Your Directors have pleasure in presenting the 32^nd Annual Report containing the Audited Financial Statements
of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of your company is stated hereunder:

2. CORPORATE RESTRUCTURING:

There were no major corporate restructuring activities
undertaken during the financial year 2024-25.

3. NATURE OF BUSINESS:

Fischer Medical Ventures Ltd. (FMVL) operates
in the medical devices sector with a focus on
radiology equipment and preventive healthcare
solutions. It is the first Indian company to
indigenously manufacture advanced MRI systems

at its facility in the Andhra Pradesh MedTech Zone,
Visakhapatnam. FMVL's core segments include
high-end MRI manufacturing and preventive health
solutions delivered through innovative equipment
and digital platforms. Its offerings comprise health
kiosks covering 60 parameters, along with
specialized tools for eye, oral, mental, women's,
and cardio-respiratory health-enhancing early
detection and enabling accessible, affordable
healthcare.

4. INDUSTRY SCENARIO:

In 2024, the global MRI systems market continues
its strong growth trajectory, driven by the rising
prevalence of chronic diseases, an aging population,
and ongoing technological advancements. Valued
at over USD 7.5 billion, the segment is expanding
as MRI finds broader clinical applications
worldwide. In India, demand is accelerating on
the back of government initiatives to modernize
healthcare, investments in infrastructure, and the
need for patient-friendly diagnostic solutions.

Alongside imaging, the preventive healthcare
sector is also experiencing rapid adoption,
fueled by growing awareness, corporate
wellness programs, and the integration of
digital health platforms. Health kiosks, point-
of-care diagnostics, and affordable screening
tools are increasingly enabling early detection
and proactive management of health risks.

With its dual focus on advanced MRI manufacturing
and preventive healthcare solutions, FMVL is
well positioned to capitalize on these industry
dynamics by delivering accessible, affordable, and
innovative healthcare technologies across India.

5. FINANACIAL PERFORMANCE:

Standalone Financials

During the Financial Year under review your
Company has recorded a Total Revenue ol
Rs.521.97 Lakhs (Previous Year Rs. 1152.83 Lakhs).
The Profit before Finance Cost, tax and Depreciation
is Rs. 121.97 Lakhs. Profit before Tax is Rs.96.08
Lakhs. After Tax, the Profit is Rs. 66.32 Lakhs.

Consolidated Financials

For the Financial year ended 31.03.2025, your
Company has Consolidated financials with
its Wholly owned Subsidiary - Time Medical
International Ventures (India) Private Limited and
FlynnCare Health Innovations Private Limited and
other Subsidiaries in India- Wondertech Medical
Solutions Private Limited and Nanyang Biologics

(India) Private Limited and Foreign subsidiaries- FMV
International Ventures PTE Ltd, FMV HealthCare
PTE Ltd and Fischer Hospitality Sdn. Bhd.

Your Company's consolidated total revenue for the
Financial Year under review stood at Rs. 11,069.87
Lakhs as against Rs. 2,098.13 lakhs in the previous
financial year.

i. SUBSIDIARY COMPANIES

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.

In addition to the above, the Company has
incorporated two new Indian entities during the year:

• Wondertech Medical Solutions Private Limited,
incorporated on 13th November 2024, and

• Nanyang Biologics (India) Private Limited,
incorporated on 14th February 2025.

• The Company holds a 51% equity stake
in each of these companies, thereby
establishing them as Subsidiaries.

Further, the Company has expanded its
international presence with the incorporation
of the following wholly-owned subsidiaries in
Singapore both incorporated on 26th August 2024.

• FMV International Ventures PTE Ltd, and

• FMV HealthCare PTE Ltd.

Additionally, the Company holds a 60% stake
in Fischer Hospitality Sdn. Bhd, Malaysia,
making it a subsidiary of the Company.
As on 31st March 2025, the Company does
not have any Associate Company within the
meaning of applicable provisions under the

Companies Act, 2013 and SEBI Listing Regulations.

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

Business Review and Financial Performance of
the Subsidiaries:

Time Medical International Ventures (India)
Private Limited (TMIV)

Time Medical International Ventures (India) Pvt Ltd
is an innovator in the medical diagnostic imaging
industry aiming to bring advanced, accessible,
and affordable imaging to all populations. With
paradigm- shifting technologies, TMIV developed
advanced medical imaging systems and cost-
effective service solutions to meet emerging global
healthcare needs.

TMIV manufacturing plant in Andhra Pradesh
MedTech Zone (AMTZ) Vishakhapatnam, focuses
on developing advance MRI systems for India.

This company is first Indian Company to receive
CDSCO license.

With the Indian government placing healthcare
as the priority and India being the fastest growing
market for medical device industry in Asia-Pacific,
Time Medical is now poised to be the company
of choice for the needs of the world's highest
population & the 3rd largest market in medical
imaging.

