigarh have been completed and an order is awaited. (B) Litigation by RHCHPL

Intellectual Property

(i) RHCHPL has filed a notice of opposition before the Trademarks Registry, opposing the registration of the trademark, “RELIGEAR” (Application No. 1601240) in Class 12, in the name of Sunder Auto Industries, as advertised in the Trademarks Journal (No. 1399 (R)) dated September 1, 2008. RHCHPL has submitted that Sunder Auto Industries has merely shifted the letters “A”, “R” and “E”, which amounts to a cosmetic change in the impugned mark and the mark is phonetically identical, visually and structurally the mark is deceptively similar to the mark owned by RHCPHPL. RHCHPL has alleged that the registration of the impugned mark would be contrary to the provisions of Sections 9(1), 11(1), 11(3)(a), 11(4), 12 and 18(1) of the Trade Marks Act, 1999, as amended (“Trade Marks Act”).

(ii) RHCHPL has filed a notice of opposition before the Trademarks Registry, opposing the registration of

the trademark, “KELIGARE” (Application No. 1654571) in Class 09, in the name of Mr. Onav Singh Shekhawat, as advertised in the Trademarks Journal (No. 1402 (R)) dated October 16, 2008. RHCHPL has submitted that the adoption of the impugned mark is ab initio, mala fide, dishonest and with a view to capitalize on the reputation of Mr. Shekhawat’s mark. RHCHPL has alleged that the registration of the impugned mark would be contrary to the provisions of Sections 9(1), 11(1), 11(3)(a), 11(4), 12 and 18(1) of the Trade Marks Act.

(iii) RHCHPL has filed a notice of opposition before the Trademarks Registry, opposing the registration of

the trademark, “Fortis (nourishing and enriching your foliage)” (Application No. 1542780) in Class 01, in the name of Victus Laboratories India Private Limited, as advertised in the Trademarks Journal (No. 1400 (R)). RHCHPL has alleged that it is the exclusive owner of such trademark and the rights vested thereunder and has challenged the registration of the impugned mark by the Victus Laboratories India Private Limited as being contrary to the provisions of Sections 9(1), 11(1), 11(3)(a), 11(4), 12 and 18(1) of the Trade Marks Act.

Litigation involving SRLL Writ Petition

(i) Dr. Anil Bansal, the owner of City Med Collection Centre, Agra and a franchisee of SRLL, filed a

complaint (No. 590 of 2002), against SRLL and others before the Additional Chief Judicial Magistrate’s Court, Agra alleging that SRLL had returned certain drug samples that had been delivered by him through a courier agency, without testing the samples or assigning any reason, with the intention of maligning the image of the complainant. Mr. Bansal has also alleged that he tried sending other drug samples through the courier agency but the defendants instructed the courier agency not to collect samples from the complainant. SRLL filed a writ petition (Criminal Misc. No. 4102 of 2006) before the High Court of Uttar Pradesh, praying that this complaint be quashed. The High Court of Uttar Pradesh by an order dated April 20, 2006 has directed that the proceedings before the Additional Chief Judicial Magistrate’s Court, Agra be stayed. The next date of hearing is yet to be notified.

(ii) Mr. Rajesh Kumar Srivastava, a correspondent with a daily newspaper, filed a civil contempt petition

(No. 820 of 2002) before the High Court of Allahabad, alleging that the judgment given by the High Court of Allahabad in an earlier case titled D.K. Joshi v. State of Uttar Pradesh decided on April 25, 2000, was not being complied with. The above judgment directed the concerned state regulatory authorities to take steps to identify unqualified and unregistered medical practitioners operating in the state of Uttar Pradesh and initiate legal action such practitioners immediately. The High Court of Allahabad by an order dated January 28, 2004, directed all hospitals, nursing homes and pathology labs to provide complete details of all medical facilities and the qualifications of the staff employed by them and register themselves with the Chief Medical Officer of the relevant district. The High Court of

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Delhi had ordered the closure of two collection centers also, but on subsequent applications filed, allowed them to operate. The matter is currently pending.

Medical Negligence

There are 27 complaints pertaining to medical negligence under the Consumer Protection Act in various consumer redressal forums in India, which have been filed against SRLL by patients or their representatives. The aggregate amount claimed in these complaints is approximately Rs.25.79 million. The major complaints in this regard, i.e., the complaints wherein an amount over Rs.5 million has been claimed are as follows: (i) Mr. Aditya Mohan and his parents filed a complaint (No. 165/2002) against SRLL before the National

Consumer Disputes Redressal Commission, claiming compensation of Rs.5 million on the grounds that on the basis of certain tests conducted by SRLL, Mr. Mohan was diagnosed as suffering from Hepatitis C. It was subsequently discovered at a substantial cost to the complainants that Mr. Mohan was suffering from pulmonary tuberculosis instead. Mr. Mohan expired in 2004 but no application was moved to substitute his name on the complaint. The National Consumer Disputes Redressal Commission observed by an order dated August 16, 2004, that the complaint would not abate. The next date of hearing is yet to be notified.

(ii) Mrs. Santosh Mair filed a complaint (No. 22/2007) against SRLL before the State Consumer Disputes

Redressal Commission, Punjab, claiming compensation of Rs.9.95 million on the ground that her uterus was misplaced upon being sent for a histopathological test to SRLL. The matter was dismissed on August 10, 2009. The complainant filed an application for recalling such order. The matter is currently pending on recalling of the application on October 22, 2009.

Additionally, there are 25 other cases relating to medical negligence filed against SRLL by various parties, in various consumer redressal forums in India, where the aggregate claim in each case is less than Rs.5 million. Notices Against SRLL

Further, SRLL has received seven legal notices in relation to allegations that the reports of certain pathological tests performed at SRLL were different from reports of the same tests performed at another testing laboratory, the registration of the collection center with the Chief Medical Officer and the taking of a blood sample by the collection center illegally and carelessly. The aggregate amount claimed under the notices is Rs.3.15 million. Motor Vehicle Claim

Mr. Sanity Kirubagaram filed a claim against SRLL and the National Insurance Company Limited before the Motor Accident Claims Tribunal, Bangalore. Mr. Kirubagaram alleged that he met with an accident on June 7, 2008 with a van owned by SRLL due to the rash and negligent driving of a driver of SRLL. The tribunal passed an award dated November 13, 2008 against SRLL for an amount of Rs.110,800, along with interest at the rate of 9% p.a. and advocate’s fee of Rs. 500. SRLL has filed an appeal against the award in the High Court of Karnataka. The appeal is currently pending. Income Tax Proceedings

An appeal has been filed before the Commissioner of Income Tax (Appeals) XII, New Delhi, against an assessment order dated December 24, 2008 for the assessment year 2006-07 against the disallowances under Sections 40(a)(i) and 40(a)(ia) of the Income Tax Act, 1961 (the “IT Act”), amounting to Rs.3.37 million and Rs.168.07 million, respectively, thereby raising an income tax demand of Rs. 15.82 million. The appeal is currently pending. Litigation involving RCML Penalties by Regulators

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Since January 2009, the NSE has imposed penalties aggregating to Rs.0.02 million on RCML as charges for delay in submitting and uploading the ‘Unique Client Code’ and ‘Computer To Computer Link’ related details and for delay in submitting monthly disclosures and the BSE has imposed penalties aggregating to approximately Rs.0.03 million on RCML as charges for delay in submitting and uploading the ‘Unique Client Code’, ‘IML’ related details and monthly disclosures and for client code modification. Pursuant to a letter dated June 16, 2009, the BSE has warned RCML against altering its share capital without obtaining the necessary approvals. Litigation involving RWL Criminal Proceedings

(i) Mr. Gurmeet Singh has filed a criminal complaint before the Judicial Magistrate, Lucknow, under

Sections 138 and 142 of the Negotiable Instruments Act, read with Sections 420 and 120-B of the IPC, against Mr. Shivinder Mohan Singh, RWL and others. For details of this matter, see “—Litigation involving the Directors” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(ii) The State of Haryana has filed a complaint (No. 375/2007), under the Prevention of Food Adulteration

Act, 1954, before the Chief Judicial Magistrate, Gurgaon, against the directors of RWL and others. It is alleged that products of RWL were not labeled properly and there was misbranding by the manufacturer/importer and complete information was not present on the products as prescribed under law. The next date of hearing is January 14, 2010. A petition under Section 482 of the CrPC has been filed by RWL before the High Court of Punjab and Haryana, for quashing of the above mentioned complaint. The High Court has exempted the directors of RWL from personal presence. The matter is currently pending.

Civil Proceedings

Mr. Parminder Pal Singh has filed a suit for injunction (No. 28015/2008) before the Civil Judge, Chandigarh, against Mr. Bijender Singh Gill and others, seeking an order directing the respondents to pay for the use and occupation of the ‘COCO’ store, at Sector 35 C, Chandigarh. Mr. Singh has alleged that he was the previous owner of the ‘COCO’ store. The Civil Judge has directed RWL to deposit rent at the rate of 24% in the District Court on a monthly basis and not to part with the possession of the premises until the disposal of the matter. The matter is currently pending. Litigation involving RIBL

Criminal Proceedings

(i) Ms. Ranu Maheshwari has filed an application under Section 156(3) of the CrPC pursuant to which a first information report (FIR No. 442/09) has been registered at the Police Station Gumanpura, Kota City against Mr. Anit Sharma and Ms. Shivani Gandhi Arora under Section 406 and 420 of the IPC. Ms. Maheshwari has alleged that her services had been illegally terminated and that RSL had fraudulently and dishonestly withheld her salary. The matter is currently pending for submission of a final report by the investigating officer.

(ii) Mr. Pushpender Kumar Saini and Mrs. Pinky Saini have filed an application under Section 156(3) of

the CrPC pursuant to which a first information report (FIR No. 262/2009) has been registered at the Police Station Brahmpuri, Jaipur against RIBL and others under Sections 420, 467, 468, 120B and 193 of the IPC. The complainants have alleged that RIBL and others, in collusion with Birla Sun Life Insurance Company, had forged the signatures of the complainants and cheated them by issuing a policy contrary to what was promised to them. Investigation in the matter is currently pending.

Labour Proceedings

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1. Mr. Sawatantra Kumar has filed a complaint before the Labour Enforcement Officer, Dheradun. Mr.

Kumar has alleged that he has not been paid Rs.0.03 million towards his wages. The matter is currently pending.

Motor Vehicles Claim

Master Suraj has filed a claim (MACP No.09/2009) under Section 166 of the Motor Vehicles Act, 1988 against RIBL and others before the Motor Accidents Claims Tribunal, Achalpur for the grant of compensation for injuries sustained by him in a motor vehicle accident. Master Suraj has claimed Rs.1 million under Section 166 of the Motor Vehicles Act and Rs.0.02 million under Section 140 of the Motor Vehicles Act, along with interest at the rate of 18% per annum from the date of the accident until the date of realization. The matter is currently pending. Notices

An inspection notice dated September 9, 2009 has been issued (No. 5576/08) against the Branch Manager, RIBL by the Deputy Labour Commissioner, Aligarh. In the notice, it has been alleged that pursuant to the inspection carried out by the Labour Enforcement Officer, RIBL has violated the Section 4V and Section 2A(2) of the Uttar Pradesh Shops and Commercial Establishments Act, 1962. The Branch Manager, RIBL has been directed to appear before the Deputy Labour Commissioner, Aligarh on September 24, 2009. Litigation involving SAKCRS Mr. Piyush Gupta, has filed a consumer complaint (No. 385/2007), before the District Consumer Disputes Redressal Forum, Gurgaon, against Kathik and others. Mr. Gupta has filed a consumer complaint for deficiency in service with respect to a bluetooth headset purchased by him. Mr. Gupta claimed Rs.7,652. The matter is currently pending. Litigation involving ILPL There are 147 recovery cases filed under the Code of Civil Procedure, 1908 by ILPL against its customers for recovery of an aggregate amount of Rs. 2.77 million. Litigation involving IPPL (A) Litigation against IPPL Civil Proceedings

(i) Mr. Gian Singh and others, a group of Ramgarhians and residents of Vallah, have filed a case of Civil Judge (Junior Division), Amritsar, against IPPL for a permanent injunction, restraining IPPL from interfering with and measuring one kanal, which was allegedly purchased by IPPL in Vallah by a sale deed dated July 15, 2005, from Ramgarhia Baradari Mustaraka Sabha, Vallah. The next date of hearing is September 24, 2009.

