Your Directors have pleasure in presenting the 33rd Annual Report containing the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026.

The financial performance of your company is stated hereunder:

Fischer Medical Ventures Limited ("FMVL") is engaged in the business of manufacturing, marketing and servicing advanced medical imaging systems and providing technology-enabled preventive healthcare solutions. The Company manufactures Magnetic Resonance Imaging (MRI) systems at its state-of-the-art facility located at the Andhra Pradesh MedTech Zone (AMTZ), Visakhapatnam.

The Company also offers AI-enabled diagnostic platforms, digital health applications and point-of-care screening technologies across multiple healthcare specialties, including oncology, ophthalmology, cardiology, women's health, oral health, neurology and mental health, with a focus on early disease detection and improved patient outcomes.

During the year under review, the Company commenced development of its Advanced Intraoperative Imaging (IMRI) platform under the DRIS-iMRI Medharanya Program, integrating MRI technology with Artificial Intelligence (AI), Augmented Reality (AR), Machine Learning (ML) and advanced visualization to support real-time neurosurgical imaging.

The Company also strengthened its digital radiography portfolio and introduced VEGA, a dedicated MRI screening system designed for rapid brain stroke diagnosis through fast, high-quality neuroimaging.

The Company continues to expand its product portfolio through research and development, technological innovation and strategic collaborations, with the objective of making quality healthcare more accessible, affordable and sustainable in India and international markets.

The global MRI industry in 2026 continues to exhibit steady growth, driven by increasing demand for advanced diagnostic imaging, rising prevalence of chronic diseases, and expanding healthcare infrastructure. Technological advancements such as AI-enabled image reconstruction, workflow automation, and helium-free MRI systems are transforming the industry by enhancing efficiency and reducing operating costs. Emerging markets, including India, are witnessing significant investments in diagnostic imaging and preventive healthcare, creating substantial growth opportunities. Despite challenges relating to high capital costs and helium supply constraints, the industry outlook remains positive, supported by growing healthcare expenditure and increasing emphasis on early disease detection and precision diagnostics.

In 2026, preventive healthcare continues to be one of the key priorities for healthcare systems worldwide. Advancements in AI, wearable technologies, genomics, telemedicine, and point-of-care diagnostics are enabling early identification of health risks and facilitating timely medical intervention. The integration of digital technologies with preventive care is expected to enhance accessibility, affordability, and operational efficiency, thereby creating substantial opportunities for companies engaged in innovative healthcare technologies and preventive health solutions.

During the Financial Year under review your, Company has recorded a Total Revenue of Rs. 1,739.18 Lakhs (Previous Year Rs.521.97 Lakhs). The Loss before Finance Cost, tax and Depreciation is Rs. (517.49 Lakhs). Loss before Tax is (Rs.1,050.58 Lakhs). After Tax, the Loss is Rs. (1,042.29 Lakhs).

For the Financial year ended 31.03.2026, your Company has Consolidated financials with its material Wholly owned subsidiaries - Time Medical International Ventures (India) Private Limited and FlynnCare Health Innovations Private Limited and other Subsidiaries in India and Abroad.

Your Company's consolidated total revenue for the Financial Year under review stood at Rs. 30,857.56 Lakhs as against Rs. 11,069.87 lakhs in the previous financial year. Profit before Tax is Rs.4,658.83 Lakhs. After Tax, the Profit for the year is Rs. 3,107.38 Lakhs.

The Company has two Wholly-Owned Indian Subsidiaries, namely Time Medical International Ventures (India) Private Limited and Flynncare Health Innovations Private Limited. Both of these entities are unlisted and qualify as Material Subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the consolidated financial statements of Company for 31st March 2026, FMV Global Innovations Pte Ltd, Singapore, has become a Material Subsidiary of the Company.

In addition to the above, the Company has two Indian subsidiaries in which the Company holds 51%

Wonder tech Medical Solutions Private Limited and Nanyang Biologics (India) Private Limited

Further, the Company has the following overseas subsidiaries

Fischer Hospitality Sdn. Bhd, Malaysia (Subsidiary Company)
FMV Global Innovations Pte Ltd, Singapore (Wholly Owned Subsidiary)
FMV International Ventures Pte Ltd, Singapore (Wholly Owned Subsidiary)

A Statement containing Salient Features of the Financial Statements of the Subsidiary Companies in Form - AOC - 1 is annexed hereto as ANNEXURE - I.

TMIV, A wholly owned material Subsidiary of the Company, recorded a Consolidated revenue of INR 5,500.50 Lakhs in 2025-26 against INR 8,273.58 Lakhs, in the previous year. Profit before tax was INR 996.69 Lakhs (Previous year: INR 5.97 Lakhs).

