Directors Report of Sylph Industries Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your company (“the
Company” or “SYLPH Technologies limited”) along with the audited financial statements, for the
financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended March 31, 2025 is summarized
below: -

(Amount in Lakh)

Particulars	Current year	Previous Year
	(2024-25)	(2023-24)
Revenue from Operation (Including other Operating Income)	195.91	1574.91
Other Income	46.54	41.09
Total Income	242.45	1616.00
Expenses (other than Finance Cost)	335.26	1852.04
Finance Cost	0.01	0.02
Total Expenses	335.27	1852.06
Profit Before Tax	(92.82)	(236.06)
Less: Current Tax	0	0
Tax: Deferred Tax/Earlier Year	(0.01)	15.40
Profit/ (Loss) after Tax	(92.81)	(251.46)
Surplus brought forward from previous years	0	0
Amount available for appropriations	0	0
Earnings per share (T) :
Basic	(0.03)	(0.11)
Diluted	(0.03)	(0.11)

2. WORKING PERFORMANCE REVIEW:

During the year under review, the Company has earned revenue from operation of Rs.
195.91/- Lacs as against the previous year’s revenue from operation of Rs 1574.91/-Lacs. The
Company incurred Net Loss amounting Rs. 92.81/- Lacs as against Net loss of Rs. 251.46/-
Lacs in the previous year.

3. LISTING OF SECURITIES:

The Equity shares of the company are presently listed only on BSE Limited.

4. TRANSFER TO RESERVE:

During the year the company has not proposed to transfer any amount to the General Reserve.

5. SHARE CAPITAL

The issued, subscribed, paid up equity capital as on March 31, 2025 was Rs. 35,86,66,000/-.
The Authorized Capital of Company is Rs. 1,00,00,00,000/-. Further that none of the directors
were holding convertible instruments as on date.

During the year under review, on 09^th April, 2024, company allotted equity shares on
conversion of 1,00,00,000 warrants into 1,00,00,000 equity shares of face value of Re. 1/-
each at an issue price of Rs. 3.20 each (including a premium of Rs. 2.20/- per share), to “Non-
Promoters/Public Category”, on preferential basis, upon receipt of balance amount
aggregating to Rs. 2,40,00,000/- at the rate of Rs. 2.40 (Rupees Two and Forty Paise only) per
warrant (being 75% of the issue price per warrant) from the allottees pursuant to the exercise
of their rights of conversion into equity shares in accordance with the provisions of SEBI
(ICDR) Regulations, 2018.

Further Allotment of equity shares on conversion of 1,35,00,000 warrants into 1,35,00,000
equity shares of face value of Re. 1/- each at an issue price of Rs. 3.20 each (including a
premium of Rs. 2.20/- per share), to “Non-Promoters/Public Category”, on preferential basis,
upon receipt of balance amount aggregating to Rs. 3,24,00,000/- at the rate of Rs. 2.40
(Rupees Two and Forty Paise only) per warrant (being 75% of the issue price per warrant)
from the allottees pursuant to the exercise of their rights of conversion into equity shares in
accordance with the provisions of SEBI (ICDR) Regulations, 2018.

As on 31^st March 2025, Our Company have 4,28,34,000 outstanding warrants, with an option
to convert or securities which are convertible at a later date into Equity Shares;

6. DIVIDEND:

Your directors have considered it financially prudent in the long-term interest of the Company
to reinvest the profits in the business of the Company to build a strong reserve base and grow
the business of the Company. No final dividend has therefore been recommended for the year
ended March 31, 2025.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an
integral part of this Report, are set out as separate “Annexure-III”, together with the
Certificate from the auditors of the Company regarding compliance with the requirements of
Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

Material Changes and Commitments Affecting Financial Position of the Company:

Subsequent to the end of the financial year i.e. 31^st March 2025 and up to the date of this
Report, the following material changes and commitments have occurred which have an impact
on the financial position of the Company.