TMIV Wholly owned subsidiary of the Company,
recorded revenue of INR 8,120.45 Lakhs in 2024¬
25 against INR 2,162.34 Lakhs, in the previous
year. Profit/(Loss) before tax was INR 116.60 Lakhs
(Previous year: INR (106.11) Lakhs.)

Flynncare Health Innovations Private
Limited(FlynnCare)

Flynncare Health Innovations Private Limited was
incorporated on 29th July 2024 as wholly owned

subsidiary of Fischer Medical Ventures Limited. The
Company leverages digital health technologies
to deliver equitable and end-to-end healthcare
solutions. Through its Digital Hospital platform,
Community Care solutions, and integrated
screening and diagnostics. Its human-centered
design, customized workflows, and data-driven
insights enhance connectivity between patients
and providers, improving healthcare access,
experience, and outcomes across communities.
FlynnCare recorded revenue of INR 2742.46 Lakhs
in 2024- 25, Profit/(Loss) before tax was INR 171.72
Lakhs

WonderTech Medical Solutions Private Limited

Wondertech Medical Solutions Pvt. Ltd.,
incorporated on 13th November 2024 develops
AI and ML-based platforms for diagnosing mental
health conditions. Its solutions include predictive
analytics, empowering healthcare professionals
and individuals with early detection, monitoring,
and targeted interventions to improve mental well¬
being and accessibility to mental health care.

The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.

Nanyang Biologics (India) Private Limited

Nanyang Biologics (India) Pvt. Ltd., incorporated
on 14th February 2025 is engaged in the
manufacturing, marketing, and distribution of
nutraceuticals, dietary supplements, functional
foods, and herbal products that support human
health and wellness. The company also focuses
on research and innovation, developing advanced
formulations and ingredients aimed at disease
prevention and holistic well-being.

The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.

Fischer Hospitality Sdn. Bhd

Fischer Hospitality Sdn. Bhd. is a Malaysian private
Limited company incorporated in September
2024 and based in Melaka. It operates as an
investment holding entity, focusing on managing
and overseeing investments in the healthcare
and medical technology sectors. The company
aims to support Fischer Medical Ventures Limited
in expanding its footprint in Southeast Asia by
facilitating collaborations, strategic partnerships,
and growth opportunities in healthcare services
and medtech innovation.

The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.

FMV Healthcare Pte. Ltd.

FMV Healthcare Pte. Ltd. is a Singapore-based
private limited company incorporated on August
26, 2024. It operates within the medical technology
sector, focusing on medical research and clinical
diagnostic instruments and supplies, including
reagents. Additionally, the company is involved in
the wholesale of medical, professional, scientific,
and precision equipment. The incorporation of FMV
Healthcare Pte. Ltd. aligns with FMVL's strategic
expansion into the Southeast Asian medical
technology market. The company's activities are
in line with Singapore's growing emphasis on
biomedical sciences and healthcare innovation.
By establishing a presence in Singapore, FMV
Healthcare Pte. Ltd. aims to leverage the country's
robust infrastructure and regulatory environment to
advance its objectives in the medical technology
sector.

FMV International Ventures Pte. Ltd.

FMV International Ventures Pte. Ltd. is a Singapore-
based private limited company incorporated on
August 26, 2024. It is a wholly owned subsidiary
of Fischer Medical Ventures Limited, established to
drive the Group's strategic expansion in Southeast
Asia. The company is engaged in wholesale trade

and distribution, with a focus on medical, scientific,
and precision equipment.

Through this entity, Fischer Medical Ventures
aims to strengthen its regional presence, build
international partnerships, and enhance access
to advanced healthcare technologies across key
Southeast Asian markets.

The Company has not commenced commercial
business in the FY 2024-25 and hence there were
no significant transactions in the year.

7. DIVIDEND:

Taking into consideration the financial position of
the Company and its long-term growth objectives,
the Board declared a dividend of 0.5% of the
face value per equity share for the financial year
2024-25.

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. The record date for the same is fixed date
on 12th September 2025. Accordingly, the dividend
will be paid at 0.5% on the revised face value of the
equity shares.

No dividend 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.

8. NON-CONVERTIBLE DEBENTURES

There are no Non-Convertible Debentures
outstanding as on 31st March 2025.

9. DEPOSITS

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 2025.

10. CASH FLOW STATEMENT

In compliance with the provisions of Section 134
of Companies Act, 2013 and Regulation 34(2)
(c) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Cash flow
statement for the financial year ended 31st March,
2025 forms part of this Annual Report.

11. SHARE CAPITAL AND RESERVES:

The Paid up Equity Share Capital of the Company
as on 31st March 2025 was Rs. 6,380.1547 Lakhs
consisting of Rs. 638.01547 Lakhs Equity shares of
Face value Rs.10/- each fully paid up. During the
financial year 2024-25, your Company has issued
and allotted 1,03,01,547 Shares of the Face Value
Rs.10/ on preferential basis.

