Fortis Malar Hospitals Limited has issued a comprehensive postal ballot notice to shareholders on February 25, 2026, seeking approval for critical board appointments and re-appointments under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The company has outlined three key resolutions requiring shareholder consent through the postal ballot process.

Key Proposals for Shareholder Approval

The postal ballot encompasses three significant director-related resolutions that will shape the company's leadership structure:

Director Appointment Details

Mr. Bidesh Chandra Paul (DIN: 08596135) was initially appointed as an Additional Director effective January 18, 2026. The company now seeks formal approval for his appointment as Director and subsequently as Whole-Time Director for a three-year term beginning February 6, 2026. Notably, he will receive no remuneration from the company but will be entitled to reimbursement of legitimate business expenses as per HR policy.

Mr. Paul brings over 15 years of healthcare and operations experience, holding dual degrees from IIT Kharagpur and a Post Graduate Programme from IIM Bangalore. Since joining Fortis in August 2019, he has delivered significant strategic outcomes, including 31% revenue growth over four years at Fortis Heart Institute, Okhla.

Ms. Shailaja Chandra (DIN: 03320688) seeks re-appointment as Independent Director for a second five-year term from March 10, 2026 to March 9, 2031. Having served her first term since March 10, 2021, she brings over 20 years of health sector experience as a former Secretary in the Ministry of Health & Family Welfare and Delhi's Chief Secretary. At 82 years of age, her appointment requires special resolution approval under SEBI LODR regulations.

Voting Process and Timeline

The company has established a comprehensive voting framework with specific deadlines and procedures:

Regulatory Compliance and E-voting Facility

The postal ballot process adheres to Section 110 of the Companies Act, 2013, and SEBI LODR Regulations. The company has partnered with KFin Technologies Limited for e-voting facilitation, ensuring shareholders can cast votes electronically. The notice emphasizes that shareholders must choose only one voting mode - either postal ballot form or e-voting - with e-voting taking precedence if both methods are used.

In compliance with Regulation 30 of SEBI LODR, the company formally notified BSE Limited on February 25, 2026, about the postal ballot notice dispatch. The notice was signed by Company Secretary Vinti Verma (ICSI Membership No. A44528), confirming adherence to corporate governance requirements.

Remuneration and Compensation Structure

The proposed appointments reflect distinct compensation approaches:

The appointments address specific organizational needs, with Mr. Paul's appointment following the resignation of Mr. Chandrasekar Ramasamy as Whole-Time Director effective January 18, 2026. Ms. Chandra's re-appointment continues her valuable contribution based on performance evaluation conducted throughout her current tenure, focusing on attendance, participation quality, and governance implementation.

Fortis Malar Hospitals Limited announced its unaudited financial results for the quarter ended December 31, 2025, along with key board appointments during a meeting held on February 6, 2026. The company reported improved financial performance despite operating without active business operations following the earlier sale of its hospital business.

Financial Performance Highlights

The company's standalone financial results showed positive growth across key metrics for the third quarter of FY26:

For the nine months ended December 31, 2025, the company reported exceptional performance with a standalone net profit of ₹423.24 crores compared to ₹4.83 crores in the corresponding period of the previous year. The significant improvement was primarily driven by other income of ₹564.55 crores, which included a provision reversal of ₹408.20 lakhs related to minimum wage rates following a government notification.

Board Leadership Changes

The Board of Directors approved two significant appointments subject to shareholder approval:

Leadership Profiles

Bidesh Chandra Paul brings over 15 years of healthcare and operations experience to his new role. He holds dual degrees from IIT Kharagpur and a Post Graduate Programme from IIM Bangalore. Since joining Fortis in August 2019, he has driven significant strategic outcomes, including delivering 31% revenue growth over four years at Fortis Heart Institute, Okhla and transforming the previously loss-making CDC into an EBITDA-neutral hospital.

Shailaja Chandra contributes over 20 years of health sector experience, having served as Secretary in the Ministry of Health & Family Welfare, Government of India, and as Delhi's Chief Secretary. Her 38-year civil service career included postings with the Ministries of Defence, Power and Health, along with various post-retirement executive assignments.

Current Business Status

The company continues to operate without active business operations following the sale of its hospital business through a slump sale transaction to MGM Healthcare Private Limited during the year ended March 31, 2024. The management is currently evaluating various corporate restructuring options for future strategic directions.

Financial Position and Outlook

Despite the absence of operational business, Fortis Malar Hospitals maintains a strong financial position with cash and cash equivalents of approximately ₹3,251.64 lakhs. The company believes this liquidity is sufficient to meet ongoing obligations, including potential settlements related to medico-legal cases, VAT appeals, GST appeals, and income tax appeals currently being contested.

The auditors B S R & Co. LLP issued unmodified limited review reports for both standalone and consolidated financial results, confirming the preparation on a going concern basis. The paid-up equity share capital remains unchanged at ₹1,875.70 crores with a face value of ₹10 per share.