Right Issue of Equity shares

At its meeting held on 5 December 2024, the Board of Directors of Sylph Technologies
Limited, in accordance with Section 62(1)(a) of the Companies Act, 2013, approved a rights
issue for an amount not exceeding ?49 crore.

Subsequently, the company received in-principle approval from BSE Limited on 14 February
2025 for the proposed rights issue of up to ?49 crore.

On 11 June 2025, a Letter of Offer was filed with BSE Limited for the issuance of
48,90,90,000 fully paid-up equity shares of face value ?1 each, to be offered at an issue price
of ?1 per share. The total issue amounts to ?48,90,90,000, to be offered to eligible
shareholders at a ratio of 15 rights shares for every 11 equity shares held.

The Board at its meeting held on 18 July 2025 allotted all 48,90,90,000 equity shares of Rs 1/-
to the eligible shareholders.

Conversion of warrants

On October 2024 Listing approval received for conversion of 1,35,00,000 warrants into equity
shares of Re. 1/- each issued at premium of Rs. 2.20/- bearing distinctive numbers from
345166001 to 358666000 issued to non-promoter on preferential basis.

Company has formed Subsidiary & Associate Company

*Maxrotth Foods Limited become subsidiary of the sylph technologies limited from 1^st
August 2025 as Sylph Technologies limited has Purchased 8,35,000 (Eight Lakhs Thirty Five
Thousand) equity shares of Maxrotth Foods Limited (Target Company) from the Sellers
(“Sale Shares”) at a price of INR. 18/- (Rupees Eighteen only) per Sale Share On June 10th
2025.

Maxrotth Foods Limited has allotted 11,42,000 Equity shares of Rs.10 each at a premium of
Rs. 8/- to sylph technologies limited on August 01, 2025.

Company has formed Associate

Acquisition of 25% (twenty five percent) of the equity shares (on a fully diluted basis) of
Semitrone Conchem Limited. a public company incorporated under the provisions of the
Companies Act, 2013, bearing CIN: U24304GJ2018PLC100836.

Consequent to the aforesaid acquisition, Semitrone Conchem Limited has become an
Associate Company of Sylph Technologies Limited in terms of Section 2(6) of the
Companies Act, 2013.

9. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES

As per Companies Act, 2013 and as on 31^st March 2025 the company is neither having any
Subsidiary Company u/s 2(87) nor any Associate Company u\s 2(6) and hence, do not call for
any disclosure under this head.

10. INDIAN ACCOUNTING STANDARDS (IND AS):-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated
February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced
the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian
Accounting Standards (“Ind AS”) from April 01, 2017 (transition date to Ind AS is April
01, 2016) and the financial Statements have been prepared in accordance with recognition
and measurement principal of Indian Accounting Standards (“Ind AS”) as prescribed
under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133
of the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2025 have also been prepared in
accordance with Indian Accounting Standard (Ind AS).

11. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in
Form MGT-9 is available on website of the Company i.e. www.sylphtechnologies.com

12. DIRECTORS’ RESPONSIBILITY STATEMENT :

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

In the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same;

a) The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2025 and of the profit of the
Company for the year ended on that date

b) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

c) The Directors have prepared the annual accounts on a going concern basis;

d) The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

e) The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROLS AND THETR ADEQUACY/INTERNAL
FINANCIAL CONTROLS:

The directors has laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and
presentation of financial statements.

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Auditor is defined in the
Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors
and evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of Internal Auditor, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit observations and

recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.