(iv) Ms. Jeet Kaur and others have filed a case before the Civil Judge (Junior Division), Amritsar, against

IPPL and others for restraining them from changing the nature of the land, i.e. from agriculture to residential, situated at Garden Enclave Ext-II and Impact Enclave / Impact Greens, Amritsar. The next date of hearing is September 25, 2009.

(v) Mr. Gurvinder Singh and others have filed a case before the Civil Judge (Junior Division), Amritsar,

against IPPL and others for restraining them from changing the nature of the land, i.e. from agriculture to residential and to stop construction of the boundary walls around the land situated at “Impact Heights”, Amritsar. The next date of hearing is September 23, 2009.

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(vi) Mr. Sukhpal Singh and others have filed a matter before the Civil Judge (Junior Division), Amritsar, against IPPL and others, alleging that the land measuring three kanal and eight marla, situated at Sultanwing/Impact Park, Amritsar, was sold by one of the defendants to IPPL and such sale did not constitute a valid sale as the plaintiffs are the legal and rightful owners of the land since 1983. The next date of hearing is October 8, 2009.

(vii) Ms. Amrita Kaur has filed a suit before the Civil Judge (Senior Division), Amritsar against IPPL for a

declaration that she is the owner of land measuring 32 kanal and 12 marla situated at village Khankot (G Enclave – I), Amritsar. The next date of hearing is October 5, 2009.

(B) Litigation by IPPL

(i) IPPL has filed a suit before the Civil Judge (Senior Division), Amritsar, against Mr. Anoop Singh and others for the specific performance of an agreement to sell, which was entered into between Mr. Anoop Singh and IPPL for the purchase of 12 kanal and 15 marla of land at Sultanwind. The defendants allegedly refused to perform their part of the agreement, i.e., the transfer of their rights in the land to IPPL, by means of a registered sale deed. The next date of hearing is December 23, 2009.

Litigation involving MHDFC (A) Litigation against MHDFC Writ Petitions

Mr. Dev Kumar Indolia has filed a writ petition (No. 127/2009) before the High Court of Madhya Pradesh against the proceedings initiated by MHDFC under the SARFAESI Act. The matter is currently pending. Consumer Proceedings

(i) Ms. Savita Tiwari has filed a consumer complaint (No.04/2009) against MHDFC and others, before

the District Consumer Disputes Redressal Forum, Patna, Bihar. Ms. Tiwari has alleged that MHDFC had assigned her account to ICICI Bank Limited through a deed of assignment without intimating her. Ms. Tiwari has claimed Rs.0.05 million towards mental and physical harassment and Rs.0.01 million towards legal expenses. The matter is currently pending.

(ii) Mr. Mahadev Sakha Ram Kadam has filed a consumer complaint (No.53/2008) against MHDFC and

others before the District Consumer Disputes Redressal Forum, Bandra, Mumbai. Mr. Kadam has alleged that MHDFC had assigned his account to ICICI Bank Limited without intimating him. The matter is currently pending.

(iii) Ms. Munni Bai has filed a consumer complaint (No.01/2008) against MHDFC and others before the

District Consumer Disputes Redressal Forum, Raisen, Bhopal. Ms. Munni Bai has alleged deficiency in services. The matter is currently pending.

Civil Proceedings

(i) Mr. Subhash Chandra Panda has filed a civil suit (No.658/2008) against MHDFC and others before the Civil Judge, Sr. Division, Bhubaneshwar. Mr. Panda has alleged that while taking possession of his property in connection with proceedings under the SARFAESI Act, the defendants had damaged the certain household materials. Mr. Panda has claimed damages of Rs.1.5 million. The matter is currently pending.

(ii) Mr. D. Kantha has filed a suit (No.07/2008) before the Debt Recovery Tribunal, Bangalore against

MHDFC. Mr. Kantha has alleged that MHDFC had transferred his account to ICICI Bank Limited without intimating him. The matter is currently pending.

(B) Litigation by MHDFC

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Criminal Proceedings

MHDFC has filed 46 criminal complaints against its defaulters under various provisions of the IPC with the claim amount aggregating to Rs.27.08 million. These matters are currently pending. Civil Proceedings

MHDFC has filed 23 recovery suits under the CPC for claims aggregating to Rs.3.58 million. These suits are currently pending. In addition, MHDFC has initiated proceedings in 27 cases under the SARFAESI Act against its defaulters for claims aggregating to Rs.9.30 million. These matters are currently pending. Proceedings initiated against the Promoter Group Companies for economic offences Except as disclosed in this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer, there are no proceedings initiated against the Promoter Group Companies for any economic offences. VII. LITIGATION INVOLVING OUR O&M CONTRACT HOSPITALS Litigation involving Jessa Ram Hospital (i) The L&DO has issued certain show cause notices to the Jessa Ram Trust, threatening to cancel the

allotment of land, alleging non-compliance of certain conditions to the allotment of land by the L&DO. Through its order dated August 17, 2006, the L&DO terminated the lease deed relating to part of the land (balance majority land owned by DDA) on the ground that the allotted land was lying vacant for a period in excess of two years from the date of allotment, and the hospital has been taken over by the Company under a management contract. The Jessa Ram Trust has filed a suit (C.S (O.S) No. 1606 of 2006) in the High Court of Delhi for declaration and permanent injunction against the L&DO. The High Court of Delhi has granted a stay and has restrained the L&DO from giving effect to the termination order and from recovering physical possession of property from the Jessa Ram Trust through its order dated August 22, 2006. Union of India and others, have filed two applications before the High Court of Delhi (i) for rejection of the plaint, and (ii) vacation of the ex part and interim order passed by the High Court of Delhi. The next date of hearing is December 14, 2009 before the High Court of Delhi and October 14, 2009 before the Joint Registrar of the High Court of Delhi.

In the public interest filed by Social Jurist before the High Court of Delhi, against the Government of Delhi and others (C.W.P No. 2866/2002), mentioned above, the High Court of Delhi through its order dated August 21, 2006, has directed the L&DO to file a comprehensive status report, including details of all institutional lands allotted at concessionary rates for running hospitals and nursing homes, the use to which the land has been put to and action, if any, taken with respect to violation of allotment conditions. The High Court of Delhi also directed the DDA to submit details of the alleged takeover of the Jessa Ram Hospital by the Company on a management contract. For details of the Social Jurist matter, see “—Litigation Involving Our Subsidiaries” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer.

(ii) Jessa Ram Hospital, which the Company operates pursuant to an operation and management

agreement, received a letter dated April 4, 2007 from the Directorate of Health Services, Government of the NCT of Delhi (“DHS”) requesting the hospital to comply with certain guidelines issued by it pursuant to the order of the High Court of Delhi dated March 22, 2007 in the public interest litigation filed by Social Jurist and confirm the action taken to follow such guidelines. Certain additional guidelines were formulated by several government bodies pursuant to order dated March 22, 2007 that were issued to all government and private hospitals functioning under the control of the Central Government, Government of Delhi and certain regulatory bodies. The guidelines formulated by the government bodies include the hospitals having to provide, among other things, free treatment to the

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extent of 25% and 10% in the OPD and the IPD, respectively. Further, under such guidelines, any hospital charging money shall be liable for action under the law and such action would be treated as a violation of the order dated March 22, 2007, and the director/ member of the trust or society operating the hospital would be personally liable in the event of such violation. Further, the hospital is also required to maintain records of the patient, including details of identification and verification of the patient as poor by the hospital. The criteria for providing free treatment to a person would be that such person has no income or has an income below Rs.0.005 million per month. Under these guidelines, the condition to provide free treatment was effective from the date of the judgment i.e. March 22, 2007 and an inspection committee was also constituted for private hospitals. Government hospitals are required to create a special referral centre, as a part of the OPD and the casualty. Further, if any eligible patient reporting to casualty is unable to receive the appropriate care in a government hospital, such patient may be referred to a private hospital. A nodal officer shall be designated by the DHS to obtain the details of the beds available at private hospitals twice a day and transmit such information to the nodal officers at the government hospitals. Private and government hospitals are also required to furnish information regarding eligible patients in the manner stipulated under the guidelines. By a letter dated May 23, 2007, persons covered under the ‘Antyodaya Anna Yojana’ and ‘Annapurna Scheme’ were also brought under purview of the guidelines issued for private and government hospitals by letter dated April 4, 2007. By a letter dated June 8, 2007, the DHS has issued a list of the tentative referral linkages between government hospitals and private hospitals, .i.e., in the event a patient of a government hospital requires further treatment, such government hospital may refer such patient to a private hospital depending upon the specialty, beds or facilities in such private hospital. The Jessa Ram Hospital has referral linkages with the Lok Nayak Jai Prakash Hospital.

(iii) The DDA has issued a notice dated February 13, 2007 to the Jessa Ram Trust, terminating the lease

deed covering the balance 4, 840 square yards of land, on the grounds of alleged violation of the terms of allotment. The Jessa Ram Trust has filed an arbitration petition (O.M.P No. 104/07) dated February 24, 2007, seeking to restrain the DDA from dispossessing the Jessa Ram Trust from the suit property. The High Court of Delhi has also, through its order dated February 26, 2007, restrained the DDA from taking any coercive steps against the Jessa Ram Trust, pursuant to its above-mentioned letter dated February 13, 2007. The next date of hearing is November 23, 2009.

(iv) In terms of the Lease Deed executed between the DDA and the Jessa Ram Trust, all dispute or

differences arising under the Lease Deed or in connection thereof were required to be referred to the sole arbitration of the Lt. Governor or any other person appointed by him. Jessa Ram Trust had invoked arbitration by way of its arbitration notice dated April 28, 2007, no arbitrator was appointed by the DDA. Accordingly, Jessa Ram Trust has filed an application (A.A No. 120/08) before the High Court of Delhi for the appointment of a sole arbitrator and referring the dispute to arbitration. By an order dated March 28, 2008, the High Court of Delhi has issued notice to the other party in the arbitration application. The next date of hearing is September 25, 2009.

(v) In addition, the Jessa Ram Trust has received notices dated June 28, 2006 and November 16, 2006

from the DHS seeking an explanation as to why Fortis’s name was being displayed in the Jessa Ram Hospital, as the hospital has been registered with the DHS, under the name and style of “R.B. Seth Jessa Ram”. The Jessa Ram Trust has since removed references to the Fortis name from the name of the Jessa Ram Hospital. The DHS has accordingly renewed the registration of Jessa Ram Hospital under the name R.B. Seth Jessa Ram, up to March 31, 2007. An application dated January 27, 2007, has been made for renewal of the same for the year 2007-08.

