Auditor Report of Sylph Industries Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Sylph Technologies Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement
of Cash Flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and
its loss including Other Comprehensive Income, its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the
audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current year. These matters were addressed in the context of
our audit of the financial statements as a whole.

1. Recognition and measurement of investments in shares and securities (Ind AS 109):

The Company has significant investments in shares and securities, and incurred losses during the year,
resulting in recognition of fair value changes in the Statement of Profit and Loss and Other
Comprehensive Income (Note 24). This involved significant management judgment and estimation.

2. Conversion of Warrants into Equity Shares

During the year, the option of fully convertible warrants of Rs. 12,55,83,333 (Twelve Crores Fifty-
Five Lakhs Eighty-Three Thousand Three Hundred and Thirty-Three) was exercised and 12,55,83,333
Equity Shares having Face value of Rs. 1 were allotted to the persons belonging to non-promoters,
public category.

Emphasis of Matter

We draw attention to Note 24 of the financial statements which describes that the Company has
reported significant Other Comprehensive Income/(Loss) arising out of remeasurement of its
investments. Our opinion is not modified in respect of this matter.

Other Matter

During the year, M/s BMGS & Associates, Chartered Accountants resigned as statutory auditors.

We were appointed as statutory auditors to fill the casual vacancy. Our opinion is not modified in
respect of this matter.

Responsibilities of Management and Those Charged with Governance

The Company’s Board of Directors is responsible for the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance including
Other Comprehensive Income, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records, safeguarding of assets, prevention and detection of frauds and other irregularities,
selection and application of appropriate accounting policies, making reasonable and prudent judgments
and estimates, and design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring accuracy and completeness of accounting records and relevant
disclosures.

In preparing the Standalone Financial Statements, management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so. The Company’s Board of Directors are also responsible for overseeing the Company’s financial
reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users on the basis of Standalone
Financials Statements.

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial
controls with reference to Standalone Financial Statements in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
the Standalone Financial Statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Standalone Financial Statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of Section 143(11) of the Act, we give in the
Annexure - A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as
it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2025

taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025
from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to Standalone

Financial Statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s internal financial controls with reference to
Standalone Financial Statements.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended, In our opinion and to the best of our
information and according to the explanations given to us, the remuneration paid by the Company to
its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company has not disclosed the impact of pending litigations on its financial position in its
Standalone Financial Statements. Refer Note 27 (1) Contingent Liability to the Standalone Financial
Statements.

ii. The Company did not have any long-term contracts including derivative contract for which there
were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

vi. Based on our examination, which included test checks, the Company has used accounting software
systems for maintaining its books of account for the financial year ended March 31, 2025 which have
the feature of recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transactions recorded in the software systems. Further, during the course of our audit we
did not come across any instance of the audit trail feature being tampered with and the audit trail has
been preserved by the Company as per the statutory requirements for record retention.

For F H M S V & Co.

Chartered Accountants

CA Pratik Vora
Partner

Membership No.169020
F.R.N. No. 0128276W
UDIN: 25169020BMHWVP2656
Place: - Rajkot
Date:- 30th May 2025

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Mar 31, 2024

Sylph Technologies Limited

Report on the Audit of Standalone Financial Statements

We have audited the accompanying standalone financial statements of Sylph Technologies Limited, which comprises the Balance Sheet as at 31st March, 2024 and the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its loss, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’sResponsibilities for the Audit of the Financial Statement sections of our report. We are independentof the Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder, and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour qualified opinion.

Emphasis of matter

Our opinion is not modified in respect of this matter.

Key Audit Matters

In our professional judgement there were no matters identified as Key audit matters (‘KAM’)

Information Other than the Financial Statements and Auditor’s Report

ThereonThe Company’s Board of Directors is responsible for the preparation of the other information. Theother information comprises the information included in the Company’s Annual Report but does notinclude the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.

In connection with our audit of the financial statement, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained during the course of our audit or otherwiseappears to be materially misstated. If based on the work we have performed, we conclude that thereis a material misstatement of this other information; we required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in Section134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financialstatements that give a true and fair view of the financial position, financial performance, changes inequity and Cash Flows of the Company in accordance with the IND AS and other accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133 of theAct. This responsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentationof the standalone financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors areresponsible for assessing the Company’s ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.Board of Directors is also responsible for overseeing the Company’s financialreporting process.

