Directors Report of First Fintec Ltd.

Mar 31, 2024

Your Directors are pleased to present in this AGM their 24th Annual Report together with the Audited Accounts of the Company
highlighting the business operations and financial results for the year ended March 31,2024.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended March 31,2024, is summarized below:

Particulars	Year ended 31.03.24 (Amt. in Rs)	Year ended 31.03.23 (Amt. in Rs)
Net Sales / Interest Earned / Operating Income	23,469,518	58,261,768
Total Expenditure	14,757,537	55,210,338
Profit/Loss Before Depreciation, Taxes and Extra ordinary Items	87,11,981	30,51,430
Depreciation	11,352,687	21,715,483
Profit/Loss Before Taxes and Extra ordinary Items	(2,640,706)	(18,664,053)
Extra Ordinary Items / Capital Loss	0	0
Profit Before Taxes	(2,640,706)	(18,664,053)
Provision For Taxation:
(i) Current Tax	0	0
(ii) Deferred Tax	(714,,881)	(2,143,176)
(iii) Earlier years provisions w/off	0	0
Net Profit/(Loss) after Tax	(1,925,825)	(16,520,877)
Equity Share Capital	104,027,550	104,027,550

PERFORMANCE AND BUSINESS REVIEW:

During the year under review, Company has achieved the turnover of Rs.23.46 Million and Loss of Rs. 1.92 Million as against
turnover of Rs. 58.26 Million and loss of Rs. 16.52 Million respectively for the corresponding previous year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of your Company which have
occurred between the end of financial year of the Company to which the Financial Statements relate and date of this Report. The
company has a transparent disclosure announcement mechanism in place as and when such changes occur.

DIVIDEND:

Your Directors do not recommend any dividend due to losses during the year under review.

BUSINESS OUTLOOK, ECONOMIC & REGULATORY SCENARIO AND OPPORTUNITIES:

The company is exploring various strategic initiatives to strengthen its operations in order to enhance its performance. Due to the
COVID-19 and its impact on Edtec''s operations due to the closure of schools, the company''s operations have been adversely
impacted. This is due to the fact that the company has reframed its focus in its business offerings during these challenging times,
and the company''s main focus is on Fintec and Edtec solutions during these times. As the business scenario is gradually and
steadily improving in the Post Covid 19 scenario, we are of the opinion that the Company will definitely come out of all the current
hurdles with flying colors as the company is expected to overcome all the challenges with flying colors.

The chapter of uncertainty continues to cast its shadow resulting in a lack of predictability about how demand will pan out. We
astutely monitor the developments through constant dialogue with our customers to help us modulate how we use our resources to
invest in addressing the growth opportunities expected as normalcy returns. We have extended all help possible from a
humanitarian lens to ensure our employees benefit from working in a safe environment and providing precautionary measures,

including vaccinations. Our Emergency Response Team remains vigil and has ensured that we are ready for any contingency; be it
work from any location - home or office.

Your Directors are of the opinion that there is a need to remain cognizant of the looming uncertainty. Keeping this in mind, we have
strengthened our business on multiple fronts, including infrastructure to enable remote delivery of work and security by bolstering
our digital infrastructure. Our people practices & policies reflect the changed dynamic and have evolved to engage & motivate our
widely dispersed talent pool who take pride in the fact that they are with an upcoming company.

SHARE CAPITAL:

The present authorized share capital of your Company stands at Rs. 25,00,00,000 comprising of 2,50,00,000 equity shares of face
value of 10 each.

There is no change in the issued, subscribed and paid-up capital of the Company in this financial year and it stands at Rs.
10,40,27,550 comprising of 1,04,02,755 equity shares of Rs. 10 each per share as of March 31,2024.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm
that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material
departures.

2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent to give a true and fair view of the situation of the Company at the end of the financial year and of the
profit of the Company for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

4. The directors had prepared the annual accounts on a going concern basis.

5. The directors had laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively.

6. 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.

MEETINGS OF THE BOARD & COMMITTEES:

Details of the meetings of the board and board Committees, given in corporate governance report, which forms part of this report.
BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees and Individual directors
pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board
of India (“SEBI”) under regulation 27 of the SEBI(LODR) Regulations 2015.The performance of the Board was evaluated by the
Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board
after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of
committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual
directors based on the criteria such as the contribution of the individual directors to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the
Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole
and performance of the Chairman was evaluated, considering the views of executive directors and non-executive directors. The
same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the
Board, its committees and individual directors was also discussed.

1. Observations of Board evaluation carried out for the year: Nil.

2. Previous Years observations and actions taken: Nil.

3. Proposed actions based current year Observations: Nil

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on director''s appointment and remuneration and other matters provided in Section 178(3) of the Act has
been disclosed in the corporate governance report, which forms part of the director''s report.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

In terms with Section 149 (7) of the Companies Act, 2013, All the Independent Directors of the Company have declared that they
meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and sEbI (LODR) regulations,
2015.Hence that there is no change in status of Independence. The web link where details of familiarization programs imparted to
Independent Directors: https://www.firstfintec.com/.

