Notes to Accounts of Sylph Technologies Ltd.

Mar 31, 2014

1. General Information

The Registered Office of the company is situated at ST-4, Press House, 22 Press Complex, A.B Road, Indore.

Sylph is a leading software technology company in India, providing software development services & solutions with services such as outsourcing software development, web development, product development, strategy consulting, offshore software development, e-commerce for web and mobile enablement. We have a deep domain expertise, which we leverage to provide high quality solutions and services.

The Company has acquired rights for the Publication of a 25 year old Newspaper. Test run has been done and commercial operations started during the year.

2. (i) Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder is eligible for one vote per share held. In the event liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(ii) Preferential Allotment of convertible warrants : During the year company has issued Equity Warrants on Preferential basis to Non Promoters of Rs. 162.50 Lacs and to Promoter of Rs. 13.85 lacs.

3. Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, and notified under the Company''s Accounting Standard Rules, 2006 the names of the Related Parties and the relevant disclosure is as under: a) Name of the related party and description if relationship :

1 Key Managerial Persons

1. Rajesh Jain

2. Shantilal Jain

2 Relative of Key Managerial Persons

1. Jayshri Jain

4. Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

5. Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

6. In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

7. Segment Reporting a) Business Segment :

(i) The segment reporting policies complies with the accounting policies adopted for preparation and presentation of financial statements of the company and in conformity with accounting standard-17 on segment reporting issued by ICAI.

(ii) The company operates in segments namely software development and share trading, News Paper Printing & Publishing During the period the company has operated only in segments i.e. software development News Paper Printing & Publishing. Hence the entire revenue and expenses pertains to this segment.

8. Contingent Liabilities & Commitments

Corporate guarantee given on behalf of Company Nil Nil

Any other contingent liability Nil Nil

9. These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current year. Figures have been rounded off to the nearest Rupee.

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Mar 31, 2013

General Information

Sylph is a leading software technology company in India, providing software development services & solutions with services such as outsourcing software development, web development, product development, strategy consulting, o fshore software development, e-commerce fo r web and mobile enablement. We have a deep domain expertise, which we leverage to provide high quality solutions and services.

The Company has acquired rights fo r the Publication of a 25 year old Newspaper. Test run has been done and commercial operations will start during the coming year.

1(i) Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. 3(iii) Convertible warrants : The amount of Rs.3489500 was outstanding on account of application money of Rs.2.50 per warrants out of which Company had a lloted 395800 warrants to Mr.Ghayansham Soni & 1000000 warrants to Mr.D.K.Agrawal. Against these outstanding convertible warrants of Mr.Ghanshyam Soni (395800) and Mr. D.K.Agarwal (1000000) the allotment money have been received before 30th June, 2012 and Shares have been a lloted on 2nd July, 2012.

2 Related Party Disclosures

In accordance with accounting standard 18 “ Related Party Disclosure” issued by the Institute of Chartered Accountant of India, and notified under the Company''s Accounting Standard Rules, 2006 the names of the Related Parties and the relevant disclosure is as under: a) Name of the related party and description if relationship :

1 Key Managerial Persons

1. Rajesh Jain

2. Shantilal Jain

2 Relative of Ke y Managerial Persons 1. Jayshree Jain

3 tandard 28 “ Impairment of Assets” issued by the Institute of Chartered he company has reviewed its carrying cost of assets with value in use ure earnings ) and Net realizable value on an approximate basis. Based on ment is of the view that in the current financial year, Provision fo r impairment ed necessary.

4 er the head Current Assets, Loan & Advances, as well as Current Liabilities on / reconciliation.

5 agement, the value on realization of loans and advances, and other current al to the amounts stated in the books of accounts, if realized in the ordinary

6 a) olicies complies with the accounting policies adopted fo r preparation and tatements of the company and in conformity with accounting standard-17 ed by ICAI.

b) Geographical Segment:

Since all the operations of the Company are conducted within India as such there is no separate reportable geographical segment.

7 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current year. Figures have been rounded of to the nearest Rupee.

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Mar 31, 2012

Note - 1

General Information

The Registered Office of the company is situated at ST-4, Press House, 22 Press Complex, A.B Road, Indore.

