Key Resolutions and Financial Details

Item 1: Creation of Security over Subsidiary Assets (Special Resolution)
  • Purpose: Create first-ranking pari passu floating charge over present and future assets of Indian material subsidiaries (Time Medical International Ventures India Pvt Ltd and Flynncare Health Innovations Pvt Ltd)
  • Security for: Proposed issuance of senior, secured, rated, listed, redeemable, taxable, transferable non-convertible debentures (NCDs)
  • Amount: To secure ₹350 crore NCD issuance plus interest, costs, and other monies
  • Debenture Trustee: Catalyst Trusteeship Limited
Item 2: Pledge of Promoter Shares (Ordinary Resolution)
  • Transaction: Creation of first-ranking exclusive upfront pledge over equity shares held by Mr. Shankar Varadarajan and/or FMV Holdings Pte Ltd
  • Security Cover: Minimum 2.5x of outstanding NCD amount (₹350 crore)
  • Valuation: Based on trailing 30-day average MTM price or latest closing price, whichever lower
  • Maintenance: If cover falls below 2.25x, additional shares must be pledged within 7 working days
Item 3: Pledge of Subsidiary Shares (Special Resolution)
  • Transaction: Upfront pledge over 100% of equity shares held by company in Key Subsidiaries (Time Medical and Flynncare)
  • Purpose: Secure payment of NCD principal, interest, and other obligations
  • Approval includes potential disposal of shares upon enforcement if it results in loss of control
Item 4: Corporate Guarantee from FMV Holdings Pte Ltd (Ordinary Resolution)
  • Guarantor: FMV Holdings Pte Ltd (Holding Company)
  • Amount: ₹350 crore (aggregate issue size of NCDs)
  • Type: Unconditional and irrevocable corporate guarantee on joint and several basis
  • Covers: Principal, interest, default interest, costs, charges, expenses
Item 5: Corporate Guarantee from Mercatus Capital Pte Ltd (Ordinary Resolution)
  • Guarantor: Mercatus Capital Pte Ltd (Promoter Group Company)
  • Amount: ₹350 crore
  • Type: Unconditional and irrevocable corporate guarantee on joint and several basis
  • Covers: Principal, interest, default interest, costs, charges, expenses
Item 6: Power to Create Charge on Assets (Special Resolution)
  • Purpose: Authorize Board to create charges, mortgages, and hypothecations on company assets
  • Limit: Up to ₹1,000 crore
  • Assets: All movable/immovable properties, present and future, whole or part of undertakings
  • Excludes: Temporary loans and cash credits
Item 7: Increase in Borrowing Limit (Special Resolution)
  • Purpose: Authorize Board to borrow money beyond paid-up capital + free reserves + securities premium
  • Limit: Total outstanding borrowings not to exceed ₹1,000 crore at any time
  • Instruments: Cash credit, advances, loans, bill discounting, NCDs, FCDs, PCDs, bonds, ECBs

Key Dates and Procedures

  • Cut-off Date for voting eligibility: October 9, 2026
  • E-voting Period: October 17, 2026 (9:00 AM) to November 15, 2026 (5:00 PM)
  • Results Declaration: On or before November 17, 2026
  • Scrutinizer: M/s. Nuren Lodaya and Associates, Company Secretary in Practice
  • E-voting Service Provider: National Securities Depository Limited (NSDL)

Related Party Transaction Disclosures

FMV Holdings Pte Ltd
  • Country: Singapore
  • Business: Wholesale trade of medical devices
  • Shareholding in FMVL: 50.78%
  • Previous transactions: NIL in FY 2025-2026 and current FY
  • Financials (FY 2024-25): Turnover not specified in disclosure
  • Guarantee amount as % of related party turnover: 15.32%
Mercatus Capital Pte Ltd
  • Country: Singapore
  • Business: Management consultancy services
  • Shareholding in FMVL: 16.5% (indirect)
  • Previous transactions: NIL in FY 2025-2026 and current FY
  • Financials (FY 2025-2026): Turnover SGD 277,633, PAT SGD 157,439, Net Worth (SGD 576,046)
  • Person interested: Mr. Ravindran Govindan holds 100% shares

Financial Impact

  • Total proposed NCD issuance: ₹350 crore
  • Total borrowing limit sought: ₹1,000 crore
  • Security cover maintenance required: 2.5x minimum, 2.25x trigger for additional pledge
  • Corporate guarantees totaling ₹700 crore (₹350 crore each from two related parties)

Capital Structure Impact

  • Potential dilution through enforcement of pledge on promoter shares if defaults occur
  • Possible loss of control over subsidiaries if pledge on subsidiary shares is enforced
  • No immediate equity dilution from the NCD issuance

Documents Available for Inspection

  • All documents referred to in the Notice and Explanatory Statement
  • Available at Corporate Office during working hours (10:00 AM to 12:00 Noon)
  • Also available on company website: https://www.fischermv.com