FISCHER MEDICAL VENTURES LIMITED — Proxy Solicitation & Information Statement 2025

Oct 30, 2025

FISCHER MEDICAL VENTURES LIMITED Registered Office Address: Survey No. 480/2 AP Medtech Zone, Nadupura Village, Pedagantyadu Mandal, Visakhapatnam, 530032 CIN: L86900AP1993PLC118162 Email: cs@fischermv.com | Website: www.fischermv.com | Contact 9080966548

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October 30, 2025

To

To

BSE Limited National Stock Exchange of India Ltd. Exchange Corporate Relationship Department Plaza, 5tll floor 25th Floor, P J Towers Plot No. C/ 1, G Block, Dalal Street, Fort, Bandra-Kurla Complex Bandra (E), Mumbai – 400 001 Mumbai - 400 051 BSE Scrip Code: 524743 NSE Symbol: FISCHER

Dear Sir / Madam,

Sub : Submission of Postal Ballot Notice

This has reference to our letter dated October 28, 2025 intimating the Stock Exchanges regarding approval of Postal Ballot process relating to approval of Appointment of Independent Directors. In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), we enclose the Postal Ballot Notice approved in the Board Meeting held on October 28, 2025 for your reference and record, that is sent to the Shareholders for obtaining their consent for the following Special Business:

a) Appointment of Mr. Chan Sing En (DIN: 11300541) as the Independent Director of the Company

b) Appointment of Dr. Syed Jalaludin (DIN: 11336135) as the Independent Director of the company

Please take on record.

Thanking You,

Yours Truly,

For FISCHER MEDICAL VENTURES LIMITED

(Formerly known as Fischer Chemic Limited) Aravindkuma Digitally signed by Aravindkumar V r V Date: 2025.10.30 12:51:17 +05'30' ARAVINDKUMAR V COMPANY SECRETARY & COMPLIANCE OFFICER

C

Corporate Office: Level 8, Prestige Palladium Bayan, No. 129-140 Greams Road, Chennai, Tamil Nadu, 600006

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FISCHER MEDICAL VENTURES LIMITED

(Formerly known as Fischer Chemic Limited) CIN: L86900AP1993PLC118162

Registered Office: Survey No. 480/2 AP Medtech Zone, Nadupura Village, Pedagantyadu Mandal, Visakhapatnam, 530032 Corporate Office: Level 8, Prestige Palladium Bayan, No. 129-140 Greams Road, Chennai, Tamil Nadu, 600006 Mob: 9080966548; E-mail: cs@fischermv.com; Website: www.fischermv.com

POSTAL BALLOT NOTICE

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

NOTICE is hereby given pursuant to Section 108 and 110 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the Rules) under the Companies Act, 2013 and Ministry of Corporate Affairs (“MCA”) General Circulars No.14/2020 dated 08[th] April 2020, No.17/2020 dated 13[th] April 2020, No.22/2020 dated 15[th] June 2020, No.33/2020 dated 28[th] September 2020, No.39/2020 dated 31[st] December 2020, No.10/2021 dated 23[rd] June 2021, No.20/2021 dated 08[th] December 2021 and No.03/2022 dated 05[th] May 2022 (collectively referred to as “MCA Circulars”) Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS2”) issued by the Institute of Company Secretaries of India (ICSI) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time) for obtaining approval of the members, by way of Special Resolution, through postal ballot process, the voting on the resolutions covered in the Notice will take place through e-voting only and no physical ballots will be collected.

The draft of the resolutions to be passed, together with the Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Companies Act, 2013 read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations is also attached.

The Company is pleased to provide the facility for voting through “electronic means” to enable members for casting their votes for e-Voting by selecting appropriate options for the Resolutions, in accordance with the provisions of the Companies Act 2013 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015).

In accordance with Regulation 44 of SEBI (LODR) Regulations, 2015 and in terms of Section 108 and 110 of the Companies Act, 2013, the Rules made thereunder and the MCA Circulars, the Company for this purpose, has engaged National Securities Depository Limited (NSDL), an agency authorized by the MCA, for facilitating the members to communicate their assent or dissent through ‘‘electronic means’’ in respect of the resolutions.