DIRECTORS and KEY MANAGERIAL PERSONNEL CHANGES DURING THE FINANCIAL YEAR:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association Dr.(Mrs.)
Leena Vivek, Director retired by rotation at the 24th Annual General Meeting and being eligible offered herself for re-appointment,
and her appointment had been consented by 24th AGM.

Mr. Sailesh Pethe and Mr. Rajan Pillai completes their second term of 5 years also as independent directors and they will hold their
offices as independent directors till the conclusion of forthcoming AGM. The Board placed on record its deep appreciation of the
contributions made by Mr. Sailesh Pethe and Mr. Rajan Pillai during their tenure as independent directors of the Company and
wished them all success in their future career endeavour.

M/s RPSP & Associates, Chartered Accountants with Ms. Radhika Prabhu as Partner were appointed as Internal Auditors of the
Company w.e.f. from the date of forthcoming AGM in addition to M/s. JBRK & Co., Chartered Accountants with Mr. Ranganath
Parankusam as Partner who were appointed as Internal Auditors of the Company w.e.f. 30th May 2022.

Mr. Ajaykumar Vishwakarma resigned as Company Secretary w.e.f. 15th May, 2023 and Mrs. Philby Phillip was appointed as
Company Secretary w.e.f. 16th May, 2023.

Ms. G.A.Aarti has been Manager of the company with effect from September 29, 2021.

Mr. Abhishek Kotulkar and Mr. V. S. R. Sastri have been appointed as Independent Directors with effectt from the date of ensuing
AGM, which is schedule to be held on September 30th , 2024.

Pursuant to Section 149(7) of the Act the Company has received declaration of Independence from all the Independent Directors as
stipulated under section 149(6).

INDEPENDENT DIRECTORS MEETING:

During the year under review, four meetings of independent directors were held on 30/05/2023, 14/08/2023, 14/11/2023 and
14/02/2024 in compliance with the requirements of Schedule IV of the Companies Act, 2013. The Independent Directors at the
meeting, inter alia, reviewed the Performance of Non- Independent Directors and Board as a whole. Performance of the
Chairperson of the Company, considering the views of the Chairman and Non-Executive Directors and Assessed the quality,
quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

ANNUALRETURN:

Pursuant toSection-92 read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the
Company''s website on https://www.firstfintec.com/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which
forms part of this report.

AUDITORS AND AUDITORS'' REPORT:

STATUTORY AUDITOR

M/s JMT & Associates, Chartered Accountants are appointed as Statutory Auditors in the place of the casual vacancy arisen from
the existing statutory auditors of the company for the financial years 2024-2025. The Statutory Auditors have confirmed their
eligibility under Sec. 141 of the Companies Act 2013 and have also expressed their willingness to be appointed as statutory
auditors of the Company. Whereas, for the Financial Year M/s RPSP & Associates, Chartered Accountants are the outgoing
auditors.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May 2018 by the Ministry of Corporate Affairs, the
appointment of Statutory Auditors M/s JMT & Associates, Chartered Accountants is not required to be ratified at every Annual
General Meeting.

STATUTORY AUDITORS'' REPORT

M/s RPSP & Associates, Chartered Accountants with Ms.Radhika Prabhu as Partner in network with M/s JMT & Associates,
Chartered Accountants with Mr. Arun Jain as Partner have provided their Audited Accounts along with the Reports, There are no
qualifications, reservations or adverse remarks made by the Statutory Auditors, in their Report. The Statutory Auditors of the
Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or reenactment(s) for the time being in force).

The Report given by the Auditors on the financial statement of the Company is part of this Report.

COST AUDITOR

Cost Audit is not applicable to the Company
SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mohd. Akram, partner of DM & Associates Company
Secretaries LLP to conduct the Secretarial Audit of your Company.

SECRETARIAL AUDITORS REPORT

The detailed report on the Secretarial Audit in Form MR- 3 is appended as an Annexure III to this Report. There are no
qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company

MATERIAL CHANGES AND COMMITMENTS

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of
the financial year of the company to which the financial statements relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial
year to which this financial statements relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going
concern status of the Company.

INFORMATION REGARDING JOINT VENTURES/SUBSI DIARIES/ASSOCIATES

The company has no Joint Ventures/Subsidiaries/Associates.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed Management Discussion and Analysis forms part of this annual report, which is attached to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 124 of the companies Act, 2013, the declared dividends which remained unpaid or unclaimed
for a period of seven years, must be transferred by the company to the Investor Education and Protection Fund (IEPF) established
by the Central Government.

TRANSFER TO RESERVES:

There has been no transfer to reserves out of the amount available for appropriation. Details of the amount forming part of the
reserve are part of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments as specified under Section 186 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year under review.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no Subsidiary / Joint Ventures / Associate Companies.