(vi) Jessa Ram Trust has received two notices dated May 29, 2006 and November 29, 2006, from the

Directorate of Health Services, Delhi, enclosing a letter from the R.B. Seth Jessa Ram Hospital and Nursing Home Employees Union dated October 14, 2006, alleging that the management of Jessa Ram Trust had deliberately closed facilities established for poor and needy people, retrenched some of the hospital staff and had illegally transferred Government land to the Company. Jessa Ram Trust has filed

381

its reply to the same. There has been no further correspondence from the DHS or the R.B. Seth Jessa Ram Hospital and Nursing Home Employees Union in this regard.

Income Tax Proceedings

(i) The IT Department has filed an appeal (ITA No. 1721/Del/08) before the ITAT, New Delhi against the order of the Commissioner of Income Tax (Appeals) XXI, New Delhi, for the assessment year 2004-05 directing the Assessing Officer to continue the grant of exemption claimed by the Trust under Section 11 of the IT Act. The ITAT has dismissed the appeal and directed the IT Department to permit the exemption claimed under Section 11 of the IT Act.

(ii) An appeal has been filed by the Trust against an order dated December 28, 2007 passed by the

Assistant Director of Income Tax (Exemption), New Delhi, for the assessment year 2005-06 against disallowance of an exemption under Section 11 of the IT Act. The next date of hearing is yet to be notified.

(iii) Further, an appeal has been filed by the Trust against the order dated December 31, 2008, passed by the Deputy Director of Income Tax (E), New Delhi, for the assessment year 2006-07 against non-allowance of exemption under Section 11 of the IT Act, which is currently pending.

Litigation involving Fortis Flt. Lt. Rajan Dhall Hospital (i) Dr. (Mrs.) Sudesh Bahl Dhall and Mr. Ravinder Kumar Bahl had filed a suit (C.S. (O.S) No.563/2004)

in the High Court of Delhi, against Mr. Anil Sarin and other members of the Flt. Lt. Rajan Dhall Charitable Trust (the “Dhall Society”, and such persons, the “defendants”), seeking a permanent injunction restraining the defendants from transferring the immovable property of the Dhall Society to any third person. Neither the Dhall Society nor the Company are parties to this suit. Dr. Dhall filed a subsequent interim application (I.A. No. 3359/ 2004) seeking an interim injunction to the same effect. The High Court of Delhi, through an order dated May 27, 2004, directed that there be no sale of the immovable property of the Dhall Society pending determination of this suit. The suit was adjourned sine die on January 18, 2006. Ms. Dhall thereafter filed an interim application (I.A. No. 5439/2006) dated April 30, 2006 seeking revival of the suit (C.S (O.S) No.563/2004). Subsequently, Dr. Dhall has filed an application for contempt (I.A. No. 5440/2006) alleging that the defendants have alienated and transferred the immovable properties of the Dhall Society in favor of the Company and thereby circumvented the order dated May 27, 2004 by the High Court of Delhi. Ms. Dhall has sought appropriate orders against the defendants holding them guilty of disobedience of the above order of the High Court of Delhi. The next date of hearing is November 25, 2009.

(ii) The DDA through its notices dated August 13, 2004 and March 22, 2005, requested the Dhall Society to show cause why the allotment of the immovable property situated at Vasant Kunj, where the Fortis Flt. Lt. Rajan Dhall Hospital is located, should not be cancelled on the basis of non-compliance with lease conditions. The DDA cancelled the allotment, through its letter dated November 30, 2005. Subsequently, the Dhall Society filed a suit (C.S. (O.S.) No. 1740/2005) in the High Court of Delhi, for declaration and permanent injunction against the DDA. The High Court of Delhi issued a status quo order dated December 19, 2005 which was modified by an order dated February 22, 2006, whereby the High Court of Delhi directed that no third party rights be created on the suit premises. The DDA filed an application dated April 3, 2006 (I.A. No. 4071 of 2006) praying for an ex parte direction that the suit premises be sealed pending the disposal of the application and for initiation of contempt proceedings against Mr. Anil Sarin and another for violation of the status quo order. The DDA filed an application dated July 26, 2006 (I.A. No. 8314 of 2006) for the dismissal of the suit before the High Court of Delhi. Another application dated April 25, 2006 (I.A. No. 4626 of 2006), seeking an interim relief restraining the Dhall Society from entering into and implementing any agreements with third parties and praying for an ex parte direction that the suit premises be sealed pending the disposal of the application for the dismissal of the suit. The next date of hearing is October 28, 2009.

382

(iii) The Estate Officer has initiated eviction proceedings under the Public Premises Act against the Dhall Society, which have been challenged by the Dhall Society on the ground, inter alia, that land admeasuring two acres allotted for construction of the hospital at Mehrauli, Mahipalpur, Complex Pocket B-1, Vasant Kunj, New Delhi is not ‘public premises’. The Dhall Society has filed a copy of the status quo order of the High Court of Delhi before the Estate Officer in C.S (O.S) No. 1740 of 2005. The Dhall Society had filed an application for stay of the eviction proceeding along with an application for framing of preliminary issues. By an order dated April 1, 2008, the Estate Officer disposed off the application for stay of the proceedings and the application challenging his jurisdiction. The next date of hearing is September 29, 2009.

(iv) Dr. Dhall has filed a suit (No. 03/06) in the court of the Additional District Judge, New Delhi, Tis Hazari, against Mr. Anil Sarin and 30 other persons, alleging that Mr. Anil Sarin has assumed himself to be president of the Dhall Society, and that the Dhall Society is being commercialized and mismanaged by its members. Dr. Dhall has prayed for the following reliefs: (a) a decree for removing certain of the defendants from the trusteeship of the Dhall Society on the ground that they are indulging illegally in active collusion with other defendants; (b) a decree declaring that the other defendants are not trustees of the Dhall Society and removing them from the trusteeship; (c) issue of directions to the defendants to render all accounts in respect of the money received by them and also to hold enquiry into the activities of the Dhall Society to ascertain as to whether the money shown to have been received by the defendants is true and correct; (d) setting up a scheme for the smooth activity of the Dhall Society to fulfill its objectives; (e) restraining the defendants from acting in any manner, interfering with the activities of the trust; and (f) restraining the defendants through a permanent injunction from entering into any management transfer contract/s with the Fortis Group or any other such hospital / group for running the hospital of the trust. Dr. Dhall has filed two subsequent interim applications dated November 8, 2005, praying respectively, for the grant of an injunction restraining the defendants from entering into any transfer or management contracts with Fortis or any other party, and for the appointment of a receiver to manage the affairs of the Dhall Society pending determination of this suit. The next date of hearing is September 29, 2009.

(v) The Vasant Kunj Residents Welfare Association (“RWA”) has filed a writ petition against the Fortis

Flt. Lt. Rajan Dhall Hospital, the Municipal Corporation of Delhi (“MCD”), the DDA, the Commissioner of Police and certain others in the High Court of Delhi. The writ petition has been filed by way of a public interest litigation to address the issues of (i) uncontrolled traffic congestion near the gate of a residential colony and (ii) the functioning of a charitable hospital contrary to the norms set out in the Modified Master Plan for Delhi – 2021, affecting the public at large. The RWA has prayed for the following relief: (i) an order directing the hospital to use the sanctioned parking space inside its premises, which is currently being used by it as green area, for the purpose of parking vehicles; (ii) an order directing the hospital not to use its basement for the purpose of OPD and for clinical investigations as such space is required to be use for storage purposes as per the sanctioned plan; (iii) an order directing the MCD not to allow the DDA land along the approach road to B-1, Vasant Kunj through Gate No. 1 to be used as an approved parking; (iv) an order directing the MCD to remove parking from the DDA land along the approach road to B-1, Vasant Kunj through Gate No. 1; (v) an order directing the Commissioner of Police, Delhi to ensure that the parking near the hospital is strictly in accordance with the sanctioned plan and to curb the menace of traffic congestion near Gate No. 1 of B-1, Vasant Kunj; and (vi) any other order as the High Court of Delhi may deem fit and proper. The matter was listed on July 22, 2009. The Delhi High Court issued notice in the matter and the next date of hearing is October 7, 2009.

See “—Litigation involving the Company” above under this section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer for details of other litigation relating to the Fortis Flt Lt. Rajan Dhall Hospital.

Amounts owed to Small Scale Undertakings as on March 31, 2009 exceeding Rs.100,000 which is outstanding more than 30 days Nil

383

Amounts owed to any other creditors as on March 31, 2009 exceeding Rs.100,000 which is outstanding more than 30 days As on March 31, 2009, on an unconsolidated basis, the Company owed amounts exceeding Rs.100,000 to 131 sundry creditors, which amounts were outstanding for more than 30 days. VIII. MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET In the opinion of the Board, other than as disclosed in the sections titled “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages F-1 and 275, respectively, of this Letter of Offer, there has not arisen, since the date of the last financial statements set out herein, any circumstance that materially or adversely affects our profitability taken as a whole or the value of our consolidated assets or our ability to pay our material liabilities over the next 12 months.

384

GOVERNMENT AND OTHER APPROVALS

In view of the approvals listed below, the Company can undertake the Issue and its current business activities and except as stated in this Letter of Offer, no further material approvals are required to undertake the Issue or continue the Company’s business activities. Unless otherwise stated, these approvals are all valid as on the date of this Letter of Offer. The Company will obtain any licenses, approvals, registrations and permissions as may be required from time to time in connection with its activities. A. Approvals for the Issue

We have received or sought the following approvals relating to the Issue: 1. The Board of Directors has, pursuant to a resolution adopted at its meeting held on December 24,

2008, authorized the Issue. The terms of the Issue have been determined by the Issue Committee pursuant to resolutions dated August 10, 2009 and September 10, 2009, as amended by the Board of Directors pursuant to a resolution dated September 22, 2009.

2. In-principle approval from the BSE dated April 20, 2009. 3. In-principle approval from the NSE dated April 17, 2009. 4. Pursuant to a letter dated June 16, 2009, the FIPB has granted an approval for the issue and allotment

of the Detachable Warrants to Non Resident Equity Shareholders and other eligible Non Resident applicants, such as FIIs, NRIs and FVCIs, subject to compliance with SEBI/RBI norms.

5. The Company has also obtained the necessary contractual approvals required for the Issue. B. Approvals for our Business I. Approvals relating to the Company The Company has received the following major government and other approvals in relation to its business:

S.