The detailed procedures for voting through ‘‘electronic means’’ are given below the Explanatory Statement attached herewith.

The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date, Friday, 24[th] October 2025. A person who is not a member as on the cut-off date should treat this notice for information purposes only.

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The Board of directors (Board), in compliance with Rule 22(5) of the Rules, has appointed M/s. Nuren Lodaya and Associates, Company Secretary in Practice; Certificate of Practice No.24248 as Scrutinizer, at its meeting held on 28[th] October 2025, to scrutinize the Postal Ballot process (voting through ‘‘electronic means’’) in a fair and transparent manner.

Members are, therefore, requested to carefully read the instructions printed for voting through “electronic means”, namely by –

(i)	Casting their votes electronically from 31stOctober 2025 (9.00 a.m.) to 30thNovember 2025 (5.00 p.m.) by
	following the procedures as explained in the Explanatory Statement.

The Scrutinizer will submit the report on the results of voting through “electronic means” to the Chairman or any one of the Directors of the Company, after completion of the scrutiny of voting by “electronic means”.

The results will be announced by any one of the directors of the Company, at the registered office/ Corporate office on or before Tuesday, the 02[nd] December 2025. The declared Results, along with the Scrutinizer's Report, will be available forthwith on the Company's corporate website https://www.fischermv.com and will be forwarded to the Stock Exchanges where the Company’s shares are listed. NSDL has been engaged by the Board of Directors of the Company for facilitating e-voting, will also display these Results on its website.

The last date of voting, i.e., Sunday, the 30[th] November be taken to be the date of passing of the said Resolutions by the members of the Company. Members requiring any clarification may contact the registered office of the Company or through e-mail viz., cs@fischermv.com

All documents, referred to in this Notice and in the Explanatory Statement referred to under Section 102(1) of the Companies Act, 2013, are open for inspection at the Corporate office, during office hours on all working days between 10.00 A.M. and 12.00 Noon upto 30[th] November 2025.

The said Notice of Postal Ballot have also been placed on the Company’s website viz., https://www.fischermv.com for use by the Members also in the website of the stock exchanges where the shares of the Company are listed and website of the NSDL.

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SPECIAL BUSINESSES:

Item No. 1

Appointment of Mr. Chan Sing En (DIN: 11300541) as Independent Director of the Company:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 (read with Schedule IV of the Companies Act, 2013), 150, 152, 160, 161, 164 and other applicable provisions, if any, of the Companies Act, 2013 (the Act, 2013), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulations 17, 25(2A) and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company, approval of the members be and is hereby accorded for the appointment of Mr. Chan Sing En (DIN 11300541), as a Non-Executive Independent Director (NE-ID) of the Company, for a term of five consecutive years effective from the date of appointment on the Board, and whose office shall not be liable to retire by rotation during his tenure as NE-ID, and in respect of whom the Company has received a notice in writing from a shareholder under Section 160 of the Act, 2013, and to receive remuneration by way of profit related commission, if any, within the permissible limit in terms of Section 197 of the Act, 2013, as determined by the Board, from time to time, reimbursement of expenses and fees for participation in the meetings of the Board and / or Committees in terms of applicable provisions of the Act, 2013.

RESOLVED FURTHER THAT any Directors, or any Key Managerial Personnel of the Company be and are hereby severally authorized, to do all such acts, deeds, matters as may in their absolute discretion deem necessary, desirable or expedient for giving effect to this resolution.”