RELATED PARTY TRANSACTIONS:

There are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial
Personnel. All transactions entered with Related Parties for the year under review were on an arm''s length basis and in the ordinary
course of business and the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not
attractive. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.

EXTRACT OF ANNUAL RETURN:

The provisions of section 134 of Companies Act, 2013 were amended vide Companies Amendment Act, 2017 and the said
amendment was brought in force w.e.f. 31st July 2018. Accordingly, the requirement of attaching the extract of Annual Return, in
format MGT -9 with the Directors Report has been dispensed off and the same needs to be posted on the Company''s website, if
any, and a link is to be given to the Directors Report. The Company will post the same on its website.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) are not applicable to your Company during the
year under review.

RISK MANAGEMENT:

The Board of the Company has formed a risk management committee to continuously monitoror, frame, implement and monitor the
risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and
implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this
report.

The company has implemented an integrated risk management approach through which it reviews and assesses significant risks
on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place.

INTERNAL CONTROL SYSTEM and THEIR ADEQUACY:

The Company''s internal control system is designed and framed to ensure day-to-day effective and efficient operations and
compliance of laws and regulations. An alert internal audit group monitors the systems and processes. The prime objective of this
audit is to test the adequacy and effectiveness of all internal control systems and suggest improvements. Significant issues are
brought to the attention of the audit committee for periodical review. Hence, they are considered to be adequate in commensuration
with the size of your company.

HUMAN RESOURCES:

In any organization communication with employees is a key determinant factor of success. Your company believes that employees
are the most valued assets for the success and growth of the Company. Your Company has implemented internet network for
communication between management and employees for enhanced accessibility and transparency. The company has also
initiated many morale building programs to strengthen their self-belief which further benefits the Company.

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction,
retention, and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company established the Whistle Blower Policy for directors and employees to report concerns about un-ethical behavior,
actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The details are reported in Report on
corporate Governance which forms part of this Report as Annexure, and the policy shall be available at https://www.firstfintec.com/

Code of conduct or ethics policy. The details are reported in report on corporate governance which forms part of this report as
Annexure, and the policy is available on https://www.firstfintec.com/

Your Company has adopted a Whistle Blower Policy and established Vigil Mechanism in line with the requirements under the Act
and Listing Regulations for the employees and other stakeholders to report concerns about unethical behavior, actual or suspected
fraud or violation of the Code. The Whistle Blower Policy is available at www.firstfintec.com

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per
Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances., which also
incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising
senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated
telephone line or a letter to the member of Audit committee or to the Chairman of the Audit Committee.

During the year, your Company has not received any complaints under the said mechanism.

SEXUAL HARASSMENT REDRESSAL COMMITTEE:

Your Company has put in place the applicable provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors confirm that the company has adopted a policy regarding the prevention of sexual harassment of women at
workplace and has constituted Internal Complaints Committees (ICC) as per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (''Act'') and Rules made there under, your Company.

1. number of complaints filed during the financial year; Nil

2. number of complaints disposed of during the financial year; Nil

3. number of complaints pending as at the end of the financial year: Nil
FIXED DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the
Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and as per the requirements of the Listing
Agreement with the Stock Exchange, the Board of Directors on recommendation of the Nomination and Remuneration Committee,
have evaluated the effectiveness of the Board/Director(s) for the financial year 2023-24.

The Nomination & Remuneration Committee has laid down the evaluation framework for assessing the performance of
Directors comprising of the following key areas:

• Attendance in meetings of the Board and its Committees.

• Quality of contribution to Board deliberations.

• Strategic perspectives or inputs regarding future growth of Company and its performance.

• Providing perspectives and feedback going beyond information provided by the management.

• Commitment to shareholder and other stakeholder interests.

STATEMENT RE-ITERATION OF DIRECTORS'' RESPONSIBILITY:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards,
and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have 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 your Company as of 31st March 2024 and
of the profit and loss of the Company for the financial year ended 31st March 2024;

(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were
adequate and operating effectively.

MEETINGS OF THE BOARD, INDEPENDENCE, AND ITS COMMITTEES:

The details of (a) the meetings of the Board and its Committees held during the year; and (b) composition and terms of reference of
the Committees are detailed in the Corporate Governance Report forming part of this Report.

CODE OF CONDUCT:

The Board has approved a Business Code of Conduct (Code) which is applicable to the Members of the Board and insiders. The
Code has been posted on the Company''s website www.firstfintec.com. The Code lays down the standard of conduct which is
expected to be followed by the insiders in their business dealings and in particular on matters relating to integrity in the workplace, in
business practices and in dealing with stakeholders. Your Directors and Senior Management have confirmed compliance with the
Code.