The total Reserves and Surplus stood at Rs.
24,166.26 Lakhs as on 31/03/2025 as against Rs.
2,530.79 Lakhs as on 31/03/2024.

12. FINANCE:

Cash and Cash Equivalents as at 31st March 2025
were INR 28.71 Lakhs. In addition, Company has
investments in Fixed Deposits for INR 1,890.13 Lakhs
and Investment in Subsidiaries is INR 29,053.31
Lakhs. The Company continues to focus on
judicious management of its working capital. The
Company has taken many steps during the year
to improve the working capital turns. The working
capital parameters were kept under strict check
through continuous monitoring.

13. DISCLOSURE W.R.T. MATERIAL CHANGES AND
COMMITMENTS:

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.

14. INTERNAL FINANCIAL CONTROLS

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.

15. INTERNAL CONTROL SYSTEMS

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.

16. DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL

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.

17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

As per Section 186 of the Companies Act, 2013,
details of the Loans, guarantees and investments
made during the FY 2024-25 are given below:

The aforesaid loans and investments are in
compliance with Section 186 of the Companies Act,
2013 and used for the business activities by the
respective company.

Further details form part of the Notes to the financial
statements provided in this Annual Report.

18. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All the transactions/ contracts/ arrangements of the
nature as specified in Section 188(1) of the Companies
Act, 2013 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.

19. DISCLOSURE RELATING TO EQUITY SHARES
WITH DIFFERENTIAL RIGHTS

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.

20. DISCLOSURE RELATING TO SWEAT EQUITY
SHARES

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.

21. DISCLOSURE RELATING TO EMPLOYEE STOCK
OPTION SCHEME AND EMPLOYEE STOCK
PURCHASE SCHEME

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.

22. DISCLOSURE IN RESPECT OF VOTING RIGHTS
NOT DIRECTLY EXERCISED BY EMPLOYEES

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.

23. CHANGE IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

1. Retirement by Rotation and Re-appointments

Pursuant to Section 152(6)(c) of Companies
Act, 2013, Mr. Ravindran Govindan, Managing

Director of the Company who retires by rotation
and being eligible for reappointment, offers
himself for re-appointment as a Director of
the Company and the same is being placed
before the 32nd Annual General Meeting for
approval of shareholders of the Company.

2. Change In Key Managerial Personnel

During the financial year 2024-2025, Mr.
Deepak Vyas, stepped down as Company
Secretary with effect from 13th August 2024
and Mr. AravindKumar V was appointed as the
Company Secretary from 14th August 2024.

Also, Mr. Dilip Suryakhant Jha stepped
down as Chief Financial Officer on
12th November 2024 and Mr. Vivek
Balasubramanian was appointed as Chief
Financial Officer on 13th November 2024.

3. Change In Independent Directors

During the financial year 2024-2025, Mr.
Dilip Suryakhant Jha stepped down on
4th May 2024 and Mr. Khairy Jamaluddin
Abu Bakar was appointed as the
Independent Director on 4th May 2024.

Mr. Roberto M. Pagdanganan and Dr. Jacob
Thomas were appointed on 5th July 2024.

Further, Independent Directors, Mr. Krishna
Kumar Om Prakash Dubey stepped down on
13th August 2024 and Ms. Jeena Dineshchandra
Suthar stepped down on 25th March 2025.
There was no material reason in the
resignation of the Independent Directors
Ms. Jaya Ankur Singhania was appointed as
Independent Director on 26th March 2025.

24. DECLARATIONS BY INDEPENDENT DIRECTORS

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.

25. DISCLOSURE RELATED TO BOARD, COMMITTEES
AND POLICIES

Board Meeting

The Board of Directors met 8 (Eight) times during
the financial year ended 31st March, 2025 i.e., 4th
May 2024, 30th May 2024, 14th August 2024, 13th
November 2024, 3rd January 2025, 14th February
2025, 18th February 2025 & 26th March 2025.

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, 2025 are given in the Corporate
Governance report which is forming part of this
Annual Report.

26. PASSING OF RESOLUTION BY CIRCULATION:

During the financial year, the following resolutions
passed by the Board of Directors, through
circulation:

• Noting the order of Regional Director on the
change in the Registered Office of the Company
from State of Maharashtra to the State of
Andhra Pradesh dated 4th December 2024

• Approval for shifting of Corporate office dated
4th December 2024

• Reconstitution of Audit Committee dated 11th
February 2024

27. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is
in existence in accordance with the provisions of
sub-section (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.

28. AUDIT 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.

29. DETAILS OF RECOMMENDATIONS OF AUDIT
COMMITTEE WHICH WERE NOT ACCEPTED BY
THE BOARDALONG WITH REASONS:

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.