Item No. 2

Appointment of Dr. Syed Jalaludin (DIN: 11336135) as Independent Director of the Company:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 (read with Schedule IV of the Companies Act, 2013), 150, 152, 160, 161, 164 and other applicable provisions, if any, of the Companies Act, 2013 (the Act, 2013), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulations 17, 25 (2A) and other applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors of the Company, approval of the members be and is hereby accorded for the appointment of Dr. Syed Jalaludin (DIN 11336135), as a Non-Executive Independent Director (NE-ID) of the Company, for a term of five consecutive years effective from the date of appointment of the Shareholders, and whose office shall not be liable to retire by rotation during his tenure as NEID, and in respect of whom the Company has received a notice in writing from a shareholder under Section 160 of the Act, 2013, and to receive remuneration by way of profit related commission, if any, within the permissible limit in terms of Section 197 of the Act, 2013, as determined by the Board, from time to time, reimbursement of expenses and fees for participation in the meetings of the Board and / or Committees in terms of applicable provisions of the Act, 2013.

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RESOLVED FURTHER THAT any Directors, or any Key Managerial Personnel of the Company be and are hereby severally authorized, to do all such acts, deeds, matters as may in their absolute discretion deem necessary, desirable or expedient for giving effect to this resolution.”

By order of the Board For FISCHER MEDICAL VENTURES LIMITED (Formerly known as Fischer Chemic Limited) Place: Chennai Date: 28[th] October 2025

Company Secretary & Compliance officer

Encl:

• 1) Explanatory Statement in terms of Section 102 (1) of the Companies Act, 2013 and the procedures for voting through ‘‘electronic means’’.

NOTES:

1. An explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘Act’) setting out the material facts relating to the business to be transacted is annexed hereto. The relevant details, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) [Listing Regulations] and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, setting out the material facts and reasons concerning the proposals as stated above is annexed hereto

2. Notice is being sent to the members whose names appear on the register of members / list of beneficial owners from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, 24[th] October, 2025 (cut-off date)

3. The Notice is being sent to the members in electronic form only to the e-mail addresses registered with their Depository Participants (in case of electronic shareholding) / the Company’s Registrar Share Transfer Agent (in case of physical shareholding).

4. Members, who have received the Notice, are requested to cast their voting through the e-voting facility on or before Sunday, 30[th] November 2025 (5.00 P.M.)

5. Member(s) whose names appear on the Register of Members /List of Beneficial Owners as on the cut-off date will be considered for E-voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

6. Resolutions passed by the members through voting by electronic means shall be deemed to have been passed as if it has been passed at a general meeting of the members convened in that behalf.

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1. Pursuant to the provisions of Section 108 and 110 of the Act 2013 read with the Companies (Management and Administration) Rules, 2014 and in terms of Regulation 44 of SEBI (LODR) Regulations, 2015, the Company has provided facility to members to exercise their votes through electronic means and have engaged the services of NSDL as the Authorised Agency to provide e-Voting facility. Instructions for the process to be followed for voting through “electronic means” are annexed to the Notice.

2. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date, being the date fixed for determining the voting rights of members entitled to participate in the e-Voting process through e-Voting platform provided by NSDL by typing the URL: https://www.evoting.nsdl.com.

3. A member cannot exercise his / her vote by proxy on postal ballot.

4. The Board of Directors has appointed M/s. Nuren Lodaya and Associates, Company Secretary in Practice, Certificate of Practice No.24248 as Scrutinizers to conduct the postal ballot voting process (voting through electronic means), in a fair and transparent manner.

5. The Scrutinizer will submit the report to the Chairman or any other Board of Directors after the completion of scrutiny and the results of voting through electronic means will be declared by placing it along with the Scrutinizer’s report on the Company’s website https://www.fischermv.com and communicated to the Stock Exchanges.

6. The resolutions, if approved by the requisite majority shall be deemed to have been passed on the last date of voting, i.e., Sunday, 30[th] November 2025.

7. In case of any query, members may refer to the Frequently Asked Questions (FAQs) for members and e-Voting user manual for members available at Downloads Section of www.evoting.nsdl.com or contact NSDL at the following telephone no.022-24994600.

8. Members who have not registered their e-mail addresses are requested to register the same with the Company’s Share Transfer Agent / Depository Participant(s) for sending future communication(s) in electronic form.