13. DIRECTORS AND KEY MANAGERIAL PERSON

During the Year under review, the following changes have taken place in the Directors &
KMPs of the Company. In compliance with the provisions of Section 149, 152 read with
Schedule IV and all other applicable provisions of the Companies Act, 2013 and
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
Statutory modification(s) or re-enactment thereof for the time being in force) and
Regulation 17 of SEBI (LODR) Regulation 2015, the composition of Board of Director
and Key Managerial Personnel are as follows:

S.No.	Key Managerial Person Name	DIN/ PAN	Designation	Date of Date of Appointment Cessation
1.	Mr. Pranay Vaid	09816710	Managing Director	24-12-2022	05-05-2025
2.	Ms. Minaxi Pareek	09769729	Non-Executive Independent Director	16-02-2023	28-01-2025
3.	Mr. Pankaj Kalra	09816592	Non-Executive Independent Director	24-12-2022	10-03-2025
4.	Ms. Archana Gulia	09816488	Non-Executive Non¬ Independent Director	24-12-2022	26-06-2025
5.	Mr.Shishpal Singh	00171243	Non-Executive - Non Independent Director	07-10-2023	03-10-2024
6.	Mr. Shailesh bajibhai patel	02456670	Non-Executive Independent Director	28-09-2023	-
7.	MrJainishVijaybhai Bhavsar	10944118	Non-Executive Independent Director	10-03-2025	-
8.	Mr. Vishal Mehra	09717741	Additional Director	05-05-2025	-
9.	Mr.Hasmukh Nanalal Shah	00398666	Additional Director	10-06-2025	-
10.	Mr.Nilesh Jain	07785023	Additional Director	10-06-2025	-
11.	Mrs.Priyanka K Gola	09384530	Additional Director	26-06-2025	-
12.	Mr.Sandeep Shah	01850151	Additional Director	26-06-2025
13.	Mrs.Divya Khandelwal	08444385	Additional Director	01-09-2025	-
14.	Ms. Nileema Mahanot	-	Company Secretary	14-08-2023	-
15.	Mr. Sachin Singh	-	CFO	17-10-2023	-

14. STATE OF COMPANY’S AFFAIRS:

Company is a software technology company in India, providing IT & Hardware Solutions,
FMCG Distribution, Agriculture Trading, and Renewable Energy.

Company committed to delivering excellence across multiple sectors. With a strong
foundation in innovation, integrity, and customer satisfaction, Sylph Technologies has
established itself as a trusted partner in IT & Hardware Solutions, FMCG Distribution,
Agriculture, Trading and Renewable Energy.

Our multi-domain expertise allows us to serve a broad client base with cutting-edge solutions,
efficient operations, and sustainable practices. From digital transformation to solar power, we
are driving growth and impact across India from pioneering real estate developments and
clean energy solutions to advanced waste management systems and global FMCG exports,
Sylph Technology Ltd. exemplifies innovation, quality, and sustainability at every level.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that
they meet the criteria of independence as prescribed under the provisions of the Companies
Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b)
of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time
being in force).

16. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year
2024-25:

S. No.	Date of Meeting	Board Strength	No. of Directors Present	% of Attendance
1.	09-04-2024	6	6	100
2.	16-05-2024	6	6	100
3.	19-06-2024	6	6	100
4.	14-08-2024	6	6	100
5.	02-09-2024	6	6	100
6.	05-09-2024	6	6	100
7.	03-10-2024	5	5	100
8.	13-11-2024	5	5	100
9.	05-12-2024	5	5	100
10.	02-01-2025	5	5	100
11.	28-01-2025	4	4	100
12.	22-02-2025	4	4	100
13.	27-02-2025	4	4	100
14.	10-03-2025	4	4	100

Pursuant to the provisions of the Companies Act, 2013 and other applicable legal provisions,
if any, annual performance evaluation of Board was carried out by Independent Directors in
their separate meeting. Further, evaluation of the committees was carried out by the Board.
The performance evaluation of all the Directors was carried out individually by the
Nomination and Remuneration Committee and in addition to it, performance evaluation of
executive directors was also carried out by the Independent Directors at their separate
meeting.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under,
Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th
January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the
annual performance of the Directors/Board/Committees was carried out for the financial year
2024-25.

