Fortis Healthcare Limited has provided an update on the ongoing material litigation involving its promoter shareholder Northern TK Venture Pte Ltd (NTK) against Daiichi Sankyo Company Limited before the Tokyo District Court in Japan. The healthcare company disclosed this development under Regulation 30 of SEBI Listing Regulations on February 19, 2026.

Latest Court Filing Development

On February 12, 2026, NTK submitted a petition to the Tokyo District Court to further amend its claim against Daiichi Sankyo. The court delivered the copy of this Petition to Amend Claims to Daiichi Sankyo on February 17, 2026. This filing represents the latest development in the ongoing legal proceedings that have been tracked through multiple announcements since November 2023.

Financial Claims and Relief Sought

NTK continues to seek substantial financial compensation and other reliefs from Daiichi Sankyo under applicable substantive laws:

The tortious claim amount is equivalent to RM5,708,268,325.95 and JPY199,785,395,700.48, while the defamation claim of JPY5,000,000 equals RM142,860.00 and INR2,735,419.14, based on exchange rates as of December 31, 2024.

Amended Injunctive Relief

The primary change in the amended petition relates to the injunctive claim against Daiichi Sankyo. Following the completion of open offers on November 10, 2025, NTK has modified its request for injunctive relief. The amended petition seeks to prevent Daiichi Sankyo from:

• Obstructing the acquisition of shares in Fortis and Malar by NTK
• Interfering with any other investment and corporate exercises related to Fortis and Malar
• Making defamatory statements to SEBI and other third parties, including the public

Background Transaction Details

The litigation stems from a complex transaction involving IHH Healthcare's subsidiary NTK and Fortis Healthcare. The original transaction included:

Additional Relief Sought

Beyond financial compensation and injunctive relief, NTK also seeks:

• Publication of a statement on Daiichi Sankyo's website to vindicate NTK's reputation
• Issuance of a statement to SEBI for reputation vindication purposes

NTK has reserved its rights to further amend the amount of damages in the current petition, indicating potential future modifications to the financial claims.

Corporate Disclosure

Fortis Healthcare's disclosure was made through its Company Secretary & Compliance Officer Satyendra Chauhan, referencing multiple previous announcements dating back to November 2023. The company has committed to informing stakeholders of any material developments in this litigation matter. IHH Healthcare, as the parent company of NTK, simultaneously announced this development to the Bursa Malaysia and Singapore Stock Exchanges, ensuring comprehensive market disclosure across relevant jurisdictions.

Fortis Healthcare Limited has issued a comprehensive postal ballot notice to shareholders seeking approval for its new Employee Stock Option Scheme 2026, marking a significant step in the company's talent retention and incentivization strategy.

Postal Ballot Notice Details

The company sent the postal ballot notice on February 16, 2026, to all shareholders in compliance with Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The notice seeks shareholder approval through special resolutions for three interconnected proposals related to the ESOP 2026 implementation.

Employee Stock Option Scheme 2026 Framework

The proposed ESOP 2026 represents a comprehensive employee incentivization program designed to attract and retain high-quality talent while aligning employee interests with shareholder value creation. The scheme covers eligible employees across the company, its subsidiaries, and associate companies.

Key Scheme Features

Three Special Resolutions for Approval

The postal ballot seeks approval for three distinct but related special resolutions:

Resolution 1: Approval of the Fortis Healthcare Limited Employee Stock Option Scheme 2026 for the company's direct employees and directors (excluding promoters, promoter group members, independent directors, and those holding more than 10% equity).

Resolution 2: Authorization to grant stock options to eligible employees of subsidiary companies under the same scheme framework.

Resolution 3: Authorization to grant stock options to eligible employees of associate companies under the ESOP 2026.

Eligibility and Implementation Structure

The scheme encompasses employees working exclusively with the company, subsidiaries, or associates, whether in India or internationally. The eligibility framework specifically excludes promoters, promoter group members, independent directors, and directors holding more than 10% of outstanding equity shares.

The Nomination and Remuneration Committee, designated as the Compensation Committee, will administer the scheme in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The committee approved the ESOP 2026 on February 11, 2026, followed by Board approval on February 13, 2026.

Voting Process and Timeline

Shareholders can participate through remote e-voting facilitated by KFin Technologies Limited or traditional postal ballot forms. The company emphasizes that shareholders can use only one voting mode, with e-voting taking precedence if both methods are used.

The voting process accommodates both demat and physical shareholding modes, with detailed instructions provided for accessing various depository platforms including NSDL and CDSL systems.

Strategic Rationale

According to the explanatory statement, the company demonstrated commendable financial performance with robust revenue growth and improved profitability metrics. The ESOP 2026 aims to maintain competitiveness in the talent market while driving high-performance culture through equity participation aligned with long-term business objectives.

The scheme builds upon the company's previous employee stock option plans from 2007 and 2011, reflecting continued commitment to employee ownership and retention strategies.

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