No

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Permanent Account Number AAACF0907E November 15, 1996 Not applicable 2. Tax Deduction Account

Number DELF02499A June 16, 2004 Not applicable

3. Registration with the Regional Provident Fund Commissioner, under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

DL25364 November 21, 2005 Not applicable

4. Approval of the Indian Council of Medical Research for stem cell research

No. 80/11/2008/BMS/Stem Cell May 27, 2009 Not applicable

II. The Company has received the following approvals in relation to Fortis Hospital - Mohali:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Municipal approval for the connection to authorized sewage

2001/1322 April 17, 2001 Not applicable

2. Approval of the Bhabha Atomic Research Centre for the nuclear medicine

RPAD/MPSS/NM-Plan/ PJ-Gen/ 2963/01

May 2, 2001 Not applicable

385

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

laboratory* 3. Approval from the Greater

Mohali Area Development Authority, SAS Nagar for a sewerage connection

GMADA-S.No.(JS-1)/08/1060 May 31, 2001 Not applicable

4. License from the Controller of Explosives for the storage of compressed gas

S/HO/CH/03/9 (s4105) July 23, 2001 March 31, 2010

5. Registration with the Inspector of Shops and Commercial Establishments under the Punjab Shops and Establishments Act, 1958

Mohali/2825 September 14, 2001 Not applicable

6. Registration with the Regional Provident Fund Commissioner under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952*

21156 November 5, 2001 Not applicable

7. Permission of the Estate Office, Punjab Urban Planning and Development Authority, for occupancy of the hospital building

PUDA SDO(B)/2001/424-36 January 22, 2002 Not applicable

8. Consent from the Atomic Energy Regulatory Board for handling radioactive substances in nuclear medicine department

AERB/RSD/444/ 564-NM/2227/02

March 11, 2002 Not applicable

9. Registration with the Registering Officer under the Contract Labour (Regulation and Abolition) Act, 1970*

901 May 27, 2002 Not applicable

10. Approval under the Income Tax Act, 1961

Addl. CIT (Coord)/ Hospital/2002-03/1782

June 13, 2002 Not applicable

11. Consent of the Punjab Pollution Control Board, under the Air (Prevention and Control of Pollution) Act, 1981

RPN/APC/2002-16 F 320 December 19, 2002 June 6, 2016

12. Registration under the Punjab Value Added Tax Act, 2005

03181060067 April 1, 2005 Valid until cancelled

13. Municipal License for operation of the hospital

Book No. 019 April 28, 2005 Not applicable

14. Approval of the Director, Health Services and Family Welfare under the Medical Termination of Pregnancy Act, 1971

FW(4) PB 424 February 22, 2006 Not applicable

15. Registration with the Civil Surgeon under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994 for the ultrasound operations

Illegible September 28, 2006 September 27, 2011

16. Certificate from the Indian Nursing Council for the Fortis School of Nursing and renewed by the Punjab Nurses Registration Council

Certificate No. 18-26/2440-INC October 30, 2006 To be specified pursuant to inspection

17. License from the Controller of Explosives for the storage of oxygen gas

S/HO/CH/03/9 (s4105) March 23, 2007 March 31, 2010

18. License from the Controller of Explosives for the import and storage of up to 40 kilolitres (“KL”) of petroleum in the installation

P/HQ/PB/15/514(P2677) February 8, 2008 December 31, 2010

386

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

19. No objection certificate from the Assistant Fire Officer for the fire fighting system and the fire detection and alarm system

216 November 5, 2008 November 4, 2009

20. No objection certificate from the Atomic Energy Regulatory Board under the Atomic Energy Act, 1962 for the import of gallium chloride, thallous chloride and column generator

AERB/RSD/NM/PJ-36/ 2009/641

January 1, 2009 January 31, 2010

___________ * The hospital was previously operating under the name ‘Fortis Heart Institute’ and ‘Fortis Heart Institute and

Multispeciality Hospital’ and consequently the approvals/licenses received for operations were in these names. Pursuant to the letters applications dated March 6, 2006 and August 3, 2006, the concerned government authorities have been informed of the change of name to “Fortis Hospital”.

Approvals/licenses which have been applied for but not yet received:

• Application dated November 28, 2007 to the Drugs Controller and Licensing Authority for renewal of license to operate a blood bank.

• Application dated April 16, 2008 to the Punjab Pollution Control Board, Nodal Office, Mohali, for renewal of authorization under the Bio-Medical Waste (Management and Handling) Rules, 1998 and receipt of intimation dated May 16, 2008 from such Nodal Office that such application has been forwarded to the Head Office, Patiala pursuant to office letter No. 1809 dated May 6, 2008. Pursuant to a request from the Punjab Pollution Control Board, by a letter dated March 16, 2009, Fortis Hospital – Mohali has submitted the annual report under the Bio-Medical Waste (Management and Handling) Rules, 1998.

• Letter No. FHM/ENGG 001/08-09 dated November 14, 2008 to the Chief Electrical Inspector

informing that annual inspection fee for the inspection of 2x2000 KVA Transformers and 2x1250 KVA D.G. sets has been paid.

• Application dated March 10, 2009 to the Atomic Energy Regulatory Board for renewal of authorization for procuring therapeutic capsule and MIBG.

• Application dated March 24, 2009 to the State Drug Controller and Licensing Authority for

renewal of DD-6 license No. 146-Pb-2001.

• Application dated June 19, 2009 to the State Drug Controller and Licensing Authority for renewal of the licenses (19290NB and 19290B) under the Drugs and Cosmetics Rules, 1945.

• Application dated July 15, 2009 to the Civil Surgeon, SAS Nagar, Mohali for renewal of the

license under the Prevention of Food Adulteration Act, 1954. III. The Company has received the following approvals in relation to Fortis City Centre, at

Chandigarh:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Registration with the Directorate of Health Services, under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994

(67) May 17, 2005 May 17, 2010

387

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

2. Registration with the Inspector, Shops and Commercial Establishments under the Punjab Shops and Commercial Establishments Act, 1958

CH/9/2006-2007/139 May 23, 2006 March 31, 2010

IV. EHIRCL has received the following approvals in relation to its business and Escorts Hospital -

Delhi:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Permit from the Collector of Excise, Delhi for the possession of rectified spirit (subject to a one time possession limit of 15 BL and an annual limit of 30 BL)

22/239 August 12, 1988 March 31, 2010

2. Permit from the Collector of Excise, Delhi for the possession of rectified spirit (subject to a one time possession limit of 15 BL and an annual limit of 30 BL)

F21/517/88/89 August 18, 1988 March 31, 2010

3. Recognition by the Income Tax Officer, HQ-IX, of the EHIRCL provident fund trust under Schedule IV to the Income Tax Act, 1961

Order of the Commissioner of Income Tax, Delhi, No: CIT-IX/PF/289/89-90

June 2, 1989 Not applicable

4. Sanction of the Delhi Electric Supply Undertaking for additional power load

COI/BS-II-1473/575 April 24, 1991 Not applicable

5. Exemption granted by the Regional Provident Fund Commissioner under Section 17(1)(a) of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

E/DL/13644/relaxed/5371 as amended by E/DL/13644/relaxed/ 30/2

September 18, 1991 Not applicable

6. No objection certificate from the Electrical Inspector, New Delhi, under the Indian Electricity Rules, 1956 for the installation of a 630 KVA transformer

ED5(107)/92/256 January 18, 1993 Not applicable

7. No objection certificate issued by the Chief Fire Officer, DDA for occupancy in Escorts Hospital - Delhi Housing complex for fire safety

F6/DFS/MS/93/323 February 23, 1993 Not applicable

8. Occupancy certificate issued by the DDA in respect of Escorts Hospital - Delhi

F13(2)(89) February 24, 1993 Not applicable

9. Permission of the Delhi Electricity Supply Undertaking for installation and operation of a generator set at the Escorts Hospital - Delhi facility

COI/GS-2784/1349 June 7, 1993 Not applicable

10. License of the Controller of Explosives under the Petroleum Rules, 2002, to import and store up to 20 KL of petroleum

P/NC/DL/15/43(P22507) January 24, 2000 December 31, 2011

11. Permanent Account Number AAACE8731F May 30, 2000 Not applicable

388

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

12. No objection certificate from the Electrical Inspector, New Delhi, under the Indian Electricity Rules, 1956 for the installation of a 2,000 KVA transformer

ED5(140)/2000/4164 October 31, 2000 Not applicable

13. Permission of the Delhi Vidyut Board for installation of a 2,000 KVA generator set at the Escorts Hospital - Delhi facility

COI/GS-10155/JEI/777 February 20, 2001 Not applicable

14. No objection certificate from the Electrical Inspector, New Delhi, under the Indian Electricity Rules, 1956 for the installation of a 1,600 KVA transformer

ED5(140)/2000/1002 May 15, 2001 Not applicable

15. No objection certificate from the Electrical Inspector, New Delhi, under the Indian Electricity Rules, 1956 for the installation of a 1,600 KVA transformer

ED5(140)/2000/457 May 15, 2001 Not applicable

16. Licenses from the Office of the Electrical Inspector under the Delhi Lift Rules, 1942

ED.3(5848)/2001/192, ED.3(5849)/2001/192, ED.3(5850)/2001/192, ED.3(5851)/2001/192, ED.3(5852)/2001/192

February 2, 2002 Not applicable

17. Fire clearance issued by the Chief Fire Officer, Delhi Fire Service

F6/DFS/Hospital/2002/1406 September 2, 2002 Not applicable

18. Occupancy certificate issued by the DDA in respect of the additional block of the Escorts Hospital - Delhi facility

FI3(90)/83/Bldg December 12, 2002 Not applicable

19. License issued by the Department of Posts for the operation of the franking machine

L4/DL-4/147/02-03 December 18, 2002 Not applicable

20. Order of the Collector of Excise, Delhi for the possession of morphine (15 mg), pethadine (50 mg), fentanyl (2ml) and fentanyl (10 mg) injections, subject to the specified possession limits and annual quotas

F-12/( )/85-86/Ex/(P) July 2003 March 31, 2010

21. Tax Deduction Account Number

DELE02999D May 19, 2004 Not applicable

22. No objection certificate from the Airports Authority of India for construction of a building

AAI/20012/1074/2004 December 7, 2004 Not applicable

23. License of the Controller of Explosives under the Petroleum Rules, 2002, to import and store up to 20 KL of petroleum

P/NC/DL/15/43(P56248) March 1, 2005 December 31, 2010

24. License of the Assistant Drug Controller under the Drugs and Cosmetics Rules, 1945

14(3024) April 25, 2005 April 24, 2010

25. Registration with the Chief Medical Officer under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994 for ultrasound

392 April 3, 2007 March 16, 2012

389

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

26. Approval of the Atomic Energy Regulatory Board in respect of the appointment of Mr. Jeyachandran Ramaraj as radiological safety officer

AERB/RSD/441/DL44/RO/2007/11103

October 16, 2007 September 30, 2010

27. Licenses from the Assistant Drug Controller under the Drugs and Cosmetics Rules, 1945

14(3244)20, 14(3244)21, 14(3244)20B, 14(3244)21B

February 14, 2008 February 13, 2013

28. Consent of the Delhi Pollution Control Committee under the Air (Prevention and Control of Pollution) Act, 1981 and Water (Prevention and Control of Pollution) Act, 1974

DPCC/CMC/2008/10145 November 10, 2008 June 11, 2011

29. Authorization of the State Drug Controller under the Delhi Narcotic Drug Rules, 1985, to obtain and possess morphine for use by patients

F 7(12/3)/2003/NAR/DC/ 8753 January 15, 2009 Not applicable

30. No objection certificate from the Atomic Energy Regulatory Board for the import of Thallium Chloride and a column generator

AERB/RSD/NM-No objection certificate/DL44/2009

January 30, 2009 January 31, 2010

31. Approval from the Registering Officer, Delhi under the Contract Labour (Regulation and Abolition) Act, 1970 for renewal of license

License No. CLA/PE/950/87/LC February 17, 2009 December 31, 2009

32. License from the Controller of Explosives, Petroleum and Explosives Safety Organization, under the Static and Mobile Pressure Vessels (Unfired) Rules, 1981, for the storage of liquid oxygen

S/HO/DL/03/50 (S4034) March 3, 2009 March 31, 2012

33. License from the Drug Controller and Licensing Authority to operate a blood bank

1250 June 27, 2009 December 31, 2011

34. Registration with the Directorate of Health Services, Delhi under the Delhi Nursing Homes Registration Rules, 1953

125 July 3, 2009 March 31, 2010

Approvals/licenses which have been applied for but not yet received:

• Application dated May 28, 2009 to the Delhi Pollution Control Committee for renewal of authorization under the Bio-Medical Waste (Management and Handling) Rules, 1998.