FlynnCare, A wholly owned material Subsidiary of the Company recorded a consolidated revenue of INR 8,629.26 Lakhs in 2025-26, (Previous year: INR 2,742.46 Lakhs) Profit/(Loss) before tax was INR 2,126.64 Lakhs. (Previous year: INR 171.72 Lakhs)

FMV Global Innovations Pte Ltd, Singapore, A wholly owned material subsidiary of the Company recorded a revenue 22,808,941in2025-26.Profit/(Loss)beforetaxwas22,808,941in2025-26.Profit/(Loss)beforetaxwas 5,108,115

The Company has not commenced commercial business in the FY 2025-26 and hence there were no significant transactions in the year.

The Company has not commenced commercial business in the FY 2025-26 and hence there were no significant transactions in the year.

FMV International Ventures Pte Ltd, Singapore, A wholly owned subsidiary of the Company recorded a revenue 116,034in2025-26.Profit/(Loss)beforetaxwas116,034in2025-26.Profit/(Loss)beforetaxwas (611,607).

Fischer Hospitality Sdn Bhd, Malaysia, A subsidiary of the Company has not recorded any revenue during the financial 2025-26. Profit/(Loss) before tax was RM (4,141)

Taking into consideration the financial position of the Company and its long-term growth objectives, the Board declared a dividend of 5% of the face value per equity share for the financial year 2025-26.

Dividend of 0.5% on the face value of the Equity share was declared in the previous financial year.

The current year's dividend reflects the Company's cautious yet positive outlook, while also acknowledging shareholder support.

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31st March 2026.

The Paid up Equity Share Capital of the Company as on 31st March 2026 was Rs. 6,545,15470 Lakhs consisting of Rs. 6,545,15470 Lakhs Equity shares of Face value Re.1/- each fully paid up.

During the financial year 2025-26, your Company has allotted 10,50,000 Shares of the Face Value Rs.10/ as conversion of warrants issued in the FY 2023-24 on preferential basis.

Subsequently, the Board which met on 28th July 2025 has approved the split of shares from One share of face value Rs. 10 to Ten equity shares of face value Re. 1 each with effect from September 12, 2025

Further, the Company allotted 60,00,000 equity shares of Face Value Re.1/- each upon conversion of warrants allotted on FY 2024-25 on a preferential basis.

The total consolidated Reserves and Surplus stood at Rs. 31,893.38 Lakhs as on 31/03/2026 as against Rs. 27,370.46 Lakhs as on 31/03/2025.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations.

Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future. There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

As per Section 186 of the Companies Act, 2013, details of the loans, guarantees and investments made during the FY 2025-26 form part of the notes to the financial statements provided in this Annual Report. The aforesaid loans and investments are in compliance with

All the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm's length.

Kindly refer the financial statements for the transactions with related parties entered during the year under review.

All the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 entered by the Company during the year under review with related party(ies) are in ordinary course of business and on arm's length.

Kindly refer the financial statements for the transactions with related parties entered during the year under review.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the year under review there were no instances of grant, vest, exercise, or lapse/ cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share capital and debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations 2014 are required.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Pursuant to Section 152(6)(c) of Companies Act, 2013, Ms. Svetlana Rao Raviwada, the Whole-Time Director of the Company, who retires by rotation and being eligible for reappointment, offers herself for re-appointment as a Director of the Company and the same is being placed before the 33rd Annual General Meeting for approval of shareholders of the Company.

During the financial year 2025-2026, Mr. Aravind Kumar V stepped down as Company Secretary and Compliance Officer with effect from 10th February 2026 and Mr. Balaji Gandla was appointed as Company Secretary and Compliance Officer on 24th March 2026.

During the financial year 2025-2026, Dr. Jacob Thomas stepped down as Director with effect from 14th August 2025 and Mr. Chan Sing En was appointed as Director on 28th October 2025. Further, Tan Sri Dato' Dr. Syed Jalaludin was appointed as Director on 30th November 2025.

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

The Board of Directors of the Company is of the opinion that the Independent Directors appointed during the financial year possess the requisite integrity, expertise, experience and proficiency required to discharge their duties and responsibilities as Independent Directors of the Company.

The Board of Directors met 6 (Six) times during the financial year ended 31st March, 2026 i.e. 28th May 2025, 28th July 2025, 14th August 2025, 28th October 2025, 30th January 2026 & 24th March 2026.

The gap between the Board meetings was within the maximum period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended and notified from time to time.

Detailed statement of attendance of directors at the Board Meetings and other meeting of all Committees held during the financial year ended 31st March, 2026 are given in the Corporate Governance report which is forming part of this Annual Report.

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (1) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, for matters relating to constitution, meetings, functions of the Committee; and the remuneration policy formulated by this Committee.

Pursuant to Section 177 (8) of Companies Act 2013, the Company has constituted an Audit Committee. The particulars of composition of the Audit Committee, meetings held during the year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence, there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review

For details of other board committees, kindly refer relevant section on Corporate Governance.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company.

During the year under review, no instances of fraud were reported by the Auditors of the Company.

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated.

During the year under review the said evaluation had been carried out.