Auditor’s Responsibilities for the Audit of the Financial Statement Our

objectives are to obtain reasonable assurance about whether the standalone financialstatements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Reasonable assurance is a high-level assurance,but is not a guarantee that an audit conducted in accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whetherdue to fraud or error, design and perform audit procedures responsive to those risks, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013. We are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls with reference to financial statements inplace and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditor’s report to the related disclosures in the financialstatements or, if such disclosures are inadequate, to modify our opinion. Our conclusions arebased on the audit evidence obtained up to the date of our auditors’ report. However, futureevents or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statement that, individually or inaggregate, makes it probable that the economics decisions of a reasonably knowledgeable userof the financial statement may be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit work and in evaluating the results of ourwork; and (ii) to evaluate the effect of any identified misstatements in the financial statement.

We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence,and where applicable, related safeguards.

Report on other legal and regulatory requirements

As required by Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the CentralGovernment of India, sub-section (11) of section 143 of the Companies Act, 2013, we give in theAnnexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extentapplicable.

As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information & explanations which to the best of ourknowledge and belief were necessary for the purpose of audit.

b) In our opinion, proper books of account as required by law have been kept by the company so faras it appears from our examination of those books.

c) The Balance sheet, the Statement of Profit and Loss, Statement of changes in equity andStatement of Cash Flow dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2015 as amended.

e) On the basis of written representation received from the directors as on 31st March 2024,taken on record by the Board of Directors, none of the directors is disqualified as on 31^stMarch 2024, from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financialstatements of the Company and the operating effectiveness of such controls, refer to ourseparate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor’s Report in accordance withthe requirement of section 197(16) of the Act, as amended: e) In our opinion and to the best of our information and according to the explanations given tous, the remuneration paid by the company to its directors during the year is in accordancewith the provision of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best ofour information and according to the explanations given to us:

- The Company does not have any pending litigations

- The Company does nothave any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

- There were no amounts whichwere required to be transferred to the Investor Educationand Protection Fund by the Company.

i) The management has represented that, to the best of its knowledge and belief, nofunds have been advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),including foreign entities “Intermediaries”),with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,whether, directly or indirectly, lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

ii) The management has represented that, tothe best of its knowledge and belief,nofundshave been received by the Company from any person(s) or entity(ies), including foreign entities(“Funding Parties”), with the understanding,whether recorded in writingor otherwise, that the Company shall, whether, directly or indirectly, lender invest inother persons or entities identifiedin any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeonbehalf of the UltimateBeneficiaries.

iii) Based on such audit procedures that we considered reasonable and appropriate inthe circumstances, nothing has come to our notice that has caused us to believethatthe representations under sub-clause (i) and (ii) contain material misstatement.

- During the year the company has not declared any dividend.

For BMGS & Associate Chartered Accountants Firm Reg. No 026886N

Vaibhav Bajaj, FCA M. No. 520512

Place: New Delhi Partner

Date: 16/05/2024 UDIN: 24520512BKBESL4474

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Mar 31, 2014

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Sylph Technologies limited (the Company), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

(Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March 2014 of Sylph Technologies Limited.)

I. In the respect of Fixed Assets :

* The Company is maintaining fixed Asset register showing full particulars, including quantitative details and situation of Fixed Assets.

* The management has physically verified the fixed assets

* The Company has not disposed off any of its fixed assets during the year.

II Inventory :

During the year company does not maintain any Inventory.

III a. The company has granted unsecured loans to three companies covered in the register maintained under

section 301 of the Companies Act, 1956. The maximum amount involving during the year is Rs. 375.20/- lacs and the year end balance of loans given to such parties is Nil.

b. According to the information and explanation given to us, we are of the opinion that the rate of interest & terms and conditions of loan given by the company to parties cover under section 301 of the companies act, 1956 are prima facie not prejudicial to the interest of the company.

c. No stipulation has been made for the repayment of loans given by the company to the parties cover under section 301 of the companies act, 1956.

d. There is Nil overdue amount of loans granted to companies listed in the register maintained under section 301 of the companies act,1956.

e. The company has taken unsecured loan from one party covered in the register maintained under section 301 of the companies act, 1956. The maximum amount involved during the year is Rs. 145.70/- lacs and the year end balance of loan taken from such party were Rs. 145.70/- lacs.

f. In our opinion and according to information & explanations given to us, the loan taken by company is interest free & other terms & conditions of loan taken by the company, are not prima facie prejudicial to the interest of the company.

g. No stipulation has been made for the repayment of loans taken by the company covered in the register maintained under section 301 of Companies Act, 1956; therefore we are unable to comment on regularity of repayment of loan & interest thereon on

IV In our opinion and according to information & explanations given to us, there is adequate internal control system commensurate with the size of the company & nature of its business with regard to the purchase of inventory & fixed assets & for the sale of goods. Further on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instances of major weaknesses in the internal control system.