CORPORATE GOVERNANCE:

Your Company''s management has placed Corporate Governance as one of their topmost priorities. Your Company''s philosophy on
Corporate Governance envisages attainment of highest level of transparency, accountability, and fairness in respect of its
operations and achievement of highest internal standards in Corporate Governance and believes that the initiatives on Corporate
Governance will assist the management in the efficient conduct of the business and in meeting its responsibilities to all its
stakeholders.

Your Directors are pleased to inform you that your Company has implemented all the stipulations prescribed under regulation 27 of
the SEBI (LODR) Regulations 2015. The Statutory Auditors of the Company have examined the requirements of the Corporate
Governance with reference to SEBI (LODR) Regulations 2015 and have certified the compliance, as required under SEBI (LODR)
Regulations 2015.

A separate report on Corporate Governance in Annexure V is provided together with a Certificate from the Statutory Auditors of the
Company regarding compliance of conditions of Corporate Governance as stipulated regulation 27 of the SEBI (LODR)
Regulations 2015. A Certificate of the CFO of the Company in terms of regulation 17(8) of the SEBI (LODR) Regulations 2015, inter
alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures
and reporting of matters to the Audit Committee, is also annexed.

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements
of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2023-24 and a
Certificate from the Practicing Company Secretaries of the Company are furnished which form part of this Annual Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES:

The managerial remuneration to Directors, Key Managerial Persons and Managers did not exceed the limit as specified u/s 197.
The Company does not have any employees of the category specified Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of
your Company and its operations in future.

GENERAL:

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

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

Your company''s operations do not involve large-scale use of energy. The disclosure of particulars under this head is not applicable
as your company operates in the service sector. Although your company is not a large-scale energy user, acknowledges, the
concept of conservation of energy. Your company has received foreign exchange during the year under review.

Your company continues to work on reducing carbon footprint and all type of pollutions in all its operating areas of business through
all possible initiatives like:

(a) Green infrastructure,

(b) Operational energy efficiency,

(C) Reducing Power consumption

(D) Decreasing consumption of fossil fuels
TECHNOLOGY ABSORPTION, ADAPTION, AND INNOVATION

The Company continues to use the latest technologies for improving the productivity and quality of its services in all its areas
wherever is possible to the company and strive to achieve optimal utilization of resources there by increasing the productivity.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation and sincere thanks to all the shareholders, customers, bankers,
Central and State Government for the contribution made and support provided to the Company during the year under report. Your
Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation for the
good p7rformance achieved by them.

For and on behalf of Board of Directors

Sd/- Rajan Pillai
Chairman, Board of Directors

Regd. Office:

302, The Bureau Chambers,

Above State Bank of India,

Chembur, Mumbai - 400071
Maharashtra

Place: Mumbai.

Date: 29th August 2024

---

Mar 31, 2015

Dear members,

The Directors are pleased to present their 15th Annual Report together with the Audited Accounts of the Company highlighting the business operations and financial results for the year ended March 31, 2015.

A) FINANCIAL RESULTS :

The financial performance of the Company for the year ended March 31, 2015 is summarized below:

Sr. Particulars Year ended Year ended No. 31.03.15 31.03.14 (Amt. in Rs) (Amt. in Rs)

1 Net Sales / Interest Earned / Operating Income 283,707,241 458,564,755

2 Total Expenditure 255,180,498 470,873,865

3 Profit/Loss Before Depreciation, Taxes and Extra ordinary Items 28,526,743 (12,309,110)

4 Depreciation 31,994,643 44,094,798

5 Profit/Loss Before Taxes and Extra ordinary Items (7,094,766) (56,403,908)

6 Extra Ordinary Items / Capital Loss (15,424,191) (1,608,161)

7 Profit Before Taxes (22,518,956) (58,012,069)

8 Provision For Taxation (4,532,968) (5,117,507)

9 Net Profit/(Loss) after Tax (17,985,988) (52,894,562)

10 Appropriations

Interim Dividend - -

Proposed Dividend - -

Corporate Tax on Dividend - -

11 Equity Share Capital 104,027,550 104,027,550

B) DIRECTORS

In accordance with the Provision of companies Act, 1956 and Articles of Association of the Company, the Directors of the company are as under.

Name of the Director Designation

Dr. Vivek Hebbar Chairman

Dr. Sriram Kumar Managing Director

Mr. Rajan V. Pillai Non Executive Director

Mr. Sailesh Pethe Non Executive Director

Mr. N. Shiva Non Executive Director

Dr. (Mrs.) Leena Vivek Non Executive Director

Mr. Jagadish B Non Executive Director

C) AUDITORS:

M/s. JBRK & Co, Chartered Accountants, who were appointed as the Statutory Auditors of the company by the Members at their previous Annual General Meeting (AGM) shall be retiring on the conclusion of the ensuing AGM and are eligible for re-appointment. Members are requested to consider their re-appointment from the conclusion of ensuing Annual General Meeting (AGM) upto the conclusion of the next Annual General Meeting.