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- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular No.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under “Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting”under e-Voting services and you will be able to see e- Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a verification code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	Shareholders	1. Existing users who have opted for Easi / Easiest, they can login through their
holding	securities in	user id and password. Option will be made available to reach e-Voting page
demat mode with CDSL		without any further authentication. The URL for users to login to Easi /
		Easiest is https://web.cdslindia.com/myeasi/home/login or
		www.cdslindia.com and click on New System Myeasi.

1. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

2. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

				4. Alternatively, the user can directly access e-Voting page by providing Demat
				Account Number and PAN No. from an e-Voting link available on
				www.cdslindia.com home page. The system will authenticate the user by
				sending OTP on registered Mobile & Email as recorded in the Demat Account.
				After successful authentication, user will be able to see the e-Voting option
				where the evoting is in progress and also able to directly access the system of
				all e-Voting Service Providers.
Individual Shareholders				You can also login using the login credentials of your demat account through
(holding	securities		in	your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon
demat	mode)	login		logging in, you will be able to see e-Voting option. Click on e-Voting option, you
through their depository				will be redirected to NSDL/CDSL Depository site after successful authentication,
participants				wherein you can see e-Voting feature. Click on company name or e-Voting
				service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL
				for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

	Login type	Helpdesk details
	Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
	Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-23058542-43
	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012** b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 128753 then user ID is 128753001**

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1. Password details for shareholders other than Individual shareholders are given below:

   • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

   • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

   • c) How to retrieve your ‘initial password’?

     • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

     • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

2. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

   • a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

   • b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

   • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

   • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

3. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

4. Now, you will have to click on “Login” button.

5. After you click on the “Login” button, Home page of e-Voting will open.

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- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. General Guidelines for shareholders 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to 2. with a copy marked to evoting@nsdl.co.in. 3. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password. 4. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre Manager at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of AADHAAR Card) by email to cs@fischermv.com

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1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of AADHAAR Card) to cs@fischermv.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method -

explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Key Information at a Glance:

y Information at a Glance:
Cut-off Date to determine eligible Members to vote on the resolution	24thOctober 2025
Voting start time and date	9:00 a.m.(IST)on 31stOctober 2025
Voting end time and date	5:00p.m.(IST)on 30thNovember 2025
Address and contact details of Registrar and Share Transfer Agent. Contact name:	M/s. Adroit Corporate Services Pvt Ltd. Address: 17-19, Jafferbhoy Ind. Estate, 1stfloor, Makhwana Road, Marol Naka, Andheri East, Mumbai – 400059 , Ph No.022 – 42270400 Fax No. 044- 28142479
Name, address and contact details of e-voting service Contact name	Amit Vishal, Assistant Vice President Pallavi Mhatre Senior Manager National Securities Depository Limited 4th Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400013, India Contact details:evoting@nsdl.co.in; Contact number- 022 - 4886 7000 and 022 - 2499 7000.
NSDL e-voting website address	https://www.evoting.nsdl.com

ANNEXURE TO THE NOTICE OF POSTAL BALLOT DATED 28[TH] October 2025

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ANNEXURE 1

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 1

Pursuant to Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee at its meeting held on 24[th] October 2025, the Board of Directors of the Company, at its meeting held on 28[th] October, 2025, appointed Mr. Chan Sing En (DIN:11300541) as Independent Director of the Company, for a term of 5 years with effect from 28[th] October 2025, subject to approval of members of the Company.

As per Regulation 17(1C) and 25(2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to take approval of shareholders for appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of appointment, whichever is earlier, through a special resolution.

The Company has received:

• (i) Consent in writing from Mr. Chan Sing En to act as Director in Form DIR - 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),

• (ii) intimation in Form DIR 8 in terms of the Appointment Rules from Mr. Chan Sing En to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and

• (iii) a declaration to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and under LODR Regulations.

• (iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

• (v) A notice in writing by a member proposing his candidature under Section 160(1) of the Companies Act, 2013.