Sylph is a leading software technology company in India, providing software development services & solutions with services such as outsourcing software development, web development, product development, strategy consulting, offshore software development, e-commerce for web and mobile enablement. We have a deep domain expertise, which we leverage to provide high quality solutions and services.

2(ii) Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

3(iii) Convertible warrants : The amount of Rs.3489500 is outstanding on account of application money of Rs.2.50 per warrants out of warrants 395800 warrants to Mr.Ghayansham Soni & 1000000 warrants allotted to Mr.D.K.Agrawal.The company has issued and allotted 3000000 (thirty lakhs) convertible warrants on 04TH January,2011.at a price of Rs.10.each/-to Non-promoters individuals on preferential basis. The holders are entitled to exercise their option to convert the same into fully paid equity shares of 10 Rs.each/- per share at any time within the period of 18th months from the date of allotement.Out of which outstanding convertible warrants of Mr.Ghanshyam Soni is 395800 and 1000000 outstanding convertible warrants of Mr. D.K Agrarwal allotment money have been received before 30th june,2012.The company has converted 235000 convertible warrants at premium Rs. 2.60/- to promoters and 1604200 convertible warrants at par Rs 10/- at par to non promoters on 30th July, 2011 and 22nd March, 2012 respectively.

4 Related Party Disclosures

In accordance with accounting standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountant of India, and notified under the Company's Accounting Standard Rules, 2006 the names of the Related Parties and the relevant disclosure is as under:

a) Name of the related party and description if relationship :

1 Key Managerial Persons

1. Rajesh Jain

2. Jayshri Jain

2 Relative of Key Managerial Persons

1. Jayshri Jain

5 Pursuant to accounting standard 28 " Impairment of Assets" issued by the Institute of Chartered Accountants of India, the company has reviewed its carrying cost of assets with value in use (determined based on future earnings ) and Net realizable value on an approximate basis. Based on such review, the management is of the view that in the current financial year, Provision for impairment of assets is not considered necessary.

6 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities are subject to confirmation / reconciliation.

7 In the opinion of the Management, the value on realization of loans and advances, and other current assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary course of the business.

8 Segment Reporting a) Business Segment :

The segment reporting policies complies with the accounting policies adopted for preparation and presentation of financial statements of the company and in conformity with accounting standard-17 on segment reporting issued by ICAI.

b) The company operates in two segments namely software development and share trading. During the period the company has operated only in one segment i.e. software development. Hence the entire revenue and expenses pertains to this segment.

c) The assets and liabilities are also represent one segment i.e. software development only.

9 These financial statements have been prepared in the format prescribed by the revised Schedule VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee.

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Jun 30, 2010

1. Segment Reporting

a) Segment accounting policies

The segment reporting policies complies with the accounting policies adopted for preparation and presentation of financial statements of the company and in conformity with accounting standard-17 on segment reporting issued by ICAI.

b) The company operates in two segments namely software development and share trading. During the period the company has operated only in one segment i.e. software development. Hence the entire revenue and expenses pertains to this segment.

c) The assets and liabilities are also represent one segment i.e. software development only.

2. Related party disclosures:

The company has not transacted with any related party during the year except interest free loan taken from Mr. Rajesh Jain Director, balance as at 30.06.2010 is Rs. 43,21,000, (previous year Rs. 15,16,000).

3. CIF value of imports

The company has not made any imports during the period. (Previous year NIL)

4. Expenditure in foreign currency:

The company has not made any expenditure in foreign currency during the period. (Previous year NIL)

5. Earnings in foreign currency:

The company has made earnings in foreign currency of US $21607 during the year. (Previous year $39,153.71)

6. Dividend remittance in foreign currency

The company has not made any payment of dividend in foreign currency during the year (Previous year NIL)

7. Capital commitments and contingents liabilities:

(a) Estimated amount of contracts remaining to be executed on capital account and not provided in the books of accounts is NIL. (Previous year NIL)

(b) The company does not have any contingent liabilities at the end of the period. (Previous year NIL)

8. Previous year figure have been regrouped / reclassified wherever necessary to make them comparable with the current period.