V a. Based on audit procedures applied by us, to the best of our knowledge & belief and according to the information & explanations given to us. We are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion and according to information & explanations given to us, transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

VII In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

VIII As informed to us and in our opinion the maintenance of cost records has not been prescribed by the Central Government U/s 209(1)(d) of the Companies Act, 1956 for any product of the company.

IX a. According to the records of the company examined by us and the information & explanations given to us, in our opinion the company is, generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investors Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, service tax Excise Duty, Wealth Tax, Custom Duty, cess and other statutory dues applicable to it. No undisputed amount payable as at 31st March 2014 for a year of more than 6 month from the date they became payable.

b. According to records of the company examined by us and the information & explanations given to us, there are no statutory dues which have not been deposited on account of dispute.

X The accumulated losses of company are not more than 50% of its net worth as at 31.03.2014. The company has not incurred any cash losses in the current year and in the immediately preceding financial year.

XI Based on our audit procedure & on the basis of information & explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to the financial institution or bank during the year. The company does not have any borrowing by way of debentures.

XII The Company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII In our opinion and according to the information & explanations given to us, the company is not a chit fund and nidhi / mutual benefit fund / society. Therefore, provisions of this clause is not applicable to the company.

XIV Based on our examination of records and the information & explanations given to us, the company has maintained proper records of the transactions & contracts in respect of dealing & trading in shares, securities, debentures and other investments and timely entries have been made. All the investments have been held by the company in its own name.

XV According to the information & explanations given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions during the year.

XVI According to the records of the company, examined by us and the information & explanations given to us, the company has not raised term loans during the year.

XVII According to the information & explanations given to us and on the basis of an overall examination of balance sheet of the company, in our opinion no funds raised by company on short term basis, have been used for long term investments.

XVIII During the year company has not made any preferential allotment of shares to parties and companies covered under register maintained under Section 301 of the Companies Act, 1956.

XIX As explained to us, during the year covered by our audit, the company has not issued any debentures.

XX The company has not raised any money through public issue during the year.

XXI According to the information & explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s M.S. DAHIYA & CO. CHARTERED ACCOUNTANTS FRN 013855C

Harsh Firoda Place : Indore (Partner) Date : 17/05/2014 M. No. 409391

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Mar 31, 2013

We have audited the accompanying financial statements of Sylph Technologies limited (‘the company), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement fo r the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible fo r the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is su ficient and appropriate to provide a basis fo r our audit opinion. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of a fairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the profit fo r the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows fo r the year ended on that date.

1. As required by the Companies (Auditor''s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary fo r the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so fa r as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

A NNEXUR E TO THE A UDITOR S'' R EPORT

(Referred to in paragraph 1 of our report of even date on the accounts fo r the year ended 31st

March 2013 of Sylp h Technolo gie s Lim ited.

I. In the respect of Fixed Assets :

-The Company is maintaining fixed Asset register showing full particulars, including quantitative details and situation of Fixed Assets.

- The management has physically verified the fixed assets

- The Company has not disposed o f any of its fixed assets during the year.

II Inventory :

During the year company does not maintain any Inventory.

III a. The company has not granted any loan secured or unsecured to companies, firms or other

parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence clause (a,b,c and d) is not applicable to the company.

b. The company has not taken any unsecured loan from parties covered in the register maintained under section 301.hence clause (e,f and g) is not applicable to the company.

IV In our opinion and according to information & explanations given to us, there is adequate internal control system commensurate with the size of the company & nature of its business with regard to the purchase of inventory & fixed assets & fo r the sale of goods. Further on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instances of major weaknesses in the internal control system.

V a. Based on audit procedures applied by us, to the best of our knowledge & belief and according to the information & explanations given to us. We are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion and according to information & explanations given to us, transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

VI In our opinion and according to the information & explanations given to us, the company has not accepted deposit from public, within the meaning of provisions of section 58A & 58AA of Companies Act, 1956 & Rules framed there under.