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Directors of your Company state as follows:

a. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there were no material departures there-from;
b. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, 31st March 2026 and of the Profit of the Company for that period;
c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the Directors had prepared the Annual Accounts on a going concern basis;
e. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

a. Conservation of energy: Not Applicable.
b. Technology absorption: Not Applicable.
c. Earnings: 160.96 Lakhs Outgo: Nil

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in "ANNEXURE II" attached herewith and forms part of this Report.

A Statement containing Particulars of Top 10 Employees and Particulars of Employees under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. The circulation of this Statement to the shareholders has been excluded in terms of proviso to Section 136(1) of the Act. The said Statement is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at cs@fischermv.com

A comprehensive discussion and analysis of the outlook of Industry and the financial and operational performance of the Company is contained in the Management Discussion and Analysis Report, annexed hereto as 'ANNEXURE - III'.

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2026 has been separately furnished in the Annual Report and forms a part of the Annual Report, annexed hereto as 'ANNEXURE - IV'.

The Company is committed to maintaining high standards of corporate governance. Pursuant to Regulation 34 (3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with the Compliance Certificate confirming the compliance of conditions of Corporate Governance given by the Statutory Auditor of the Company is annexed hereto as 'ANNEXURE - V'.

Neither of the Managing Director, nor the Whole Time Director of the Company are in receipt of remuneration/ commission from any subsidiary and holding company of the Company.

M/s. Bilimoria Mehta & Co. Chartered Accountants, Mumbai (FRN: 101490W) is the Statutory Auditor of the Company for the Financial Year under review.

The Report of the Statutory Auditor on the Financial Statements of the Company is annexed to this Annual Report. There are no qualifications or reservations or observations or adverse remarks or disclaimers in the said Statutory Auditor's Report.

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2025-26. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

Pursuant to Section 138 (1) of the Companies Act, 2013, the Company had appointed M/s S. Ramanand Aiyer & Co., Chartered Accountants (FRN: 000990N) as Internal Auditor of the Company to conduct internal audit for the Financial Year 2025-2026. The Internal Auditor has submitted their reports to the Audit Committee and Board of Directors of the Company, periodically.

The Board of Directors of the Company, appointed Ms. Nuren Lodaya & Associates, Practising Company Secretaries as the Secretarial Auditor for the period of five years commencing FY 2025-26.

In pursuance of Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the and its material subsidiaries, is annexed hereto as 'ANNEXURE - VI'.

The Secretarial Audit Report for the Financial Year 2025-26 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation / comments by the Board. The Secretarial Audit Report is forming part of this Annual Report.

Pursuant to Section 118 (10) of the Companies Act, 2013, the Company observes Secretarial Standards with respect to General and Board Meetings, prescribed by the Institute of Company Secretaries of India.

The Company adheres to the Accounting Standards as applicable to it and there are no deviations, in this respect.

Other disclosure as per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2026 will be available on the website of the Company at https://www.fischermv.com/ir under the section 'Annual Returns'.

For the financial year under review, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. As a result, the Company is not required to establish a Corporate Social Responsibility (CSR) Committee or formulate a CSR Policy for this period. Nevertheless, in line with best practices in corporate governance, the Company remains committed to social responsibility and value creation in the broader interest of society. Our Company and its dedicated employees continue to support various meaningful causes, striving to enhance the quality of life within the community. We maintain a strong sense of social responsibility and actively participate in community welfare activities.

Pursuant to Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

During this year, no shares / Dividends amounts were liable to be transferred to the IEPF authority.

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

During the financial year under review, the Company has not made any downstream investment. However, the Company had made downstream investment during the previous financial year in accordance with the applicable provisions of the Foreign Exchange Management Act, 1999 ("FEMA"), the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and the regulations made thereunder.

The Company is in the process of obtaining the annual compliance certificate from its Statutory Auditors as required under the applicable FEMA provisions.

The Company has a policy on prevention of sexual harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee ("ICC") to redress complaints received regarding sexual harassment has been constituted in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy extends to all employees (permanent, contractual, temporary and trainees). Employees at all levels are being sensitized about the Policy and the remedies available thereunder.

No complaints were received by the ICC during the year under review and no complaint was pending as at the end of the year.

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 12
Female Employees: 4
Transgender Employees: Nil

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company has framed a Code of Conduct for the Board of Directors and Senior Management personnel of the Company. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on 31st March, 2026. The Code of Conduct is available on the Company's website.

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Ravindran Govindan, Chairman and Managing Director, to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.

The objective of the Dividend Distribution Policy is to ensure right balance between the quantum of dividend paid and amount of profits to be retained in the business for various purposes. Towards this objective, the following key parameters are considered for declaration of dividend. The Dividend distribution policy of the Company is available at www.fischermv.com/ir:

a) Internal Factors (Financial Parameters):
Net Operating Profit after Tax; Working Capital Requirements; Capital Expenditure Requirements; Cash required to meet contingencies; Outstanding Borrowings; and Past Dividend Trends.

b) External factors:
Statutory requirements under applicable law for the time being in force; and Dividend Payout Ratios of companies in the same Industry.

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.