V. EHSSIL has received the following approvals in relation to its business and Fortis Escorts Hospital - Amritsar:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Permanent Account Number AAACE9671L May 10, 2002 Not applicable 2. Tax Deduction Account

Number AMRE10005C May 29, 2002 Not applicable

3. Registration with the Employee Provident Fund

PB/AS/22821 July 10, 2002 Not applicable

390

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

Officer under the Employees Provident Fund and Miscellaneous Provisions Act, 1952

4. Approval of the Chief Electrical Inspector for installation of the diesel generator sets

68 January 2, 2003 Not applicable

5. Licenses from the Assistant Drug Controller under the Drugs and Cosmetics Rules, 1945

20-16930B, 21-16930NB, 21-16930B 20-15440B, 20B-15440OW, 21B-15253W

January 8, 2003 January 7, 2013

6. Registration with the Inspector of Shops and Commercial Establishments under the Punjab Shops and Commercial Establishments Act, 1958

ASRII/03/23/825 June 9, 2003 Not applicable

7. Consent of the Punjab Pollution Control Board under the Air (Prevention and Control of Pollution) Act, 1981

ASR/APC/2003/F-217 November 11, 2003 Not applicable

8. Consent of the Punjab Pollution Control Board under the Water (Prevention and Control of Pollution) Act, 1974

ASR/APC/2003/F-218 November 11, 2003 Not applicable

9. Approval of the Chief Electrical Inspector under the Indian Electricity Rules, 1956, for the installation of two 1,000 KVA transformers

11385 December 9, 2003 Not applicable

10. Registration with the Registering Officer under the Contract Labour (Regulation and Abolition) Act, 1970

16 January 12, 2004 Not applicable

11. License from the Controller of Explosives under the Indian Explosives Act, 1884, to store liquid oxygen in pressure vessels

S/HO/CH/03/10 April 28, 2005 March 31, 2011

12. Registrations with the Directorate of Health Services, under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994

PNDT/ASR/173 October 20, 2006 September 28, 2011

13. License from the Deputy Chief Controller of Explosives under the Petroleum Act, 1934 in connection with existing petroleum Class B installation

P/NC/PB/15/269(P50754) January 23, 2009 December 31, 2011

14. License from the Deputy Chief Controller of Explosives under the Petroleum Act, 1934 to import and store petroleum in an installation

P/NC/PB/15/269(P50754) (Renewal No. 2)

January 23, 2009 December 31, 2011

391

Approvals/licenses which have been applied for but not yet received:

• Letter dated October 20, 2008 to the Atomic Energy Regulatory Board seeking approval for the nomination of Dr. Suruchi Chopra as radiation safety officer.

• Application dated January 7, 2009 to the State Drugs Controlling and Licensing Authority for renewal of license to operate a blood bank.

• Application dated March 16, 2009 to the State Drug Controller for renewal of DD-6 Narcotic Drug License.

• Application dated April 29, 2009 to the Chief Commissioner of Income Tax, Delhi for approval for tax exemption of medical benefits from perquisite value in respect of medical treatment of certain prescribed diseases or ailments under Section 17(2)(ii)(b) of the Income Tax Act, 1961.

• Application dated May 5, 2009 to the State Drug Controller, Punjab for a permit for the

purchase/transport of morphine.

• Application dated May 28, 2009 to the State Drug Controller, Punjab for a permit for the purchase/transport of fentanyl.

VI. EHRCL has received the following approvals in relation to its business and Fortis Escorts

Hospital - Faridabad:

S.

No. Description

Reference/License Number

Date of Issue

Date of Expiry

1. Registration with Regional Provident Fund Commissioner under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

HR 9940 March 1, 1985 Not applicable

2. Registration with the Regional Provident Fund Commissioner under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

HR/3319/10533 March 14, 1991 Not applicable

3. Clearance certificate and permission of the Chief Administrator, Faridabad, to occupy the building

FCA/STP/91/1616 December 17, 1991 Not applicable

4. Permanent Account Number AAACE2711M December 16, 1997 Not applicable 5. Registration of the Importer-

Exporter Code 0598062441 February 11, 1999 Not applicable

6. Approval under Section 17(2) of the Income Tax Act, 1961

CIT(Coord)/125/29/Escorts/ CCDelhi/92-98/2144

June 9, 1999 Not applicable

7. Approval of the building plan under the Haryana Municipal Corporation Act, 1999

64 March 9, 2000 Not applicable

8. Registration with the Assessing Authority, Faridabad (West), under the Haryana Local Cancelled Area Development Act, 2000

FBW/DT/3ho/06531321240 August 25, 2000 Not applicable

9. Registration with the Directorate of Family Welfare under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994 for tests to be conducted by Dr. Neerja Ajmani and Dr.

FBD/PNDT/2001/3 August 9, 2001 August 8, 2011

392

S.

No. Description

Reference/License Number

Date of Issue

Date of Expiry

Abha Jyoti 10. Registration with the

Appropriate Authority cum Civil Surgeon, Faridabad, to operate a genetic clinic for performing ultrasound procedures

PNDT/FBD/413 August 17, 2001 Not applicable

11. Approval of the Chief Civil Surgeon, Faridabad, under the Medical Termination of Pregnancy Act, 1971 permitting medical terminations of pregnancies to be carried out by the following doctors: Dr. Amita Kant, Dr. Nisha Kapoor and Dr. Indu Taneja

471 January 29, 2002 Not applicable

12. Occupation certificate issued by the Municipal Corporation for the plot situated at Neelam Bata Road, NIT Faridabad

MCF/CTP/2003/35 January 8, 2003 Not applicable

13. Clearance certificate and permission of the Commissioner, Municipal Corporation, Faridabad, to occupy building

MCF/CTP/2003/35 January 8, 2003 Not applicable

14. Recognition under the Central Government Health Services, Delhi for general/ specialized purpose and diagnostic purpose except cardiac surgery

F.No. Rec- 24/2001-2002/JD(M)/CGHS/DELHI-CGHS(P)

January 10, 2003 Not applicable

15. Registration under the Haryana Value Added Tax, Act, 2003

TIN 06531321240 April 1, 2003 Not applicable

16. Registration as a dealer under the Central Sales Tax Act, 1956

06531321240 May 16, 2003 Valid until cancelled

17. Permission of the State Drugs Controller to manufacture additional items and carry out Apheresis: • Concentrated human red

blood corpuscles • Fresh frozen plasma • Platelets concentrate • Platelet pheresis • Plasma pheresis

None January 22, 2004 Not applicable

18. Approval of the State Drugs Controller of endorsement of blood components preparation

63/131- 4 drugs-1-2004/595 January 22, 2004 Not applicable

19. Tax Deduction Account Number

DELE01703 July 15, 2005 Not applicable

20. Compliance certificate from the Chief Electrical Inspector under the Indian Electricity Rules, 1956

Memo No. 4059 December 22, 2005 Not applicable

21. Clearance for Inspection Report from the Electrical Inspectorate for installation of HAV generator

Not applicable December 22, 2005 Not applicable

22. Registration with the Civil Surgeon, Faridabad, for operation of ultrasound equipment

FBD/PNDT/2001/3 August 8, 2006 August 8, 2011

23. Registration with the Civil PNDT/FBD/2006/691 December 23, 2006 August 8, 2011

393

S.

No. Description

Reference/License Number

Date of Issue

Date of Expiry

Surgeon, Faridabad, permitting ultrasonography to be carried out by Dr. Rohit Randhawa

24. License from the Controller of Explosives under the Indian Explosives Act, 1884, to store compressed liquid oxygen in pressure vessels

S/HO/HN/03/120(s5117) March 28, 2007 March 31, 2010

25. Consents under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981

HSPCB 1221 and HSCPB 1223 respectively

April 4, 2007 March 31, 2012

26. License from the State Drugs Controller for the wholesale and retail sale of drugs

958-OB 958-B

April 17, 2008 September 25, 2012

27. Registration with the Inspector of Shops and Commercial Establishments under the Punjab Shops and Commercial Establishments Act, 1958

4805 November 4, 2008 March 31, 2011

28. License from the State Drugs Controller for the sale, stocking, exhibition, offer for sale and distribution of drugs

1049-OB 1049-B

December 24, 2008 July 10, 2013

29. Permit from the Additional Excise and Taxation Commissioner for the purchase and possession of 1,200 BL of denatured spirit

L-42A No. 29/2009-10/Faridabad

June 8, 2009 March 31, 2010

Approvals/licenses which have been applied for but not yet received:

• Application dated April 14, 2008 to the State Drug Controller for renewal of the license to

operate a blood bank and application dated June 11, 2009 to the Haryana State Blood Transfusion Council for a no-objection certificate in connection with the renewal of the license to operate a blood bank.

• Application dated July 11, 2008 to the Licensing Authority (Wholesale) cum State Drugs Controller for renewal of license of wholesale/ retail sale drugs license under the Drugs and Cosmetics Act, 1940.

• Application dated January 2, 2009 to the Electrical Inspectorate for annual inspection of HT installation, medium pressure installations and Genset.

• Application dated April 2, 2009 to the Additional Labour Commissioner, Gurgaon for renewal of the registration (No.353/666/466/FBD-494/I-172/NI-150) under the Contract Labour (Regulation and Abolition) Act, 1970.

VII. IHL has received the following approvals in relation to its business and Fortis Hospital - Noida:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Occupancy certificate issued by the New Okhla Industrial Development Authority

NOIDA/SVP No. 8/6/96 January 2, 1996 Not applicable

2. Supply of 1650 KW at 11KV single point supply from the

548/14(P)EVP/98/3/KB/95 April 24, 1998 Not applicable

394

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

Electricity Board 3. Permanent Account Number AAACI9792A December 4, 2002 Not applicable 4. Registration under the Uttar

Pradesh Trade Tax Act, 1948 and registration under the Central Sales Tax (Registration and Turnover) Rules, 1957

TIN 09966200828 March 19, 2003 and February 6, 2003

Not applicable

5. Registration with the Trade Tax Officer under the Central Sales Tax (Registration and Sales Amount) Act, 1957

ND 5310222 February 6, 2003 Not applicable

6. Building Layout approval from the New Okhla Industrial Development Authority

NOIDA/UP/BP/BPR/217 February 24, 2003 Not applicable

7. Registration under the Central Sales Tax (Registration and Sales Amount) Act, 1957 for Tax Identification Number

TIN March 6, 2003 Not applicable

8. Registration with the Trade Tax Officer under Uttar Pradesh Trade Tax Act, 1948

ND 0311963 March 19, 2003 Not applicable

9. Electricity load sanction from the Electrical City Distribution Zone

YNYN/N/S-5/KAM September 9, 2003 Not applicable

10. Water and sewage connection from the New Okhla Industrial Development Authority

Noida/Water Regn./ 219 December 12, 2003 Not applicable

11. Tax Deduction Account Number

MRTI00120B February 23, 2004 Not applicable

12. Connection Order for water supply from the New Okhla Industrial Development Authority Water Revenue Office

No. Noida/Water Rev./219 March 12, 2004 Not applicable

13. Consent for electrical installation for 2000 KVA substation from the Electricity Safety Department, Government of Uttar Pradesh

9/M/I/HT-Drawing 2004-2005 April 2, 2004 Not applicable

14. Consent for electrical installations for 2000 KVA substation and 800 KVA substation from the Electricity Safety Department, Government of Uttar Pradesh

505 D.E.S. (Ghaziabad Region) H.T./Rule-63

June 2, 2004 Not applicable

15. Registration with the Regional Provident Fund Commissioner under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