VII In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

VIII As informed to us and in our opinion the maintenance of cost records has not been prescribed by the Central Government U/s 209(1)(d) of the Companies Act, 1956 fo r any product of the company.

IX a. According to the records of the company examined by us and the information & explanations

given to us, in our opinion the company is, generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investors Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, service tax Excise Duty, Wealth Tax, Custom Duty, cess and other statutory dues applicable to it. No undisputed amount payable as at 31st March 2013 fo r a year of more than 6 month from the date they became payable.

b. According to records of the company examined by us and the information & explanations given to us, there are no statutory dues which have not been deposited on account of dispute.

X The Company does not have accumulated losses at the end of the financial year and it has not incurred any cash losses in the current year and immediately preceding financial year.

XI Based on our audit procedure & on the basis of information & explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to the financial institution or bank during the year. The company does not have any borrowing by way of debentures.

XII The company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII In our opinion and according to the information & explanations given to us, the company is not a chit fund and nidhi / mutual benefit fund / society. Therefore, provisions of this clause is not applicable to the company.

XIV Based on our examination of records and the information & explanations given to us, the company has maintained proper records of the transactions & contracts in respect of dealing & trading in shares, securities, debentures and other investments and timely entries have been made. All the investments have been held by the company in its own name.

XV According to the information & explanations given to us, the company has not given any guarantee fo r loans taken by others from the banks and financial institutions during the year.

XVI According to the records of the company, examined by us and the information & explanations given to us, the company has not raised term loans during the year.

XVII According to the information & explanations given to us and on the basis of an overall examination of balance sheet of the company, in our opinion no funds raised by company on short term basis, have been used fo r long term investments.

XVIII During the year company has converted 1395800 convertible warrants into equal number of fully paid equity shares of Rs.10/- each on preferential basis to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

XIX As explained to us, during the year covered by our audit, the company has not issued any debentures.

XX The company has not raised any money through public issue during the year.

XXI According to the information & explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M /s M.S. DAHIYA & CO.

CHARTERED ACCOUNTANTS

Harsh Firoda

Place : Indore

(Partner)

Date : 27th April'' 2013

M. No. 409391

FRN 013855C

---

Mar 31, 2012

We have audited the attached Balance Sheet of Sylph Technologies limited as at 31st March 2012 and also the Profit and Loss Account and the Cash Flow Statement for the period ended on that date annexed there to. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards on auditing generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) Amendment Order, 2004 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we give in the annexure, a statement on the matters specified in the paragraph 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of account, as required by law have been kept by the Company, so far as appears from our examination of the books.

(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement have been prepared in compliance with the Accounting standards referred to in sub-section 3C of section 211 of the Companies Act, 1956, to the extent applicable and mandatory in nature.

(e) In our opinion and on the basis of information obtained and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on 31.03.2012 from being appointed as the director of the company in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

(b) In the case of the Profit and Loss Account, of the LOSS for the Period ended on that date.

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the period ended on that date.



ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date on the accounts for the period ended 31st March 2012 of Sylph Technologies Limited.

I. In the respect of Fixed Assets :

During the year company does not maintain any fixed asset.

II. Inventory :

During the year company does not maintain any Inventory.

III a. The company has not granted any loan secured or unsecured to companies,firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence clause (a,b,c and d) is not applicable to the company.

b. The company has not taken any unsecured loan from parties covered in the register maintained under section 301.hence clause (e,f and g) is not applicable to the company.

IV. In our opinion and according to information & explanations given to us, there is adequate internal control system commensurate with the size of the company & nature of its business with regard to the purchase of inventory & fixed assets & for the sale of goods. Further on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any instances of major weaknesses in the internal control system.

V a. Based on audit procedures applied by us, to the best of our knowledge & belief and according

to the information & explanations given to us. We are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b. In our opinion and according to information & explanations given to us, transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

VI In our opinion and according to the information & explanations given to us, the company has not accepted deposit from public, within the meaning of provisions of section 58A & 58AA of Companies Act, 1956 & Rules framed there under.

VII In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

VIII As informed to us and in our opinion the maintenance of cost records has not been prescribed by the Central Government U/s 209(1)(d) of the Companies Act, 1956 for any product of the company.

IX a. According to the records of the company examined by us and the information & explanations

given to us, in our opinion the company is, generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investors Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, service tax Excise Duty, Wealth Tax, Custom Duty, cess and other statutory dues applicable to it. No undisputed amount payable as at 31st March 2012 for a period of more than 6 month from the date they became payable.

b. According to records of the company examined by us and the information & explanations given to us, there are no statutory dues which have not been deposited on account of dispute.