D) Information on conservation of Energy, Technology absorption and Foreign Exchange earnings/out goings.

Your company's operations does not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your company operates in the service sector. Although your company is not a large scale energy user, acknowledges, the concept of conservation of energy. Your company has received foreign exchange during the year under review.

E) Particulars of Employees:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of

Employees) Rules, 1975 as amended, during the year under review the remuneration of each employee of your company are within the prescribed limits.

F) Listing Fees:

All the compliances including payment of annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited, where your Company's shares are listed, within the stipulated time.

G) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits from the public and as on 31st March, 2015, the Company had no unclaimed deposits or interest thereon due to any depositor.

H) CORPORATE SOCIAL RESPONSIBILITY:

Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR Policy.

CORPORATE GOVERNANCE:

Your Company's management has placed Corporate Governance as one of their top most priority. Your Company's philosophy on Corporate Governance envisages attainment of highest level of transparency, accountability and fairness in respect of its operations and achievement of highest internal standards in Corporate Governance and believes that the initiatives on Corporate Governance will assist the management in the efficient conduct of the business and in meeting its responsibilities to all its stakeholders

Your company has complied with the provision of Clause 49 of the Listing Agreement relating to Corporate Governance. A report of the Corporate Governance, along with the certificate of compliance from the Auditors forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the period under review.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

4. They have prepared the accounts for the period ended 31st March 2015 on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation and sincere thanks to all the shareholders, customers, bankers, Central and State Government for the contribution made and support provided to the Company during the year under report. Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation for the good performance achieved by them.

For and on behalf of Board of Directors

Regd Office: Dr.Vivek Hebbar 302, The Bureau Chambers, Chairman, Board of Directors Above State Bank of Patiala, Chembur, Mumbai - 400071 Maharashtra

Place: Mumbai. Date: 16th July, 2015

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 14th Annual Report together with the Audited Accounts of the Company highlighting the business operations and financial results for the year ended March 31, 2014.

A) FINANCIAL RESULTS :

The financial performance of the Company for the year ended March 31, 2014 is summarized below:

Sr. Particulars Year ended Year ended No. 31.03.14 31.03.13 (Amt. in Rs) (Amt. in Rs)

1 Net Sales / Interest Earned / Operating Income 458,564,755 642,212,501

2 Total Expenditure 470,873,865 570,093,617

3 Profit/Loss Before Depreciation, Taxes and Extra ordinary Items (12,309,110) 72,118,884

4 Depreciation 44,094,798 70,364,640

5 Profit/Loss Before Taxes and Extra ordinary Items (56,403,908) 1,754,245

6 Extra Ordinary Items / Capital Loss (1,608,161) -

7 Profit Before Taxes (58,012,069) 1,754,245

8 Provision For Taxation (5,117,507) (8,761)

9 Net Profit/(Loss) after Tax (52,894,562) 1,763,005

10 Appropriations

Interim Dividend - -

Proposed Dividend - -

Corporate Tax on Dividend - -

11 Equity Share Capital 104,027,550 104,027,550

B) DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, the Directors of the company are as under.

Name of the Director Designation

Dr. Vivek Hebbar Chairman

Dr. Sriram Kumar Managing Director

Mr. Rajan V. Pillai Non Executive Director

Mr. Sailesh Pethe Non Executive Director

Mr. N. Shiva Non Executive Director

Dr. Chintan Bharwada Non Executive Director

C) Auditors

M/s. JBRK & Co, Chartered Accountants, who were appointed as the Statutory Auditors of the company by the Members at their previous Annual General Meeting (AGM) shall be retiring on the conclusion of the ensuing AGM and are eligible for re-appointment. Members are requested to consider their re-appointment from the conclusion of ensuing Annual General Meeting (AGM) upto the conclusion of the next Annual General Meeting.

D) Information on conservation of Energy, Technology absorption and Foreign Exchange earnings/out goings as per section 217(1) (e) of the Companies Act, 1956.

Your company''s operations does not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your company operates in the service sector. Although your company is not a large scale energy user, acknowledges, the concept of conservation of energy. Your company has received foreign exchange during the year under review.

E) Particulars of Employees:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, during the year under review the remuneration of each employee of your company are within the prescribed limits.

F) Listing Fees:

All the compliances including payment of annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited, where your Company''s shares are listed, within the stipulated time.

G) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any fixed deposits from the public and as on 31st March, 2014, the Company had no unclaimed deposits or interest thereon due to any depositor.

CORPORATE GOVERNANCE:

The Company''s management has placed Corporate Governance as one of their top most priority. Your Company''s philosophy on Corporate Governance envisages attainment of highest level of transparency, accountability and fairness in respect of its operations and achievement of highest internal standards in Corporate Governance and believes that the initiatives on Corporate Governance will assist the management in the efficient conduct of the business and in meeting its responsibilities to all its stakeholders

Your company has complied with the provision of Clause 49 of the Listing Agreement relating to Corporate Governance. A report of the Corporate Governance, along with the certificate of compliance from the Auditors forms part of this Annual Report.

DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement of section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that;

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the period under review.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

4. They have prepared the accounts for the period ended 31st March 2014 on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation and sincere thanks to all the shareholders, customers, bankers, Central and State Government for the contribution made and support provided to the Company during the year under report. Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation for the good performance achieved by them.

For and on behalf of Board of Directors

Regd Office: Dr.Vivek Hebbar 302, The Bureau Chambers, Chairman, Board of Directors Above State Bank of Patiala, Chembur, Mumbai - 400071 Maharashtra

Place: Mumbai. Date: 28th July, 2014

---

Mar 31, 2013

Dear Shareholder,

The Directors are pleased to present their 13th Annual Report together with the Audited Accounts of the Company highlighting the business operations and financial results for the year ended March 31, 2013.

A) FINANCIAL RESULTS :

The financial performance of the Company for the year ended March 31, 2013 is summarized below:

Sr. No. Particulars Year ended Year ended 31.03.13 31.03.12 (Amt. in Rs) (Amt. in Rs)

1 Net Sales / Interest Earned / Operating Income 642,212,501 642,566,584

2 Total Expenditure 570,093,617 557,787,111

3 Profit/Loss Before Depreciation, Taxes and Extra ordinary Items 72,118,884 84,779,472

4 Depreciation 70,364,640 78,835,869

5 Profit/Loss Before Taxes and Extra ordinary Items 1,754,245 5,943,603

6 Profit Before Taxes 1,754,245 4,928,783

7 Provision For Taxation (8761) 7,043,976

8 Net Profit/(Loss) after Tax 1,763,005 (2,115,193)

9 Appropriations

Interim Dividend

Proposed Dividend 1,560,413

Corporate Tax on Dividend 253,177

10 Equity Share Capital 104,027,550 104,027,550

B) DIRECTORS:

In accordance with the Provision of companies Act, 1956 and Articles of Association of the Company, the Directors of the company are as under.

Name of the Director Designation

Dr. Vivek Hebbar Chairman

Dr. Sriram Kumar Managing Director

Mr. N. Iyer Whole-time Director

Mr. Shailesh Pethe Non Executive Director

Mr. N. Shiva Non Executive Director

Mr. Rajan V. Pillai Non Executive Director

C) AUDITORS:

M/s. JBRK & Co, Chartered Accountants, who were appointed as the Statutory Auditors of the company by the Members at their previous Annual General Meeting (AGM) shall be retiring on the conclusion of the ensuing AGM and are eligible for re-appointment. Members are requested to consider their re-appointment from the conclusion of ensuing Annual General Meeting (AGM) upto the conclusion of the next Annual General Meeting.

M/s DJCA & Co., Chartered Accountants, Mumbai have been appointed as Internal and Taxation Auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

D) Information on conservation of Energy, Technology absorption and Foreign Exchange earnings/out goings as per section 217(1) (e) of the companies act, 1956.

Your company''s operations does not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your company operates in the service sector. Although your company is not a large scale energy user, acknowledges, the concept of conservation of energy. Your company has received foreign exchange during the year under review.

(G) EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended, during the year under review the remuneration of each employee of your company are within the prescribed limits.

(H) LISTING FEES:

All the compliances including payment of annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited, where your Company''s shares are listed, within the s tipulated time.

CORPORATE GOVERNANCE:

Your Company''s management has placed Corporate Governance as one of their top most priority. Your Company''s philosophy on Corporate Governance envisages attainment of highest level of transparency, accountability and fairness in respect of its operations and achievement of highest internal standards in Corporate Governance and believes that the initiatives on Corporate Governance will assist the management in the efficient conduct of the business and in meeting its responsibilities to all its stakeholders

Your company has complied with the provision of Clause 49 of the Listing Agreement relating to Corporate Governance. A report of the Corporate Governance, along with th e certificate of compliance from the Auditors forms part of this Annual Report.

DIRECTORS RESPONSIBILTY STATEMENT:

As required under the companies Act. 1956 your Director wish to state that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a ffairs of the Company at the end of financial year and of the profit or loss of the Company for the period under review.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provis ions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

4. They have prepared the accounts for the period ended 31st March, 2013 on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation and sincere thanks to all the shareholders, customers, bankers, Central Government and State Governments for th e contribution made and support provided to the Company during the year under report. Your Company continues to enjoy the full cooperation of all its employees. The Directors wish to place on record their appreciation for the good performance achieved by them.

For and on behalf of Board of Directors

Regd Office: Dr.Vivek Hebbar

302, The Bureau Chambers Chairman, Board of Directors

Above State Bank of Patiala

Chembur, Mumbai – 400071 Maharashtra

Place: Mumbai.