UP/34102 August 3, 2004 Not applicable

16. No objection certificate from the Fire Station

A-151/FS/70/04 September 4, 2004 Not applicable

17. Approval of the Electricity Safety Department, Government of Uttar Pradesh, for the use of 2014.84 KW electricity

1438/VSN/Ghaziabad Region/mediumlowvoltage/ NI

September 6, 2004 Not applicable

18. Lift License from the Electricity Safety Department, Government of Uttar Pradesh

1498/VSN/Ghaziabad Region/Lift/N

September 16, 2004 Not applicable

19. Registration with the Deputy Director, Employees’ State Insurance Corporation under

21-34897-90 December 9, 2004 Not applicable

395

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

Employees’ State Insurance Act, 1948

20. Approval from the Chief Medical Officer under the Medical Termination of Pregnancy Act, 1971

05 December 14, 2004 Not applicable

21. Approval for opening the GM School for Fortis Nursing and Education Society under Nursing Council Rules and Regulations

5629/2004 December 23, 2004 Not applicable

22. Change in details in PAN AAACI9792A December 2004 Not applicable 23. License from the State Drugs

Controller to operate a blood bank under the Drugs and Cosmetics Act, 1940

UP/B&BP/2005/01 January 27, 2005 January 26, 2010

24. Registration with the Registering Officer, Gautam Buddhnagar under the Contract Labour (Regulation and Abolition) Act, 1970

443/05 April 18, 2005 Not applicable

25. Registration with the Atomic Energy Regulatory Board for X-ray installation

201301.UP.001(A) June 3, 2005 December 31, 2012

26. Registration with the Atomic Energy Regulatory Board for the operation of an X-ray installation

201301.UP.001(B) June 3, 2005 December 31, 2012

27. Narcotic license from the Collector, Gautam Budh Nagar district for purchase, possession and sale of manufactured drugs other than prepared opium by licensed chemists

N.D.L.C/05-2005-06 June 13, 2005 March 25, 2010

28. Building Plan Approval from the New Okhla Industrial Development Authority

BC/BP/V-255/339 October 6, 2005 Not applicable

29. Registration for transplantation of kidneys under the Transplantation of Human Organs Rules, 1995

ME/SC/Thoa/902 April 28, 2006 April 27, 2011

30. License issued by the Controller of Explosives under the Petroleum Rules, 2002, for the import and storage of 30 KL of petroleum

P/CC/UP/15/1577(P 114878) February 13, 2007 December 31, 2009

31. License issued by the Chief Controller of Explosives under the Explosives Act, 1948, to store compressed gas in pressure vessels

S/HO/UP/03/272 (S 22130) February 13, 2007 December 31, 2009

32. Registration with the Assistant Commissioner of Customs and Central Excise under the Finance Act, 1994

Service Tax Code (Registration Number) AAAC19792AST001

August 17, 2007 Not applicable

33. Registration with the Atomic Energy Regulatory Board for Cath Lab installation

201301.UP.001(T) November 13, 2007 December 31, 2012

34. Approval under Section 17(2)(vi) of the Income Tax Act, 1961 from the Chief Commissioner of Income Tax

Addl.CIT (Coord)/Hospitals/2008-09/775

April 17, 2008 March 27, 2011

35. Consent for the electrical installation by the Electricity Safety Department, Government of Uttar Pradesh

585/VCN/Regulation 46 May 16, 2008 Not applicable

396

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

under the Electricity Regulations, 1956

36. Environmental Clearance for construction from the State Level Environmental Impact Assessment Authority

760/105/SEAC/08

May 21, 2008 Not applicable

37. Consent from the Chief Fire Officer

CFO/No objection certificate/T/08

September 24, 2008 Not applicable

38. Approval for Consent to establish from the State Pollution Department

2872/No objection certificate-62/08-09

October 17, 2008 Not applicable

39. Layout approval from the Atomic Energy Regulatory Board for Nuclear Medicine Laboratory

AERB/RSD/NM-Pin/DL111/2008/1745

November 8, 2008 Not applicable

40. Layout approval from the Atomic Energy Regulatory Board for accelerator, brachytherapy and simulator facility

AERB/RSD/RT/UP-503/2008/11484

December 1, 2008 Not applicable

41. Consent of the Uttar Pradesh Pollution Control Board under the Water (Prevention and Control of Pollution) Act, 1974

4-12/42/09/Consent/Water Order December 12, 2008 December 31, 2009

42. Building plan approval from the New Okhla Industrial Development Authority

NOIDA/BC/BP-V-255/08/44 December 17, 2008 December 16, 2010

43. Radio License from Wireless Planning and Communication Wing Regional Licensing Officer

No. USR-154/H3 December 19, 2008 December 31, 2009

44. Consent of the Uttar Pradesh Pollution Control Board under the Air (Prevention and Control of Pollution) Act, 1981

3587/C/I-55/08 December 23, 2008 December 31, 2009

45. Consent of the Uttar Pradesh Pollution Control Board under the Water (Prevention and Control of Pollution) Act, 1974

3588/C/I-55/078 December 23, 2008 December 31, 2009

46. Approval from the Fire Fighting Authority, Meerut

Hospital/Electrical Safety/2008 December 24, 2008 Not applicable

47. Consent of the Uttar Pradesh Pollution Control Board under the Bio-Medical Waste (Management & Handling Rules), 1998

3660/BMW/I-3108 December 27, 2008 December 31, 2009

48. Approval from the Atomic Energy Regulatory Board for appointment of Shri Harish V. as radiological safety officer

AERB/RSD/NM/DL111/2008/624

December 29, 2008 December 31, 2011

49. Approval from the Atomic Energy Regulation Board for the receipt of PET/CT

AERB/NM/DL111/NM-Auth/2009

February 2, 2009 March 31, 2010

50. Authorization from the Atomic Energy Regulatory Board for procurement of radioactive materials

AERB/RSD/NM/DL111/NM-Auth/2009

February 27, 2009 March 31, 2010

51. Fire chemical extinguisher checking certificate

104 March 20, 2009 March 19, 2010

52. License from the License Issuing Officer under the Uttar Pradesh Prevention of Food Adulteration Rules, 1976

GBN 242 April 1, 2009 March 31, 2010

53. Registration with the Chief 98 April 1, 2009 March 31, 2014

397

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

Medical Officer under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994

54. Hospital Registration Certificate from the Chief Medical Officer, Noida

551/09-10/GBN June 18, 2009 March 31, 2010

Approvals/licenses which have been applied for but not yet received:

• Application dated February 28, 2008 to the Assessing Officer, Noida for the renewal of registration under the Uttar Pradesh Value Added Tax Ordinance, 2007, in respect of a pharmacy shop.

• Application dated June 22, 2009 to the Drug Licensing Authority for renewal of registration

(42/20/GBN/2004 and 42/21/GBN/2004) under the Drugs and Cosmetics Rules, 1945. VIII. EHSSHL has received the following approvals in relation to its business and Fortis Escorts

Hospital - Jaipur:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Possession certificate of land situated at Jawaharlal Nehru Marg, Malviya Nagar, Jaipur

2/2466/zoneA/1/96/716 December 15, 1999 Not applicable

2. Building plan approval from the Jaipur Development Authority

Illegible December 23, 1999 Not applicable

3. Building plan approval from the Jaipur Development Authority

611 September 28, 2002 Not applicable

4. Permanent Account Number AABCE6721G April 24, 2003 Not applicable 5. Approval of the Bhabha

Atomic Research Centre in respect of the nuclear medicine RJ-49/2410/03 laboratory plan

RP7AD/MPSS/NM-PL/ May 28, 2003 Not applicable

6. No objection certificate from the Airports Authority of India for construction of the building

AAI/20012/1074/2004 December 7, 2004 Not applicable

7. Approval of the Controller of Explosives, pending license, for the proposed petroleum installation

P/NC/RJ/15/926(P21954) April 6, 2005 December 31, 2010

8. License from the Controller of Explosives under the Petroleum Act, 1934, to import and store 40 KL petroleum installation

P/NC/RJ/15/974(P21954) April 6, 2005 December 31, 2010

9. License from the Chief Controller of Explosives under the Indian Explosives Act, 1884, to store compressed liquid oxygen in pressure vessels

S/HO/RJ/03/114(s 21603) May 2, 2005 March 31, 2011

10. Tax Deduction Account Number

JPRE01561A April 13, 2006 Not applicable

11. Certificate from the Jaipur Municipal Corporation in connection with sewage connection

FS31/WSM/1694 December 30, 2006 Not applicable

398

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

12. Registration under the Contract Labor (Regulation and Abolition) Act, 1970

C.L.ACT/ALC/R.No. 09/2007 March 19, 2007 Not applicable

13. Registration with the Regional Provident Fund Commissioner under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

RJ/16290/Comp.I/Task No 04/ File No. 950/9189

March 23, 2007 Not applicable

14. Registration with the Chief Medical and Health Office under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994

DPWB/JP/SP/PCPNDT Act/2005/289

May 30, 2007 May 30, 2012

15. Layout approval from the Atomic Energy Registration Board for operation of X-ray installation

AERB/RSD/X-ray/RJ/2007/5862

May 30, 2007 Not applicable

16. Layout approval from the Atomic Energy Regulatory Board for the operation of X-ray installation

AERB/RSD/X-ray/RJ/2007/6831

June 20, 2007 Not applicable

17. Layout approval from the Atomic Energy Regulatory Board for the operation of mammography unit

AERB/RSD/X-ray/RJ/2007/7075

June 26, 2007 Not applicable

18. Registration under the Employees’ State Insurance Act, 1948

15/22504/90 MED/6645/47 July 6, 2007 Not applicable

19. Registration under the Rajasthan Shops and Commercial Establishments Act, 1958

SH 374/R9C/P44/2007 July 13, 2007 Not applicable

20. Occupancy Certificate from Jaipur Development Authority

JDA/SS/BPC/2006/D-1051 July 28, 2007 Not applicable

21. Layout approval from the Atomic Energy Regulatory Board for operation of Cath Lab

AERB/RSD/X-ray/RJ/2007/8845

August 20, 2007 Not applicable

22. Approval of the Chief Medical and Health Officer, Jaipur, under the Medical Termination of Pregnancy Act, 1971 permitting medical terminations of pregnancies

None August 23, 2007 Not applicable

23. License under the Narcotic Drugs and Psychotropic Substances Act, 1985 for opium and opium derivatives

No. 39 August 25, 2007 March 31, 2010

24. Layout approval from the Atomic Energy Regulatory Board for the operation of CT Scan Unit

AERB/RSD/X-ray/RJ/2007/11455

November 5, 2007 Not applicable

25. License under the Rajasthan Excise Rules for possession and use of 300 BL of rectified spirit

None January 3, 2008 March 31, 2016

26. Consent from the Drug Licensing Authority under the Drugs and Cosmetics Act, 1940 for retail sale of drugs

JPR/2008/14481, JPR/2008/14482

January 11, 2008 January 10, 2013

27. Importer Exporter Code for a Merchant Exporter from the Director General of Foreign Trade

IEC 0508061415 March 12, 2008 Not applicable

28. Consent of the Rajasthan F. 16/544/RPCB/BMW/Jaipur March 26, 2008 December 31,

399

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

Pollution Control Board under the Air (Prevention and Control of Pollution) Act, 1981 and Water (Prevention and Control of Pollution) Act, 1974

(S)/5352 2010

29. Authorization from the Rajasthan Pollution Control Board under the Bio-Medical Waste (Management and Handling) Rules, 1998

BMW/2007-08/127 March 26, 2008 December 31, 2010

30. Authorization from the Director General of Police for medico-legal work and cases

No.F.17 (12)MH/2/05 May 16, 2008 Not applicable

31. License from the State Drugs Controller to operate a blood bank under the Drugs and Cosmetics Act, 1940

Raj. No. 2372 May 21, 2008 May 20, 2013

32. Approval under 17(2)(ii)(b) of the Income Tax Act, 1961 for change of the name of the hospital

F. No Addl. CIT/(Hqrs)(Coord.)/Hospital/2008-09/6198

July 5, 2008 Not applicable

33. Approval under the Electricity Rules, 1956 for installation of a 2,000 KVA transformer

EI/JPR/F.P./08-09/815 July 14, 2008 Not applicable

34. Approval under the Electricity Rules, 1956 for installation of a 1,010 KVA, 415 Volt DG Set and a 1,000 KVA alternator