X The Company does not have accumulated losses at the end of the financial year and it has not incurred any cash losses in the current year and immediately preceding financial year.

XI Based on our audit procedure & on the basis of information & explanations given by the management, we are of the opinion that the company has not defaulted in payment of dues to the financial institution or bank during the year. The company does not have any borrowing by way of debentures.

XII The company has not granted any loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII In our opinion and according to the information & explanations given to us, the company is not a chit fund and nidhi / mutual benefit fund / society. Therefore, provisions of this clause is not applicable to the company.

XIV Based on our examination of records and the information & explanations given to us, the company has maintained proper records of the transactions & contracts in respect of dealing & trading in shares, securities, debentures and other investments and timely entries have been made. All the investments have been held by the company in its own name.

XV According to the information & explanations given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions during the year.

XVI According to the records of the company, examined by us and the information & explanations given to us, the company has not raised term loans during the year.

XVII According to the information & explanations given to us and on the basis of an overall examination of balance sheet of the company, in our opinion no funds raised by company on short term basis, have been used for long term investments.

XVIII During the year company has converted 1839200 convertible warrants into equal number of fully paid equity shares of Rs.10/- each (Out of these 235000 number of share at a premium of Rs. 2.6/- per share) on preferential basis to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

XIX As explained to us, during the period covered by our audit, the company has not issued any debentures.

XX The company has not raised any money through public issue during the year.

XXI According to the information & explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For M/s M.S. DAHIYA & CO.

CHARTERED ACCOUNTANTS

Harsh Firoda

Place : Indore (Partner)

Date : 31st July, 2012 M. No. 409391

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Jun 30, 2011

1. We have audited the attached Balance Sheet of SLYPH TECHNOLOGIES LIMITED at the year ended 30th JUNE 2011 and relative profit and loss account and the cash flow statement for the year ended on that date and signed by us under reference to this report. These financial statements are the responsibilities of the Company's Management; our responsibilities are to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides the reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order 2003 issued by the Central Government in term of sub-section (4A)of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that :-

a. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit,

b. In our opinion proper books of accounts as required by law have been kept by the company so far it appears our examinations of those books,

c. The Balance Sheet & Profit &Loss Account and Cash flow statement dealt with by this report are in agreement with the books of accounts,

d. In our opinion Balance Sheet & Profit & Loss Account & Cash Flow Statement dealt with by this report comply in all material respects with the applicable Accounting Standard issued by The Institute of Chartered Accountants of India referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956,

e. On the basis of written representation received from the directors, and taken on record by the Board of Directors, we record that none of the directors is prima facie disqualified as on 30th June, 2011 from being appointed as director in terms of clause (g) of Section 274 (1) of the Companies Act, 1956,

f. In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statement read with the significant accounting policies and notes to the accounts give the information required by The Companies Act, 1956 in the manner so required and give true & fair view in conformity with the accounting principles generally accepted in India:-

i. in case of Balance Sheet, of the state of affairs of the Company as at 30th June 2011,

ii. in case of profit & Loss Account, of the Loss for the year ended 30th June 2011.

Annexure to the Auditors Report [Referred to in paragraph (3) of our report of even date]

On the basis of such checks as considered appropriate and in terms of the information / explanations given to us, we state as under:-

i. In the respect of Fixed Assets :

a. Company has Maintained proper records showing full particulars including quantitative details & situation of fixed Assets,

b. All the Assets of the Company have been physically verified by the management at the end of the year & we are informed no discrepancies between book records and the physical inventories have been noticed,

c. During the year the Company has disposed Fixed Assets (computers) and it will not affect company as going concern.

ii. Inventory :

a. The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable,

b. The procedure of physical verification of inventories followed by the Management is reasonable & adequate in relation to the size of the Company and the nature of its business,

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory, the discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. According to the information and explanation given to us, the company has not granted any loans secured or unsecured to Companies, firm of others parties covered in the register maintained under Section 301 of the Companies Act, 1956, The Company has taken unsecured loan from person covered in the Register maintained u/s 301 of the Companies Act, 1956.