The board of directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”)
under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The
performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration
Committee (“NRC”) reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the Board and committee
meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

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

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior management
personnel such as Chief Financial Officer, Company Secretary and various Department heads
individually to know their roles in the organization and to understand the information which

they may seek from them while performing their duties as a Director. And meeting may be
arranged for the Independent Directors with aforesaid officials to better understand the
business and operation of the Company.

As a part of continuous updating and familiarization with the Company, every Independent
Director will be taken for visits to the factory or manufacturing units and other branch of the
company where the officials of the various departments apprise them of the operational and
sustainability aspects of the plants to enable them to have full understanding on the activities
of the Company and initiatives taken on safety, quality etc. The Company may also circulate
news and articles related to the industry from time to time and may provide specific regulatory
updates.

20. AUDITOR:

M/s M S C S & Co., Chartered Accountants were appointed as Statutory Auditors of the
company in the AGM held on 30th September 2024 to hold office from the conclusion of
32nd Annual General Meeting till the conclusion of the 36th Annual General Meeting to be
held in the financial year 2028-29.

However, M/s M S C S & Co (FRN: 132319W) resigned as statutory auditor of the company
w.e.f. February 13, 2025.

M/S. FHMSV & CO., Chartered Accountants, were appointed as Statutory Auditors of the
Company by the Board in its meeting held on 22^nd February 2025, until the conclusion of this
Annual General Meeting of the Company, to fill up Casual vacancy caused due to Resignation
of M/s M S C S & Co., Chartered Accountants.

M/s FHMSV & CO., Chartered Accountants, being the Statutory Auditor of the company
shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re¬
appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules
made thereunder, the Board of directors recommends the re-appointment of FHMSV & CO.,
Chartered Accountants as Statutory Auditors of the Company for a period of 5 years, i.e., from
the conclusion of this Annual General Meeting till the conclusion of the forthcoming Thirty
Seventh Annual General Meeting of the Company (i.e., for a period of 5 years) to be held in
the calendar year 2029.

Further, the Company has received a written Certificate of eligibility cum Consent letter from
M/s FHMSV & CO., Chartered Accountants to the effect that their re-appointment, if made,
would be in accordance with the conditions prescribed in section 139 and 141 of the
Companies Act 2013 and rules made thereunder. Members are requested to consider their re¬
appointment

21. AUDITOR’S REPORT:

The Board has appointed M/s. FHMSV & CO, Chartered Accountants to conduct the
Statutory Audit for the year 2024-25. There are no qualifications or adverse remarks in the
Auditors'' Report which require any clarification/explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation. Further the Auditors'' Report
for the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal and
information.

22. SECRETARIAL AUDITOR’S REPORT:

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s
Vishakha Agrawal & Associates, Practising Company Secretaries, Indore as the Secretarial
auditor of the Company for the financial year ending 31st March, 2025.

The Secretarial Audit Report submitted by CS Vishakha Agrawal of M/s Vishakha Agrawal &
Associates, Practising Company Secretaries in prescribed format in MR-3 to the shareholders
of the Company is annexed to this Report as “Annexure-A”.

The Secretarial Auditor in his Report has mentioned that During the period under review the
Company has generally complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. except that

(A) BSE imposed penalty on the Company pursuant to SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/ P/0155 dated November 11, 2024 amounting Rs. 64,900/-
alongwith GST for Late submission of financial results for the quarter ended December 2024
under Regulation 33 of SEBI (LODR) Regulations, 2015. As per the information received,
Delay was due to non-preparation of financial results and Resignation of Statutory Auditor of
the Company. However, the company has paid the penalty in full.

(B) BSE imposed penalty of Rs. 20,000 per day, i.e., Rs. 120,000 plus GST for delay in
submission of application for trading approval by 6 days. As per the explanation received
from the Company, The delay was accidental and has also paid the penalty in full.