Date: 14th August, 2013

---

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present their 11th Annual Report on the business and operation of your Company and the Audited Financial Statements for the year ended March 31, 2011.

A) Snapshot of Financial Performance

The financial performance of the Company for the year ended March 31, 2011 is summarized below:

Sr. No. Particulars Year ended Year ended 31.03.11 31.03.10 (Amt. in Rs) (Amt. in Rs)

1 Net Sales / Interest Earned / Operating Income 611,502,525 249,350,784

2 Total Expenditure 511,263,174 197,311,571

3 Profit/Loss Before Depreciation, Taxes and Extra ordinary Items 100,239,351 52,039,212

4 Depreciation 59,456,120 2,996,816

5 Profit/Loss Before Taxes and Extra ordinary Items 40,783,231 49,042,397

6 Extra Ordinary Items - Loss By Fire - 15,886,366

7 Profit Before Taxes 40,783,231 33,156,031

8 Provision For Taxation 15,069,255 10,156,383

9 Net Profit/(Loss) after Tax 25,713,976 22,999,649

10 Appropriations

Interim Dividend 1,000,551 1,914,930

Proposed Dividend - 1,000,551

Corporate Tax on Dividend 166,182 495,486

11 Profit after Appropriations 24,547,243 19,588,682

12 Equity Share Capital 104,027,550 191,492,990



B) Dividend

The company has paid a Dividend to all the Shareholders @ 0.5% on the Face Value of Rs.10/- per equity share capital of the Company during the financial year 2010-11. The total outgo on account of dividend, inclusive of dividend tax was Rs.11,66,733.

C) Share Capital

During the year under review, the company had made a preferential allotment of 8,61,720 equity shares to the Promoters, Strategic Investors and Others. The company had made this preferential allotment of equity shares to meet the diversification and expansion requirements mainly for its e-learning initiatives and setting up facilities in SEZs.

During the year under review, Firstobject has undertaken Capital Reduction/Consolidation exercise and also amalgamated M/s. Pre School Analytics Pvt Ltd with itself through requisite Hon'ble High court and Other Applicable Approvals.

The Merger of Pre School Analytics Pvt.Ltd will add substantially to the product offerings of the company as it brings products and educational content from Play School to Secondary School education level. The capital restructuring shall boost First object's financial capability as well as enhance investor wealth, enhance EPS and Return on Equity. The Scheme of Arrangement has come into effect from the Appointed Date for the Scheme, which is 1st April 2010.

D) Directors

In accordance with the Provision of companies Act, 1956 and Articles of Association of the Company, the Directors of the company are as under.

Name of the Director Designation

Dr. Vivek Hebbar Chairman

Mr. PRamnath Whole Time Director

Mr. N. Shiva Non Executive Director

Mr. Sailesh Pethe Non Executive Director

Mr. Sita Rama Sastry Non Executive Director

Mrs. Lakshmi Kameswari Associate Director & Chief Operating Officer

Mr. Sriram Kumar Associate Director & Chief Technology Officer Mr. J.Satya Surya Narayana has resigned from the position of Whole Time Director as well as Director from the Board due to his pre-occupation with effect from 14th November 2011. The Board wishes to thank him for his co-operation and contributions during the growth phase of the company.

E) Auditors

M/s. JBRK& Co, Chartered Accountants, Hyderabad appointed as Statutory Auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

M/s Sumeet & Murali, K.S.M.Krishna, Chartered Accountants, Bangalore have been appointed as Internal and Taxation Auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

F) Information on conservation of Energy, Technology absorption and Foreign Exchange earnings/out goings as per section 217(1) (e) of the companies act, 1956.

Your Company's operations does not involve large scale use of energy. The disclosure of particulars under this head is not applicable as your Company operates in the service sector. Although your company is not a large scale energy user, acknowledges, the concept of conservation of energy. Your company has received foreign exchange during the year under review.

G) Employees

Particulars Under Section 217(2A) of the Companies Act. 1956 read with the companies (Particular of Employees) Rules.1975 as amended, during the year under review the remuneration of each employee of your company are within the prescribed limits.

CORPORATE GOVERNANCE:

Your company has complied with the provision of Clause 49 of the Listing Agreement relating to Corporate Governance and believes that the initiatives on corporate governance will assist the management in the efficient conduct of the business and in meeting its obligation to all its stakeholders.

DIRECTORS RESPONSIBILTY STATEMENT:

As required under the companies Act, 1956 your Director wish to state that;

a) In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the period under review.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

d) They have prepared the accounts for the period ended 31st March 2011 on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors express sincere thanks to the Bankers of the company for their support and encouragement.

Your Directors also wish to thank all the employees for their unstinted co-operation in achieving the good performance of your company.