Further, Mr. Chan Sing En has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

Mr. Chan Sing En is a dynamic investment professional with over three decades of experience spanning Southeast Asia and Australia. He has built a distinguished career in private equity, corporate finance, and operational turnarounds, consistently driving growth and value creation across diverse industries. His deep understanding of financial structuring and market strategy has enabled numerous successful business revitalizations and investor partnerships.

As Principal and Director of Sov Capital Pte Ltd, Singapore, Mr. Chan leads strategic investment and restructuring initiatives for both private and public companies. He specializes in reverse takeovers, capital raising, and pre-IPO consultancy, offering seasoned guidance to founders and executives. His leadership is marked by a hands-on approach that combines strategic foresight with operational precision.

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In addition, Mr. Chan serves on the advisory board of FTAG Investment Bank in Malaysia, contributing to highprofile corporate finance transactions and cross-border deals, including the NASDAQ listing of a global supercar brand. A graduate of Pepperdine University, USA, with a degree in Business Administration, he continues to bring financial acumen, boardroom experience, and visionary leadership to every engagement.

Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Chan Sing En has enrolled his name in the online data bank maintained for Independent Directors with the Indian Institute of Corporate Affairs.

The Board of Directors considers that his association would be of immense benefit to the Company, and it is desirable to avail services Mr. Chan Sing En as an Independent Non-Executive Director for a term of five consecutive years from 28[th] October 2025. Mr. Chan Sing En would bring with his vast experience to the Company.

In line with the Company’s remuneration policy for Independent Directors Mr. Chan Sing En is entitled to receive remuneration by way of profit related commission, if any, in terms Section 197 and other applicable provisions of the Companies Act, 2013, as determined by the Board on recommendation of Nomination and Remuneration Committee from time to time, and sitting fees and reimbursement of expenses for participation in the meetings of the Board and / or committees.

As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2 issued by the Institute of Company Secretaries of India, the required details of Mr. Chan Sing En are appended in the Annexure forming part of the Postal Ballot Notice.

A copy of the draft letter for the appointment of Mr. Chan Sing En as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days up to Sunday, 30[th] November, 2025.

Except Mr. Chan Sing En, being the appointee, or his relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out in the Notice.

The Board recommends the Special Resolution set out at Item No. 1 of the Postal Ballot Notice for approval by the Members.

Item No. 2

Based on the recommendation of Nomination and Remuneration Committee at its meeting held on 24[th] October 2025, the Board of Directors of the Company at its meeting held on 28[th] October 2025 considered and recommended to the members the appointment of Dr. Syed Jalaludin (DIN: 11336135) as Non-Executive Independent Director of the Company for a period of Five years effective date of appointment by the Members of the Company.

Tan Sri Dato’ Dr. Syed Jalaludin (DIN: 11336135), aged 81 years, is a distinguished academician and visionary leader with over five decades of contribution to Malaysia’s higher education, corporate, and public sectors. A PhD graduate from the University of London, he has held numerous pivotal roles including Vice Chancellor of Universiti Putra Malaysia (UPM), Chancellor of Taylor’s University, and Chairman of the Board of Directors at Asia e University. His leadership was instrumental in transforming UPM into a premier institution of higher learning and research.

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Beyond academia, Dr. Syed Jalaludin has made a significant impact in the corporate sphere, serving as Chairman and Independent Director across major corporations such as PETRON Berhad, Bank Rakyat, and Bioalpha Holdings Berhad. His visionary guidance has driven growth, innovation, and governance excellence in both public and private enterprises, while also advancing Malaysia’s position in the global halal industry through his chairmanship at the Halal Industry Development Corporation.

He is a Fellow of the Academy of Sciences Malaysia (FASc) and the recipient of numerous national and international honours, including the Panglima Setia Mahkota (P.S.M.) conferred by His Majesty, the Yang di-Pertuan Agong, carrying the title Tan Sri. His lifelong dedication to science, education, and nation-building continues to inspire academic and business communities alike.

Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no listed entity shall appoint a person or continue the directorship of any person as a Non-executive Director who has attained the age of seventy-five years unless a special resolution is passed to that effect.