Management Response - the Statutory auditor resigned w.e.f. 13.02.2025 and also declined
to give the report for the quarter, in spite of continuous follow-ups and visits, therefore, the
company has to take report from the new Statutory Auditor which caused in delay of filing of
financial results. Further, the Company has paid the fine in full.

Further we are implementing comprehensive measures to ensure full compliance with all
applicable laws and regulations

23. BUSINESS RISK MANAGEMENT :

The Management has implemented business risk management policy. At present the company
has not identified any element of risk which may threaten the existence of the company. The

Company has Risk Management Policy to report genuine concerns or grievances of directors
and employees and to deal with instance of fraud and mismanagement, if any.

24. CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner whereby
optimum utilization and maximum possible savings of energy is achieved.

No specific investment has been made in reduction in energy consumption equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not
quantitative, its impact on cost cannot be stated accurately.

No steps have been taken for by the company for utilizing alternate sources of energy.

The Information relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is enclosed as “Annexure-I” and forms part to this
report.

25. TECHNOLOGY ABSORPTION:

Company''s operations are conducted by using in-house know how and no outside technology is
being used for operating activities. Therefore, there is no outside technology absorption in the
company. The Company has not incurred expenditure on research and development activities
during the year.

26. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

27. PARTICULARS OF EMPLOYEES:

Section 197 of companies act, 2013 read with rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company,
are not applicable to company as no employee of company is in receipt of remuneration
exceeding the limit as mentioned in relevant provision.

28.BOARD COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, Company had constituted the following
Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee;

The composition of all Committees has been stated under Corporate Governance Report
forming an integral part of Annual Report.

29. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along
with the purpose for which the loan or guarantee or security is proposed to be utilized by the
recipient are provided in the Financial Statement.

30. DISCLOSURE REQUIREMENTS:

♦ As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 entered into with the stock exchanges, corporate governance report with
auditors'' certificate there on and management discussion and analysis are attached, which form
part of this report.

♦ Details of the familiarization program of the independent directors are available on the
website of the Company (www.sylphtechnologies.com)

♦ The Company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine concerns.
The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.
The whistle blowing Policy is available on the company''s website at
(www.sylphtechnologies.com)

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, AND REDRESSAL) ACT, 2013

Our Company is committed to provide the healthy environment to all its employees, the
company has in place a Prevention of the Sexual Harassment Policy and an Internal
complaints redressal mechanism as per the requirements of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was no complaint received from any employee during the financial year 2024-25, hence
no complaints are outstanding as on 31.03.2025.

32. RELATED PARTY TRANSACTIONS:

None of the transaction with related parties (related to business) falls under the scope of
Section 188(1) of the Act, Information on transactions with related parties pursuant to section
134 (3) (h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in
“Annexure II” in Form AOC-2 and same forms part of this report.

33.FIXED DEPOSITS/ DEPOSITS:

During the year under review your Company has not accepted or invited any fixed deposits
from the public and there were no outstanding fixed deposits from the public as on the
Balance Sheet date.

Our Company has not accepted deposit from the public falling with in the ambit of Section 73
of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.

34. DISCLOSURE UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as
specified under Section 164(2) of the Companies Act, 2013.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:

During the financial year 2024-25, there were no significant material orders passed by the
Regulators or Courts or Tribunals which would impact the going concern status of your
Company and its future operations.

36. AUDIT COMMITTEE:

The Audit Committee Comprises of Three Independent Directors namely Archana Gulia as
member Non-Executive Non-Independent Director, Mr. Shailesh Bajibhai Patel as
Chairperson, Non-Executive Independent Director & Mr. Jainish Vijaybhai Bhavsar as
member Non-Executive Independent Director. All recommendations made by the Audit
Committee were accepted by the Board.

The Committee inter alia reviews Internal Control Systems and reports of Internal Auditors ad
compliance of various regulations. The Committee also reviews at length the Financial
Statements before they are placed before the Board of Directors of the company.

37. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders'' relations have been cordial during the year, as a part of compliance, your
Company has Stakeholders Relationship Committee to consider and resolve the grievances of
security holders of your Company. There were no grievances pending as on 31st March,
2025.A confirmation to this effect has been received from your Company''s Registrar and
Share Transfer Agent.

38. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has on recommendation of the Nomination and Remuneration Committee has
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration and the evaluation. The Nomination and Remuneration Policy is forming part of
Director''s Report as “Annexure 4”.

39. PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative undertaken by
the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members
through electronic mode. All the Members are requested to join the said program by sending
their preferred e-mail addresses to their Depository Participant.

40. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF
INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the
Board to Directors has formulated and adopted the “Code of Practices and Procedures for fair
Disclosure of Unpublished Price Sensitive Information” (Code of Fair Disclosure) of the
Company.

The Board has also formulated and adopted “Code of Conduct for Prohibition of Insider
Trading” (Code of Conduct) of the company as prescribed under Regulation 9 of the said
Regulation.

41. ACKNOWLEDGEMENTS :

The Board of Directors of your Company acknowledges their sincere appreciation for the
support extended by the statutory authorities, the stock exchanges, advisors, shareholders and
staff of the Company for the valuable assistance, support and co-operation extended to the
Company and continuous support and faith reposed in the Company.

By the order of Board
Sylph Technologies Limited

Sd/- Sd/-

Date: August 13, 2025 Vishal Mehra Nilesh Jain

Place: Indore DIN: 09717741 DIN: 07785023

Director Director

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your company (“the Company” or “SYLPH Technologies limited”) along with the audited financial statements, for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended March 31, 2024 is summarized below: - (Amount in Lakh)

Particulars	Current year	Previous Year
	(2023-24)	(2022-23)
Revenue from Operation (Including other Operating Income)	1574.91	453.59
Other Income	41.09	92.07
Total Income	1616.00	545.65
Expenses (other than Finance Cost)	1852.09	465.47
Finance Cost	0.02	3.79
Total Expenses	1852.11	469.26
Profit Before Tax	(236.11)	76.39
Less: Current Tax	0	0
Tax: Deferred Tax/Earlier Year	(15.40)	0
Profit/ (Loss) after Tax	(251.50)	76.39
Surplus brought forward from previous years	0	0
Amount available for appropriations	0	0
Earnings per share (T) :
Basic	(0.031)	0.043
Diluted	(0.031)	0.043

2. WORKING PERFORMANCE REVIEW:

During the year under review, the Company has earned revenue from operation of Rs. 1574.91/- Lacs as against the previous year’s revenue from operation of Rs 453.59/-Lacs. The Company incurred profit after tax Rs. (251.50) /- Lacs as against profit of Rs. 76.39/-Lacs in the previous year.

3. LISTING OF SECURITIES:

The Equity shares of the company are presently listed only on BSE Limited.

4. TRANSFER TO RESERVE:

During the year the company has not proposed to transfer any amount to the General Reserve.

5. SHARE CAPITAL

The issued, subscribed, paid up equity capital as on March 31, 2024 was Rs. 23,30,82,667/-. The Authorized Capital of Company is Rs. 1,00,00,00,000/-. Further that none of the directors were holding convertible instruments as on date.

During the year there was Sub-division/split of 1 (One) equity shares of face value Rs. 10/-(Rupees Ten Only) each fully paid up into 10 (Ten) equity shares of Rs. 1/- (Rupees One Only) each fully paid up.

Further, there was Increase In Authorized Share Capital Of The Company from the 15,00,00,000/- (Rupees Fifteen Crores) to Rs. 100,00,00,000 (Rupees One Hundred Crores Only) consisting of Rs. 100,00,00,000 (One Hundred Crores Only) Equity Shares of face value Re.1/- (Rupees One Only) each

Furthermore, there was preferential allotment of up to 26,00,00,0000 (twenty-six crores only) fully convertible warrants to the persons belonging to non-promoter, public category

6. DIVIDEND:

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2024.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate “Annexure-2”, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES

As per Companies Act, 2013 and as on date the company is neither having any Subsidiary Company u/s 2(87) nor any Associate Company u\s 2(6) and hence, do not call for any disclosure under this head.

9. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act,

2013 in Form MGT-9 is available on website of the Company

i.e. www.sylphtechnologies.com

10. DIRECTORS’ RESPONSIBILITY STATEMENT :

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

In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with

a) requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that da

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of

all applicable laws and that such systems are adequate and operating effectively.

11.INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY/INTERNAL FINANCIAL CONTROLS:

The directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditor is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

13. DIRECTORS AND KEY MANAGERIAL PERSON

During the Year under review, the following changes have taken place in the Directors & KMPs of the Company. In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 (including any Statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (LODR) Regulation 2015, the composition of Board of Director and Key Managerial Personnel are as follows:

Mr. Priyesh Balkrishna Shah resigned from the post of Directorship and Chairmanship of the Company w.e.f 19th June 2023, Ms. Ami Sapanbhai Cyclewalahah from the post of Independent Director the Company w.e.f 19th June 2023 and Mr. Pankaj Kalra Appointed as Chairperson of the Company w.e.f 19th June, 2023.

S.No.	Key Managerial Person Name	DIN/ PAN	Designation	Date of Appointment	Date of Cessation
1.	Mr. Pranay Vaid	09816710	Managing Director	24-12-2022	-
2.	Ms. Minaxi Pareek	09769729	Non-Executive Independent Director	16-02-2023	-
3.	Mr. Pankaj Kalra	09816592	Non-Executive Independent Director	24-12-2022	-
4.	Ms. Archana Gulia	09816488	Non-Executive NonIndependent Director	24-12-2022	-
5.	Mr. Shish Pal Singh	00171243	Non-Executive-Non Independent Director	07-10-2023
6.	Mr. Shailesh bajibhai patel	02456670	Non-Executive Independent Director	28-09-2023
7.	Ms. Nileema Mahanot		Company Secretary	14.08.2023	-
8.	Mr. Sachin Singh		CFO	17/10/2023	-
9	Ms. Radhika Tripathi		Company Secretary	04.03.2023	14.08.2023
10	Mr. Priyesh Balkrishnabhai Shah	09561151	Non-Executive-Independent Director	12-04-2022	19-06-2023
11.	Mrs. Ami Sapanbhai Cyclewala	09561765	Non-Executive-Independent Director	12-04-2022	19-06-2023

14. STATE OF COMPANY’S AFFAIRS:

Company is a 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.

The Company operates in four segments namely Information Technology, Education, Printing and Publishing Newspapers and Trading of Solar Power Plant and the company has also acquired rights for the Publication of a 27 year old Newspaper. During the period the company has operated in four segment mentioned previously. But the revenue is mainly from Job Work Related Services hence the company has identified it as it’s major segment.

The company has also engaged in providing BPO Service & KPO Service. KPO providing services in the field of Accounting, Income tax, Service Tax, VAT, CST, GST, Custom Duty and other duties and taxes, Auditing, Corporate Services, Company law matters, Financial & Legal Consultancy and Tax Management. For the purpose of enhancement, diversification and availing future opportunities during the year company has started trading of Solar Power Product.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the

Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

16. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

S. No.	Date of Meeting	Board Strength	o. of Directors Present
1.	30-05-2023	6	6
2.	19-06-2023	6	6
3.	14-08-2023	6	5
4.	28-08-2023	6	5
5.	07-10-2023	6	5
6.	17-10-2023	6	6
7.	31-10-2023	6	6
8.	11-11-2023	6	6
9.	26-12-2023	6	6
10	04-01-2024	6	6
11	02-02-2024	6	6
12	14-02-2024	6	6

17. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and other applicable legal provisions, if any, annual performance evaluation of Board was carried out by Independent Directors in their separate meeting. Further, evaluation of the committees was carried out by the Board. The performance evaluation of all the Directors was carried out individually by the Nomination and Remuneration Committee and in addition to it, performance evaluation of executive directors was also carried out by the Independent Directors at their separate meeting.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2023-24.