EI/JPR/F.P./08-09/817 July 14, 2008 Not applicable

35. Certificate of Tax Exemption for Patient under Section 17 (2) (ii) (b) of Income Tax Act, 1961

Addl.CIT/Coord/Hospital/ 2008-09/ 6198

September 1, 2008 Not applicable

36. Consent from the Drug Licensing Authority under the Drugs and Cosmetics Act, 1940 for retail sale of drugs

JPR/2008/15827, JPR/2008/15828

October 17, 2008 October 16, 2013

37. Approval from the Fire Fighting Station, Jaipur Municipal Corporation

F.9/AF/JNN/08/1573 February 12, 2009 February 11, 2010

38. Provisional permission/recognition from the Rajasthan State Blood Transfusion Council to organize blood donation camps

AIDS/RSBTC (46)/2008/2167 April 28, 2009 November 2, 2009

IX. FHTL has received the following approvals in relation to the hospital under development at

Shalimar Bagh, New Delhi:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Approval from the Chief Fire Officer, Delhi approving the building plan

F6/DFS/MS/BP/Hospital/ 2006/3638

December 18, 2006 Not applicable

2. Architecture clearance from the Delhi Urban Art Commission

23(37)/2006-DCAC February 5, 2007 Not applicable

3. Approval from the Airports Authority of India for height clearance

AAI/No objection certificate/2007/36/240-42

March 16, 2007 Not applicable

4. Environmental clearance for the construction of a multi

No: 21-366/2006-1A-III April 20, 2007 Not applicable

400

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

super specialty hospital from the Ministry of Environment and Forests

5. Building plan approval from the Municipal Corporation of Delhi

3303/B/HQ/2005 July 12, 2007 July 11, 2012

Approvals/licenses which have been applied for but not yet received:

• Application dated December 20, 2005 to the Delhi Pollution Control Committee for consent to establish a multi super specialty hospital.

X. FHTL has received the following approvals in relation to the hospital under development at Gurgaon, Haryana:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Approval from Airports Authority of India for height clearance

AAI/No objection certificate/2006/329/237-39

March 16, 2007 The approval requires the building to be completed by March 15, 2010

2. Sanction for building plan from the Haryana Urban Development Authority

SDE(S) 3022 July 5, 2007 Not applicable

3. Environmental clearance for construction of a multi super specialty hospital from the Ministry of Environment and Forests

No.21-653/2006-IA.III July 11, 2007 Not applicable

4. Consent to establish from the Haryana State Pollution Control Board

HSPCB/2008/TAC-A/996 March 11, 2008 Valid up to 2 years from the date of issue of consent, extendable to the earlier of another one year and the commencement of trial production

5. Approval for Fire Fighting Scheme from the Municipal Corporation, Gurgaon

No. FS/MCG/2008/134 November 25, 2008 Not applicable

XI. LHPL has received the following approvals in relation to its business and Fortis Hospital

Seshadripuram in Bangalore:

S.

No. Description

Reference/License Number

Date of Issue

Date of Expiry

1. Tax Identification Number (TIN)

29550386594 July 7, 2005 Not applicable

2. License from the Drugs Controller under the Drugs and Cosmetics Rules, 1945

KA/BNG/I/20/1463 February 15, 2007 February 14, 2012

3. Approval from the Electricity Electorate to operate a 320 KVA generator set

No. EI/EAST/2838-41/06-07 February 19, 2007 Not applicable

4. Layout approval from the Electricity Electorate to operate a 320 KVA generator set

No. EI/EAST/2833/06-07 February 19, 2007 Not applicable

401

S.

No. Description

Reference/License Number

Date of Issue

Date of Expiry

5. Lift license from the Electricity Inspection Department under the Karnataka Lift Rules, 1976

9341/1/06-07 March 26, 2007 Not applicable

6. Employees Provident Fund Registration with the Regional Provident Fund Commissioner

KN 42232 April 24, 2007 Not applicable

7. Registration with the Profession Tax Officer

P2P 6860/A June 16, 2007 Not applicable

8. Registration with the Profession Tax Officer

P2P 6861/A June 16, 2007 Not applicable

9. Consent from the Karnataka State Pollution Control Board under the Air (Prevention and Control of Pollution) Act, 1981

No. 1680/2007-08/3051 July 1, 2007 June 30, 2010

10. Consent from the Karnataka State Pollution Control Board under the Water (Prevention and Control of Pollution) Act, 1974

No. 1680/2007-08/3050 July 1, 2007 June 30, 2010

11. Certificate of Registration from the Commissioner of Commercial Taxes

L01L0717 December 4, 2007 Not applicable

12. Authority for bio-medical waste from the Karnataka State Pollution Control Board

No. 6102/2007-08/8077 January 1, 2008 December 31, 2010

13. Approval of the MTP Committee under the Medical Termination of Pregnancy Act, 1971

168/2008-09 July 17, 2008 Not applicable

14. Registration with the Appropriate Authority, Bangalore Urban District, under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994 for an ultrasound scanning clinic

925 July 18, 2008 July 17, 2013

15. Trade License from the Bruhat Bangalore Mahanagara Palike – Health Department

110/2 April 1, 2009 March 31, 2010

16. License from the Deputy Commissioner for possession and sale of manufactured drugs under the Narcotic Drugs and Psychotropic Substances (Karnataka Rules), 1985

No. EXE/ND-V/MLR/05/2009-10

July 27, 2009 June 30, 2010

Approvals/licenses which have been applied for but not yet received:

• Application dated April 28, 2009 to the Directorate of Health and Family Welfare Services, Government of Karnataka, for the registration of Fortis Hospital Seshadripuram for carrying out renal transplantations.

XII. HHPL has received the following approvals in relation to its business and Hiranandani Hospital at Vashi in Mumbai:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. License from Inspector of Regn no: V/OB/9001 September 13, 2001 Not applicable

402

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

Lifts under the Bombay Lifts Rules, 1958

License No: 38004

2. License from Inspector of Lifts under the Bombay Lifts Rules, 1958

Regn No: V/OB/8997 License No: 38000

September 13, 2001 Not applicable

3. Permanent Account Number AABCH5894D July 15, 2005 Not applicable 4. Tax Deduction Account

Number TAN MUMH09265E September 9, 2005 Not applicable

5. Registration under the Employees’ Provident Fund Act, 1952

MH/VASHI/117050 January 11, 2007 Not applicable

6. Importer Exporter Code from the Foreign Trade Development Officer, Ministry of Commerce

IEC 0306009307 May 9, 2006 Not applicable

7. Registration under Maharashtra Valued Added Tax Act, 2002

27860544615 V June 12, 2006 Not applicable

8. Registration under Maharashtra Value Added Tax Act, 2002 for sales tax

27860544615 C June 12, 2006 Not applicable

9. Certificate of Enrollment with the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975

No. PT/E/1/21/18/16648 June 21, 2006 Not applicable

10. Certificate of Registration under the Contract Labor Registration Act, 1970

RC 01061/15 July 27, 2006 Not applicable

11. Registration Certificate under the Cess Rules from the Jt. Commissioner, Navi Mumbai Municipal Corporation (“NMMC”)

NMMC/CEG/03/02974 December 15, 2006 Not applicable

12. Layout approval and permission for operation of 2 x 630 KV transformers from Electrical Inspector, Industrial & Labor Department, Thane

EIT-1/ /119/200 D-2/645

January 12, 2007 Not applicable

13. Certificate of Registration with the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975

No. PT/R/1/1/21/34201 January 12, 2007 Not applicable

14. Permission for installation of 2 x 725 KVA diesel generator set from the Electrical Inspector, Industrial & Labor Department

EIT-1/ /776/200 D-2/766

March 12, 2007 Not applicable

15. No objection certificate from the Maharashtra Pollution Control Board for the installation of 2 x 725 KVA capacity diesel generator set

BO/WPAE/TB/DG-No objection certificate/B-1499

March 20, 2007 Not applicable

16. License from Inspector of Lifts under the Bombay Lifts Rules, 1958

Regn No: V/OB/15115 License No: 68934

March 21, 2007 Not applicable

17. Registration of generator set with the Electrical Inspector, Thane

EIT-1/ED/1792/2006.07 May 28, 2007 Not applicable

18. Registration with Maharashtra Labor Welfare Board

Establishment Code No. THA-27003

July 23, 2007 Not applicable

19. Layout approval from the Atomic Energy Regulatory Board for the operation of CT scan room

AERB/RSD/X-ray/MH/2007/8874

August 20, 2007 Not applicable

20. No objection certificate from NO/FIRE.H.O. February 18, 2008 December 31,

403

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

fire brigade for L.P. Gas Manifold

/VASHI/631/2008 2009

21. Layout approval from the Atomic Energy Registration Board for the operation of a Cath Lab installation

AERB/RSD/X-ray/MH/2008/2722

February 29, 2008 Not applicable

22. No objection certificate from the NMMC Fire Department

NO/FIRE/HO/VASHI/1350/2008

May 9, 2008 December 31, 2009

23. Layout approval from the Atomic Energy Registration Board for the operation of an X-ray installation

AERB/RSD/X-ray/MH/2008/4561

May 13, 2008 Not applicable

24. Registration under the Bombay Shops and Establishments Act, 1948

CE 17250 May 28, 2007 December 16, 2009

25. Food License under the Food Adulteration Act, 1954

S/NM/R/226/com-1049/2008 June 11, 2008 December 31, 2012

26. Issue of registration from the Atomic Energy Regulatory Board for Operation of C-Arm installation

400703.MH.001(D) July 4, 2008 December 31, 2013

27. Issue of registration from the Atomic Energy Regulatory Board for Operation of Cath Lab installation

400703.MH.001 (C) July 4, 2008 December 31, 2013

28. Issue of registration from the Atomic Energy Regulatory Board for operation of CT Scan installation

400703.MH.001(B) July 4, 2008 December 31, 2013

29. License under the Narcotic Drugs and Psychotropic Substances Act, 1985 for morphine, fentanyl and pethidine

NDPS-2/TNZ-4/11 August 8, 2008 December 31, 2009

30. Licenses from the Food and Drug Administration under the Drugs and Cosmetics Rules, 1945

20B/TNZ-4/1221, 20C/TNZ-4/1363, 20C/TNZ-4/1362, 20/TNZ-4/1363, 20/TNZ-4/1362, 21B/TNZ-4/1219, 21/TNZ-4/1363, 21/TNZ-4/1362

August 11, 2008 August 7, 2013

31. Authorization of the Maharashtra Pollution Control Board under the Bio-Medical Waste (Management and Handling) Rules, 1998

MPCB/RO(HQ)/BMW-Navi- Mumbai- 28/2008

September 20, 2008 March 31, 2011

32. Issue of registration from the Atomic Energy Regulatory Board for Operation of X-ray installation

400703.MH.001(A) November 27, 2008 December 31, 2013

33. Certificate of Registration under the Bombay Nursing Homes Registration (Amendment) Act, 2005

163 December 30, 2008 March 31, 2010

34. Registration with the Medical Officer of Health, NMMC under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994

NMMC/PNDT/129 December 30, 2008 December 29, 2013

35. Approval for medical termination of pregnancies under the Medical Termination of Pregnancy Act, 1971 from the Civil Surgeon, Thane