b. In view of what has been stated above, clause (iii)(b) regarding terms and conditions of such loans, clause (iii)(c) regarding payment of principal amount and interest and clause (iii)(d) regarding stems for recovery of overdue amount of Para 4 of the order are not adverse to the Company for the year,

c. Not Applicable,

d. Not Applicable,

e. The Company has taken a loan from the person covered in the register maintained under Section 301 of the Companies Act, 1956. The balance of such loan amounted to ' .43,21,000,

f. In our opinion, the rate of interest and other terms and conditions of which the loan has been taken from the person listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company,

g. In the case of loan taken from the person listed in the register maintained under Section 301, the company has been regular in the repayment of the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and payment of interest.

iv. According to the information & explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets & for sale of goods. And we have neither come across nor have been informed of any continuing failure to correct weaknesses in the aforesaid internal control procedure.

v. Based on the audit procedure applied by us and according to information & explanation provided by the Management, we are of the opinion that the company has not entered into any transaction during the year except details given in para (iii) (e) above, which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

In view of what has been stated above, clause (v) (b) regarding reasonability of price of such transaction is not applicable.

vi. During the year under review, the Company has not accepted any deposits from public.

vii. In our opinion, the Companies have an internal audit system commensurate with the size and nature of its business.

viii. Cost audit rules are not applicable to company as per Section 209(1) (d) of the Companies Act, 1956.

ix. a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax and other statutory dues. According to the information and explanation given to us, amount payable in respected of income tax is outstanding, as at 30th June 2011 for a period of more than six month from the date they became payable.

b. According to the records of the Company, there are no dues of income tax which have not been deposited on account of any dispute.

x. The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit, but the company has accumulated losses and has incurred cash losses during the immediately preceding financial year.

xi. Based on our audit procedure and on the basis of information and explanation given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution or bank.

xii. According to the information and explanation given to us, the Company has not granted any loans or advances on the basis of securities by the way of pledge of share, debenture or other securities.

xiii. The provision of special statute applicable to Chit Fund, Nidhi or Mutual Benefits Fund/ Securities are not applicable to the company.

xiv. The Company has maintained proper records of the transactions & contracts and has made timely entries in the records. The Company has held shares, securities, in its own name except to the extent of exemption granted u/s 49 of the Act.

xv. According to the information and explanation given to us and records made available to us. The company has not given any guarantee for loans to others.

xvi. The Company has not raised any term loans till date. xvii. According to the information and explanation given to us and on as over all examination of the Balance Sheet and Cash flow statement of the Company ,we report that no funds raised on short term basis have been used for long investment by the Company.

xviii. The Company has made preferential allotment of the warrants to the parties and companies covered in the register maintained under section 301of the Companies Act, 1956

xix. During the period covered by our audit report, the Company has not issued any debenture's requiring report under this clause.

xx. The company has not raised any money by way public issue during the year and hence the question of disclosure and verification of end use of such money does not arise.

xxi. Based upon the audit procedure performed and information and explanation given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s M.S. DAHIYA & CO.

CHARTERED ACCOUNTANTS

Place : Indore Harsh Firoda

Date : October 31, 2011 (Partner)

---

Jun 30, 2010

1. We have audited the attached Balance Sheet of SLYPH TECHNOLOGIES LIMITED at the year ended 30th JUNE 2010 and relative profit and loss account and the cash flow statement for the year ended on that date and signed by us under reference to this report. These financial statements are the responsibilities of the Companys Management; our responsibilities are to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides the reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order 2003 issued by the Central Government in term of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement of the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that :-

a. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit,

b. In our opinion proper books of accounts as required by law have been kept by the company so far it appears our examinations of those books,

c. The Balance Sheet & Profit & Loss Account and Cash flow statement dealt with by this report are in agreement with the books of accounts,

d. In our opinion Balance Sheet & Profit & Loss Account & Cash Flow Statement dealt with by this report comply in all material respects with the applicable Accounting Standard issued by The Institute of Chartered Accountants of India referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956,

e. On the basis of written representation received from the directors, and taken on record by the Board of Directors, we record that none of the directors is prima facie disqualified as on 30* June, 2010 from being appointed as director in terms of clause (g) of Section 274 (1) of the Companies Act, 1956,

f. In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statement read with the significant accounting policies and notes to the accounts give the information required by The Companies Act, 1956 in the manner so required and give true & fair view in conformity with the accounting principles generally accepted in India :-

i. in case of Balance Sheet, of the state of affairs of the Company as at 30th June 2010,

ii. in case of profit & Loss Account, of the Profit for the year ended 30th June 2010.