30. OTHER BOARD COMMITTEES

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

31. VIGIL MECHANISM FOR THE DIRECTORS AND
EMPLOYEES

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.

32. FRAUD REPORTING

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

33. RISK MANAGEMENT POLICY

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.

34. ANNUAL EVALUATION OF DIRECTORS,
COMMITTEE AND BOARD

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.

35. DIRECTORS’ RESPONSIBILITY STATEMENT:

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 2025 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.

i. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

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 ON REMUNERATION OF
DIRECTORS AND EMPLOYEES:

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.

38. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

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’.

39. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING:

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, 2025 has been
separately furnished in the Annual Report and forms
a part of the Annual Report, annexed hereto as
‘ANNEXURE - IV’.

40. CORPORATE GOVERNANCE REPORT:

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’.

41. PAYMENT OF REMUNERATION/COMMISSION
TO EXECUTIVE DIRECTORS FROM HOLDING OR
SUBSIDIARY COMPANIES

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.

42. STATUTORY AUDITOR:

M/s. Bilimoria Mehta & Co. Chartered Accountants,
Mumbai (FRN: 101490W) is the Statutory Auditor of

the Company for the Financial Year under review
and holds office up to the conclusion of 32nd
Annual General Meeting of the Company.

The Statutory Auditor was originally appointed at
the 27th Annual General Meeting of the Company
held on 22nd December 2020 for a period of five
years from the conclusion of 27th Annual General
Meeting upto the conclusion of 32nd Annual
General Meeting and hereby are reappointed for
the period of Five years from the conclusion of 32nd
Annual General Meeting till the conclusion of 37th
Annual General Meeting subject to ratification by
Members at Annual General Meeting.

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.

43. COST AUDIT:

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
2024-25. Accordingly, such accounts and records
are not made and maintained by the Company for
the said period.

44. INTERNAL AUDIT:

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
2024 - 2025. The Internal Auditor has submitted
his reports to the Audit Committee and Board of
Directors of the Company, periodically.

45. SECRETARIAL AUDIT:

The Board of Directors of the Company, appointed
Ms. Nuren Lodaya & Associates, Practising
Company Secretaries as the Secretarial Auditor
for the period under review and for the period of

five years commencing FY 2025-26 subject to
the approval of the Members at Annual General
Meeting.

In pursuance of Section 204 of the Companies Act,
2013, the Secretarial Audit Report of the Company,
is annexed hereto as ‘ANNEXURE -VI’.

The Secretarial Audit Report for the Financial Year
2024 - 25 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.

46. SECRETARIAL STANDARDS:

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.

47. ACCOUNTING STANDARDS:

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

48. RESEARCH AND DEVELOPMENT:

During the year under review, the focus of the
R&D department was on increasing range and
new product development in the MRI machine and
towards Preventive HealthCare. Procurement cost
optimization efforts continued in the year under
review and will be accelerated in the coming year.

49. CERTIFICATIONS:

As part of accreditations and recognition in MRI
space, your Company's wholly owned subsidiary
Time Medical International Ventures (India) Private
Limited has been accredited with ISO 9001:2015
with Certificate No. 09112956A and IS0 13485: 2016
with Certificate No.IN56693H in respect of Design,
Development, Manufacturing, Supply, Installation
& Servicing of MRI Scanning Machines.

During the year under review, Time Medical
International Ventures (India) Limited, India's first
indigenous MRI manufacturer has become the
first MRI company in India to receive the CDSCO
license for manufacturing and distribution of MRI
systems. This achievement supports the Make in
India initiative for models like EMMA, PICA, MICA,
and QUIN.

50. OTHER DISCLOSURES

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

Annual Return

Pursuant to the provisions of Section 134(3)(a) of
the Companies Act, 2013, the Annual Return for the
financial year ended March 31, 2025 is available
on the website of the Company at https://www.
flschermv.com, under the section ‘Investors Annual
Returns'.

Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/ pending against
the Company under the Insolvency and Bankruptcy
Code, 2016.

Details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the banks or financial institutions along with the
reasons thereof

During the financial year under review, there were
no instances of one-time settlement with any bank
or financial institution.

51. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

52. TRANSFERS TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

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.

53. SERVICE OF DOCUMENTS THROUGH
ELECTRONIC MEANS

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.

54. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

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.

55. GENDER-WISE COMPOSITION OF EMPLOYEES

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, 2025.

Male Employees: 3
Female Employees: Nil
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.

56. COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

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.

57. COMPLIANCE WITH CODE OF CONDUCT

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, 2025. 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.

58. DIVIDEND DISTRIBUTION POLICY:

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:

1. 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.

2. External factors:

• Statutory requirements under applicable law
for the time being in force; and

• Dividend Payout Ratios of companies in the
same Industry.