To

The Members

First Fintec Limited

Mumbai-400 071.

Your Directors are pleased to present in this AGM their 25th Annual Report together with the Audited Accounts of the Company highlighting the business operations and nancial results for the year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The nancial performance of the Company for the year ended March 31, 2025, is summarized below:

PERFORMANCE AND BUSINESS REVIEW:

During the year under review, Company has achieved the turnover of Rs.22.16 Million and Loss of Rs. 0.94 Million as against turnover of Rs.23.46 Million and loss of Rs. 1.92 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, a ecting the nancial position of your Company which have occurred between the end of nancial 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 o erings 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 de nitely come out of all the current hurdles with ying colors as the company is expected to overcome all the challenges with ying colors.

The scepter 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 bene t 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 o ce.

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 re ect 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 nancial year and it stands at Rs. 10,40,27,550 comprising of 1,04,02,755 equity shares of 10 each as of March 31, 2025.

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, con rm 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 nancial year and of the pro t of the Company for that period.

3. The directors had taken proper and su cient 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 nancial controls to be followed by the Company and such internal nancial controls are adequate and operating e ectively.

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 e ectively.

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, e ectiveness 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, e ectiveness 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. rst ntec.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 25th Annual General Meeting and being eligible o ered herself for re-appointment, and her appointment is being consented by 25th AGM.

Mr.Rajan Pillai and Mr. Shailesh Pethe have completed their second term of 5 (Five) years as Independent Directors and they ceased as Independent Directors of the Company at the close of Annual General Meeting held on September 30, 2024.

Mr. Abhishek Kotulkar and Mr. V.S.R.Sastry have been appointed as Independent Directors at the Annual General Meeting held on September 30, 2024.

Mrs. Philby Phillip resigned as Company Secretary w.e.f. 31st January 2025 and Mrs. Deepshika Agrawal was appointed as Company Secretary w.e.f. 31st January 2025.

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

Mrs. Leena Vivek has tendered resignation as director of the Company and will hold the o ce till the conclusion of forthcoming AGM. Mrs. Urrinkala Saritha has been appointed as Independent Director w.e.f. the of ensuing AGM, which is scheduled to be held on September 29, 2025.

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 30/05/2024, 14/08/2024, 14/11/2024 and 14/02/2025 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 ow of information between the Company Management and the Board that is necessary for the Board to e ectively and reasonably perform their duties.

ANNUAL RETURN:

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. rst ntec.com/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

STATUTORY AUDITOR

M/s JMT & Associates, Chartered Accountants are re-appointed as Statutory Auditors for the nancial years 2025-26 and 2026-27. The Statutory Auditors have con rmed their eligibility under Sec. 141 of the Companies Act 2013 and have also expressed their willingness to be re-appointed as statutory auditors of the Company.

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

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

STATUTORY AUDITORS' REPORT

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

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. Shivam Agrawal, 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 quali cations, reservations or adverse remarks given by Secretarial Auditors of the Company

MATERIAL CHANGES AND COMMITMENTS

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

No material changes and commitments a ecting the nancial position of the Company occurred between the end of the nancial year to which this nancial 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 signi cant 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/SUBSIDIARIES/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 nancial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments as speci ed 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 o 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 e ectiveness. The audit committee has additional oversight in the area of nancial risks and controls. Major risks identi ed 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 signi cant 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 e ective and e cient 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 e ectiveness of all internal control systems and suggest improvements. Signi cant 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 bene ts 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. rst ntec.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. rst ntec.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. rst ntec.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 con rm 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 led during the nancial year; Nil

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

3. number of complaints pending as at the end of the nancial year: Nil

FIXED DEPOSITS:

During the nancial year 2024-25, 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 e ectiveness of the Board/Director(s) for the nancial year 2024-25.

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 con rm that:

(a) in the preparation of the annual accounts for the nancial year ended 31st March 2025, 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 a airs of your Company as of 31st March 2025 and of the pro t and loss of the Company for the nancial year ended 31st March 2025;

(c) proper and su cient 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 nancial controls laid down by the Directors were followed by the Company and that such internal nancial controls are adequate and were operating e ectively; 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 e ectively.

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. rst ntec.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 con rmed 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 e cient 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 2015and have certi ed the compliance, as required under SEBI (LODR) Regulations 2015.

A separate report on Corporate Governance in Annexure V is provided together with a Certi cate 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 Certi cate of the CFO of the Company in terms of regulation 17(8) of the SEBI (LODR) Regulations 2015, inter alia, con rming the correctness of the nancial statements and cash ow 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 2024-25 and a Certi cate 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 speci ed u/s 197. The Company does not have any employees of the category speci ed 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 signi cant / 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 di erential 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 e ciency,

(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 performance achieved by them.