Annexure to the Auditors Report

To the Members of

Sylph Technologies Limited

[Referred to in paragraph (3) of our report of even date]

The Companies (Auditors Report) Order, 2003 (the order) was issued in June 2003 and came into force on 1st July, 2003. On the basis of such checks as considered appropriate and in terms of the information / explanations given to us, we state as under:-

i. In the respect of Fixed Assets :

a. Company has Maintained proper records showing full particulars including quantitative details & situation of fixed Assets,

b. All the Assets of the Company have been physically verified by the management at the end of the year & we are informed no discrepancies between book records and the physical inventories have been noticed,

c. During the year the Company has not disposed off any substantial part of Fixed Assets.

ii. Inventory :

a. The inventory has been physically verified during the year by the Management. In our opinion, the. frequency of verification is reasonable,

b. The procedure of physical verification of inventories followed by the Management is reasonable & adequate in relation to the size of the Company and the nature of its business,

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory, the discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. a. According to the information and explanation given to us, the company has not granted any loans secured or unsecured to Companies, firm of others parties covered in the register maintained under Section 301 of the Companies Act, 1956, The Company has taken unsecured loan from person covered in the Register maintained u/s 301 of the Companies Act, 1956.

b. In view of what has been stated above, clause (iii)(b) regarding terms and conditions of such loans, clause (iii)(c) regarding payment of principal amount and interest and clause (iii)(d) regarding stems for recovery of overdue amount of Para 4 of the order are not adverse to the Company for the year,

c. Not Applicable,

d. Not Applicable,

e. The Company has taken a loan from the person covered in the register maintained under Section 301 of the Companies Act, 1956. The balance of such loan amounted to Rs. 43,21,000,

f. In our opinion, the rate of interest and other terms and conditions of which the loan has been taken from the person listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company,

g. In the case of loan taken from the person listed in the register maintained under Section 301, the company has been regular in the repayment of the interest as stipulated. The terms of arrangement do not stipulate any repayment schedule and payment of interest.

iv. According to the information & explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets & for sale of goods. And we have neither come across nor have been informed of any continuing failure to correct weaknesses in the aforesaid internal control procedure.

v. Based on the audit procedure applied by us and according to information & explanation provided by the Management, we are of the opinion that the company has not entered into any transaction during the year except details given in para (iii) (e) above, which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

In view of what has been stated above, clause (v) (b) regarding reasonability of price of such transaction is not applicable.

vi. During the year under review, the Company has not accepted any deposits from public.

vii. In our opinion, the Companies have an internal audit system commensurate with the size and nature tof its business.

viii. Cost audit rules are not applicable to company as per Section 209(1) (d) of the Companies Act, 1956.

ix. a. According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax and other statutory dues. According to the information and explanation given to us, amount payable in respected of income tax is outstanding, as at 30th June 2010 for a period of more than six month from the date they became payable.

b. According to the records of the Company, there are no dues of income tax which have not been deposited on account of any dispute.

x. The Company does not have accumulated losses and has not incurred cash losses during the financial year covered by our audit, but the company has accumulated losses and has incurred cash losses during the immediately preceding financial year.

xi. Based on our audit procedure and on the basis of information and explanation given by the Management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution or bank.

xii. According to the information and explanation given to us, the Company has not granted any loans or advances on the basis of securities by the way of pledge of share, debenture or other securities.

xiii. The provision of special statute applicable to Chit Fund, Nidhi or Mutual Benefits Fund/ Securities are not applicable to the company.

xiv. The Company has maintained proper records of the transactions & contracts and has made timely entries in the records. The Company has held shares, securities, in its own name except to the extent of exemption granted u/s 49 of the Act.

xv. According to the information and explanation given to us and records made available to us. The company has not given any guarantee for loans to others.

xvi. The Company has not raised any term loans till date.

xvii. According to the information and explanation given to us and on as over all examination of the Balance Sheet and Cash flow statement of the Company, we report that no funds raised on short term basis have been used for long investment by the Company.

xviii. The Company has made preferential allotment of the warrants to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956

xix. During the period covered by our audit report, the Company has not issued any debentures requiring report under this clause.

xx. The company has not raised any money by way public issue during the year and hence the question of disclosure and verification of end use of such money does not arise.

xxi. Based upon the audit procedure performed and information and explanation given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For M/s M.S. DAHIYA & CO.

CHARTERED ACCOUNTANTS

Place : Indore Harsh Firoda

Date : August 16,2010 (Partner)