No. 196 January 13, 2009 Not applicable

36. Permission to carry out Tebectomy/Vasectomy/IUD insertion from the Civil

No. CHT.HDWS/494 January 13, 2009 Not applicable

404

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

Surgeon, Thane 37. License for a canteen from

NMMC No. 793/09 January 15, 2009 December 31,

2009 38. No objection certificate from

the NMMC for the Medical Termination of Pregnancy Registration

NMMC/Health/230/2009 January 16, 2009 Not applicable

39. Occupancy certificate from the Assistant Director of Town Planning, NMMC

NMMC/TPO/BP/File No.17167/352/2009

January 28, 2009 Not applicable

40. No objection certificate from the NMMC for starting a Blood Storage Centre

NMMC/Health/1407/2009 March 19, 2009 Not applicable

41. License from the Collector under the Bombay Denatured Spirit Rules, 1959 for the purchase, transport, possession and use of denatured spirit

D.S. IV No.48 April 1, 2009 March 31, 2019

42. Order of the Medical Officer of Health, NMMC, granting permission to carry out tubectomy/vasectomy/IUD-insertion

NMMC/MOH/2507/2009 April 1, 2009 March 31, 2010

43. License from the NMMC for liquid oxygen tank and gas cylinder

NMMC/SL/P/L/22/08 May 7, 2009 March 31, 2010

44. License under the Narcotic Drugs and Psychotropic Substances Act, 1985, for the possession of morphine, fentanyl, pethedine and sufentanyl citrate

NDPS-2/TNZ-4/13 May 18, 2009 May 14, 2014

45. Drug Licenses from the Food and Drug Administration under the Drugs and Cosmetics Rules, 1945

20C/TNZ/-4/1438; 20/TNZ/-4/1438; 21/TNZ/-4/1438

May 18, 2009 May 14, 2014

46. License from the Food and Drug Administration to operate a blood storage centre

TNZ-4/B.S.Centre/2-09 May 20, 2009 May 19, 2014

Approvals/licenses which have been applied for but not yet received:

• Applications dated February 16, 2009 and March 4, 2009 to the Commissioner of Income Tax

for Approval for tax exemption of medical benefits from perquisite value in respect of medical treatment of certain prescribed diseases or ailments under Sec 17(2)(ii)(b) of the Income Tax Act, 1961.

XIII. MHL has received the following approvals in relation to its business and Fortis Malar Hospital in Chennai:

S.

No. Description

Reference/License Number

Date of Issue

Date of Expiry

1. Registration Certificate from the Director of Medical and Rural Health Services under the Human Organ Transplantation Act, 1994

80903/E.7/4/95 September 1, 2001 August 31, 2011

2. Kidney Transplant Registration under the Transplantation of Human Organs Act, 1994 – Government of Tamil Nadu

80903/E/ 7.4.95 September 1, 2006 August 31, 2011

405

S.

No. Description

Reference/License Number

Date of Issue

Date of Expiry

3. Registration with the Chief

Medical Officer under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994 for ultrasound and amniocentesis

PNA/1420/2001 December 25, 2006 December 24, 2011

4. Registration with the Atomic Energy Regulatory Board under the Atomic Energy Act, 1962 for an X-ray installation

600020.TN.001C July 4, 2008 December 31, 2013

5. Registration with the Atomic Energy Regulatory Board under the Atomic Energy Act, 1962 for an X-ray installation

600020.TN.001B July 4, 2008 December 31, 2013

6. Registration with the Atomic Energy Regulatory Board under the Atomic Energy Act, 1962 for an X-ray installation

600020.TN.001A July 4, 2008 December 31, 2013

7. Taxpayer’s Identification Number (TIN) from Assistant Commissioner, Commercial Taxes Department

TIN No. 33070863644 December 1, 2008 Not applicable

8. Registration as a Dealer under the Central Sales Tax Act, 1956 from the Assistant Commissioner, Commercial Taxes Department

CST No. 980492 December 1, 2008 Not applicable

9. Layout Approval for Cath Lab from the Atomic Energy Regulatory Board

AERB/RSD/xray /TN 2008/ -11753

December 11, 2008 Not applicable

10. Certificate of approval to blood storage centre for storage of whole human blood and/or its components from the Director of Drugs Control, Chennai under the Drugs and Cosmetics Act, 1940

11872/D2/4/08 December 17, 2008 September 3, 2010

11. Licenses from the Assistant Directors of Drugs Control under the Drugs and Cosmetics Rules, 1945

2365 MIII 20, 2369 MIII 21, 4488 MIII 20B, 4373 MIII 21B

December 18, 2008 December 17, 2013

12. Approval for operation of Cath Lab from the Atomic Energy Regulatory Board

600020.TN.001F January 15, 2009 December 31, 2014

13. License from the Collector of Chennai under the Narcotic Drugs and Psychotropic Substances Act, 1985 and the Tamil Nadu Narcotic Drugs Rules, 1985 for the manufacture, possession and sale of fentanyl, pethadine and morphine

NDRC License No. 170/92-93 May 29, 2009 March 31, 2010

Approvals/licenses which have been applied for but not yet received:

• Application dated February 23, 2009 to the Commissioner of Income Tax for renewal of the license to work a lift under the Tamil Nadu Lift Rules, 1997.

• Application dated June 17, 2009 to the Inspector of Lifts for renewal of the license

(5517/2007-2008) to work a lift under the Tamil Nadu Lift Rules, 1997.

406

• Application dated July 13, 2009 to the Inspector of Lifts for renewal of the license to work a lift under the Tamil Nadu Lift Rules, 1997.

XIV. SMPL has obtained the following approvals in relation to its business and Fortis La Femme, New

Delhi

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Certificate Registration from the Chief District Medical Officer under the Medical Termination of Pregnancy Act, 1971

Regn. No. DL/SD/MTP/102/2005

November 23, 2005 Not applicable

2. Certificate of Registration under the Contract Labour Registration Act, 1970

CLA/PE/33/2007/DLC (S) November 29, 2007 Not applicable

3. Registration with the Atomic Energy Regulatory Board under the Atomic Energy Act, 1962 for an X-ray installation

110048.DL.001(A) July 14, 2008 December 31, 2013

4. Certificate of registration with the Central Excise Department from the Deputy Commissioner of Service Tax, Delhi under the Finance Act, 1994

Service Tax Code (Registration No.) AAACS0521PST001

November 12, 2008 Not applicable

5. Test Certificate issued from Shriram Institute for Industrial Research for noise level monitoring required by Delhi Pollution Control Committee

SMPL/JO/2008-09/096 March 12, 2009 Not applicable

6. No objection from the Inspector of Lifts, Government of NCT of Delhi under the Delhi Lift Rules, 1942

ED. 3(6485)/03/7312 May 11, 2009 March 15, 2010

Approvals/licenses which have been applied for but not yet received:

• Application dated January 24, 2009 to the Directorate of Health Services for renewal of the registration certificate under the Delhi Nursing Home Registration Act, 1953.

• Application dated March 30, 2009 for renewal of the certificate of registration from the Chief

District Medical Officer under the Prenatal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994.

• Application dated May 6, 2009 to the Delhi Pollution Control Committee for renewal of the

authorization for a nursing home under the Bio-Medical Waste (Management and Handling) Rules, 1998.

• Application dated July 28, 2009 to the Ispector of Lifts, Government of the NCT of Delhi, for

renewal of the lift licenses (ED 3(7042)2004 and ED 3(7043)2004) under the Delhi Lift Rules, 1942.

XV. MSCL has obtained the following approvals in relation to its business and Fortis Clinique Darné

in Mauritius:

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

1. Yearly license for center of cardiology in a medical clinic

01-1064980 July 1, 2008 December 31, 2009

407

S.

No.

Description

Reference/License Number

Date of Issue

Date of Expiry

from the Municipal Council of Curepipe

2. Yearly license for victualler from the Municipal Council of Curepipe

01-1064983 July 1, 2008 December 31, 2009

3. Yearly license for a seller of newspapers, magazines or lotteries in a kiosk from the Municipal Council of Curepipe

01-1064981 July 1, 2008 December 31, 2009

4. Yearly license for a canteen employing less than 10 persons from the Municipal Council of Curepipe

01-1064982 July 1, 2008 December 31, 2009

5. Yearly license for medical laboratory and X-ray and scan center from the Municipal Council of Curepipe

01-1064984 July 1, 2008 December 31, 2009

6. Yearly license for medical clinic from the Municipal Council of Curepipe

01-1064985 July 1, 2008 December 31, 2009

408

STATUTORY AND OTHER INFORMATION Authority for the Issue The Issue is being made pursuant to a resolution passed under Section 81(1) of the Companies Act by the Board at its meeting held on December 24, 2008. The terms of the Issue have been determined by the Issue Committee pursuant to resolutions dated August 10, 2009 and September 10, 2009, as amended by the Board of Directors pursuant to a resolution dated September 22, 2009.The Issue Committee has in its meeting held on August 10, 2009, determined the Issue Price as Rs.110 per Equity Share and the Rights Entitlement as two Equity Share(s) with Detachable Warrant(s) for every five fully paid-up Equity Share(s) held on the Record Date. In addition to the Rights Entitlement, for every Equity Share allotted in the Issue, one Detachable Warrant will be issued and allotted. Pursuant to a letter filed with the FIPB on March 20, 2009, the Company had requested the FIPB to confirm that the issue and allotment of the Equity Shares with Detachable Warrants to resident and Non Resident Equity Shareholders and other eligible applicants in the Issue is under the automatic route and does not require the prior approval of the FIPB, and in the alternative, if the FIPB believes that an approval is required for the issue and allotment of the Detachable Warrants to Non Resident investors, to grant such approval. By a letter dated May 1, 2009, the FIPB sought certain clarifications in relation to the Company’s letter dated March 20, 2009, which was replied to by the Company by a letter dated May 6, 2009. The FIPB by its letter dated June 16, 2009 has granted its approval for the issue and allotment of the series A warrants and the series B warrants together with the Equity Shares issued on rights basis inter alia to Non Resident Equity Shareholders and other eligible Non Resident applicants. The Non Resident Equity Shareholders and other eligible Non Resident applicants should note that such approval of the FIPB is subject to compliance with SEBI and RBI norms. The Company will notify the FIPB that for every one Equity Share allotted in the Issue, only one Detachable Warrant will be issued and allotted, and separate series A warrants and series B warrants will not be issued. Prohibition by SEBI Neither (i) the Company, the Subsidiaries, the Promoters, the Promoter Group entities, group companies (which are the companies, firms, ventures, etc. promoted by the promoters), the Directors, persons in control of the Company and and natural persons in control of the promoter (if the promoter is a body corporate) nor (ii) the companies with which any of the Promoters, Directors or persons in control of the Company are or were associated as a promoter, director or person in control are debarred or prohibited from accessing the capital market, under any order or direction passed by SEBI or any other authority. However, certain Promoter Group companies have been restrained from trading in certain securities. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. Certain Directors are associated with the securities market and SEBI has initiated action against such entities of the Directors. For further details, see the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer. Further, except as disclosed in the section titled “Outstanding Litigation and Material Developments” beginning on page 312 of this Letter of Offer, none of the Company, the Subsidiaries, the Promoters, the Promoter Group entities, group companies (which are the companies, firms, ventures, etc. promoted by the promoters) and the relatives (as defined under the Companies Act) of the Promoters have been declared willful defaulters by the RBI or any other authority and no violations of securities laws have been committed by them in the past and no proceedings in relation to such violations are currently pending against them.

Eligibility for the Issue The Company is an existing company registered under the Companies Act, whose Equity Shares are listed on the BSE and the NSE. It is eligible to make the Issue under the SEBI Regulations.

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