The Company has received:

• (i) consent in writing from Dr. Syed Jalaludin to act as Director in Form DIR - 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),

• (ii) intimation in Form DIR 8 in terms of the Appointment Rules from Dr. Syed Jalaludin to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and

• (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and under LODR Regulations.

• (iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

• (v) A notice in writing by a member proposing his candidature under Section 160(1) of the Companies Act, 2013.

Further, Dr. Syed Jalaludin has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

Pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Dr. Syed Jalaludin has enrolled his name in the online data bank maintained for Independent Directors with the Indian Institute of Corporate Affairs.

The Board noted that Dr. Syed Jalaludin, background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as an Independent Director.

In line with the Company’s remuneration policy for Independent Directors Dr. Syed Jalaludin is entitled to receive remuneration by way of profit related commission, if any, in terms Section 197 and other applicable provisions of the Companies Act, 2013, as determined by the Board on recommendation of Nomination and Remuneration Committee from time to time, and sitting fees and reimbursement of expenses for participation in the meetings of the Board and / or committees.

As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2 issued by the Institute of Company Secretaries of India, the required details of Dr. Syed Jalaludin are appended in the Annexure forming part of the Postal Ballot Notice.

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A copy of the draft letter for the appointment of Dr. Syed Jalaludin as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days up to Sunday, 30[th] November, 2025.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution as set out in this Notice.

The Board recommends the Special Resolution set out at Item No.2 of the Postal Ballot Notice for approval by the Members.

PROFILE OF THE DIRECTOR PROPOSED TO BE APPOINTED

PARTICULARS OF DIRECTORS SEEKING APPOINTMENT AS REQUIRED TO BE FURNISHED UNDER CLAUSE 1.2.5 OF THE (SS - 2) SECRETARIAL STANDARD ON GENERAL MEETINGS / REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Name	Mr. Chan Sing En	Dr. Syed Jalaludin
Age	57 Years and 10 Months	81 Years and 5 Months
DIN	11300541	11336135
Qualification	Bachelor of Science in Business Administration (Finance & Marketing)	B.Sc. (A.H) & BVSc, MPhil, PhD
Experience and other details	Mr. Chan Sing En is a seasoned investment professional with over three decades of experience in private equity, corporate restructuring, and strategic finance across Southeast Asia and Australia. As Principal and Director of SovCapital Pte Ltd, he leads pre-IPO advisory, reverse takeovers, and capital-raising initiatives. He also serves as Advisor to FTAG Investment Bank, guiding complex cross-border transactions and corporate transformations.	Dr. Syed Jalaludin is a renowned academician and corporate leader with over 50 years of experience in higher education, governance, and industry development. He has served as Vice Chancellor of Universiti Putra Malaysia, Chancellor of Taylor’s University, and Chairman of Bank Rakyat and Bioalpha Holdings Berhad. A Fellow of the Academy of Sciences Malaysia, he continues to contribute to national advancement and innovation.
Current remuneration (last drawn remuneration	Nil	Nil
Shareholding in the Company	Nil	Nil
Terms and conditions of appointment	As per the terms of Resolution proposed for approval of the shareholders.	As per the terms of Resolution proposed for approval of the shareholders.
Details of remuneration last drawn	Nil	Nil
Details of proposed remuneration	As per the terms of Resolution proposed for approval of the shareholders.	As per the terms of Resolution proposed for approval of the shareholders.

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Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Nil	Nil
Number of meetings of the Board attended during the year	Attended 1 Board Meeting during the period.	Nil.
Chairperson / Membership of the Statutory Committee(s) of Board of Directors	Member of Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility Committee.	Member of Audit Committee and Nomination and Remuneration Committee
Other Directorships, Memberships / Chairmanship of Committees of other Boards	Nil	Nil
Place: Chennai Date: 28th October 2025	By order of the Board For FISCHER MEDICAL VENTURES LIMITED Company Secretary & Compliance Officer *