For and on Behalf of the Board of Directors Sd/-

Dr.Vivek Hebbar

Chairman, Board of Directors

Regd Office:

1st Floor, Swayamkrishi

SMILINE Building, No: 8-3-952/10/2 & 2/1

Srinagar Colony

Hyderabad-500 073

Place: Hyderabad Date: 22.11.2011

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Mar 31, 2010

The Directors take pleasure in presenting the 10th Annual Report together with Audited accounts for the financial year ended 31st March, 2010. The report covers all major events till the date of report.

a) REVIEW OF OPERATIONS

The standalone results of the Company for the year are furnished as follows:

Sr. Particulars Year ended Year ended

No. 31.03.10 31.03.09 (Amt. in Rs) (Amt. in Rs)

1 Sales & Other Income 249,350,784 178,905,924

2 Total Expenditure 197,311,571 147,564,825

3 Profit/Loss Before Depreciation, Taxes and Extra ordinary Items 52,039,212 31,341,099

4 Depreciation 2,996,816 17,299,326

5 Profit/Loss Before Taxes and Extra ordinary Items 49,042,396 14,041,773

6 Extra Ordinary Items - Loss By Fire 15,886,365 -

7 Profit Before Taxes 33,156,031 14,041,773

8 Provision For Taxation 10,156,383 (2,474,000)

9 Net Profit/(Loss) 22,999,649 16,515,773

10 Equity Share Capital 191,492,990 191,492,990



The Consolidated results of the Firstobject Technologies for the year are furnished as follows:

Sr. Particulars Year ended Year ended

No. 31.03.10 31.03.09 (Amt. in Rs) (Amt. in Rs)

1 Sales & Other Income 488,787,316 423,448,024

2 Total Expenditure 340,754,741 307,951,562

3 Profit/Loss Before Depreciation, Taxes and Extra ordinary Items 148,032,575 115,496,462

4 Depreciation 3,751,487 19,328,989

5 Profit/Loss Before Taxes and Extra ordinary Items 144,281,088 96,167,473

6 Extra Ordinary Items - Loss By Fire 15,886,365 -

7 Profit Before Taxes 128,394,723 96,167,473

8 Provision For Taxation 10,156,383 (2,474,000)

9 Net Profit/(Loss) 118,238,340 98,641,473

10 Equity Share Capital 191,492,990 191,492,990



During the year, a major fire broke out at our companys operational premises located at Srinagar Colony, Hyderabad due to an electric short circuit. The Company had to shift its operations to an alternative site located at Kukkatpally, Hyderabad. During the said period the work continued without any break. We are proud to say that the re-building of the facility has been completed in a record time and the facility has been once again made fully operational during the current year itself.

b) DIRECTORS:

In accordance with the Provision of Companies Act, 1956 and Articles of Association of the Company, the Directors of the Company are as under.

Name of the Director Designation

Dr. Vivek Hebbar Chairman

Mr. J. Satya Surya Narayana Whole Time Director

Mr. P.Ramnath Whole Time Director

Mr. N. Shiva Independent Director

Mr. P.Sailesh Independent Director

Mr. Sita Rama Sastry Independent Director

c) AUDITORS

M/s J.K.Agarwal & Co. Chartered Accountants, Mumbai appointed as Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting. -

M/s H. Rao & Co, Chartered Accountants, Hyderabad and M/s Sumeet & Murali, K.S.M.Krishna, Chartered Accountants, Bangalore have been appointed as Internal and Taxation Auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

d) EMPLOYEES

During the year under review none of the employees of your company were in receipt of remuneration in excess of the limits prescribed for disclosure as per section 217(2A) of the Companies Act, 1956 read with the companies (Particular of Employees) Rules. 1975 as amended from time to time.

Information on conservation of Energy, Technology absorption and Foreign Exchange earnings/out goings as per section 217(1) (e) of the Companies Act, 1956:

Your company has no activities relating to the conservation of energy and technology absorption. Your company has received foreign exchange during the year under review.

CORPORATE GOVERNANCE:

Your company has complied with the provision of Clause 49 of the Listing Agreement relating to Corporate Governance and believes that the initiatives on corporate governance will assist the management in the efficient conduct of the business and in meeting its obligation to all its stakeholders.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the Companies Act, 1956 your Director wish to state:

That in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures.

That they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit or loss of the Company for the period under review.

That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

That they have prepared the accounts for the period ended 31st March 2010 on a going concern basis.

ACKNOWLEDGEMENTS:

Your Directors express sincere thanks to the Bankers of the Company for their support and encouragement.

Your Directors also wish to thank all the employees for their unstinted co-operation in achieving the good performance of your company.

For and on Behalf of the Board of Directors

Sd/-

Dr.Vivek Hebbar

Chairman, Board of Directors

Regd Office:

1st Floor, Swayamkrishi,

SMILINE Building, No: 8-3-952/10/2 & 2/1

Srinagar Colony,

Hyderabad-500 073

Place: Hyderabad

Date: 04.09.2010