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

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

19. FAMTT JARTZATTON PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. And meeting may be arranged for the Independent Directors with aforesaid officials to better understand the business and operation of the Company.

As a part of continuous updating and familiarization with the Company, every Independent Director will be taken for visits to the factory or manufacturing units and other branch of the company where the officials of the various departments apprise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality etc. The Company may also circulate news and articles related to the industry from time to time and may provide specific regulatory updates.

20.AUDITOR:

M/S BMGS & Associates (FRN:026886N) Chartered Accountants, were appointed as Statutory Auditors of the Company at the AGM held on 28th September, 2023, for a term of five consecutive years to hold office from the conclusion of that meeting till the conclusion of the Annual General Meeting of the Company to be held in 2028.

However, M/S BMGS & ASSOCIATES (FRN:026886N) resigned as statutory auditor of the company w.e.f. September 03,2024.

Board received and approved the Consent of M/s Milind Shah & Co., Chartered Accountants on 05th September 2024 to act as the Statutory Auditor of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. In view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the Notice of ensuing Annual General Meeting.

21.AUDITOR''S REPORT:

The Board has appointed M/s. BMGS & Associates, Chartered Accountants to conduct the Statutory Audit for the year 2023-24. There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors'' Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information.

22.SECRETARIAL AUDITOR’S REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed CS Vishakha Agrawal & Associates (M.No.39298), Company Secretary in practice (C.P. No. 15088) to undertake the Secretarial Audit of the Company for the Financial Year 2023-2024.

23.BUSINESS RISK MANAGEMENT :

The Management has implemented business risk management policy. At present the company has not identified any element of risk which may threaten the existence of the company. The Company has Risk Management Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any.

24. CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

No specific investment has been made in reduction in energy consumption equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

No steps have been taken for by the company for utilizing alternate sources of energy.

25. TECHNOLOGY ABSORPTION:

Company''s operations are conducted by using in-house know how and no outside technology is being used for operating activities. Therefore, there is no outside technology absorption in the company. The Company has not incurred expenditure on research and development activities during the year.

26. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

27. PARTICULARS OF EMPLOYEES:

Section 197 of companies act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to company as no employee of company is in receipt of remuneration exceeding the limit as mentioned in relevant provision.

28. BOARD COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, Company had constituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee;

The composition of all Committees has been stated under Corporate Governance Report forming an integral part of Annual Report.

29. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement.

30. DISCLOSURE REQUIREMENTS:

♦ As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors'' certificate there on and management discussion and analysis are attached, which form

part of this report.

♦ Details of the familiarization program of the independent directors are available on the website of the Company (www.sylphtechnologies.com)

♦ The Company has formulated and published a Whistle Blower Policy to provide Vigil

Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The whistle blowing Policy is available on the company''s website at (www.sylphtechnologies.com)

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, AND REDRESSAL) ACT, 2013

Our Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints redressal mechanism as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was no complaint received from any employee during the financial year 2023-24, hence no complaints are outstanding as on 31.03.2024.

32. RELATED PARTY TRANSACTIONS:

None of the transaction with related parties (related to business) falls under the scope of Section 188(1) of the Act, Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in “Annexure 1” in Form AOC-2 and same forms part of this report.

33. FIXED DEPOSITS/ DEPOSITS:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Our Company has not accepted deposit from the public falling with in the ambit of Section 73 of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.

34. DISCLOSURE UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2023-24, there were no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

36. AUDIT COMMITTEE:

The Audit Committee Comprises of Three Independent Directors namely Mrs. Minaxi Parek as member, non-executive independent director, Mr.Pankaj Kalra as member, and nonexecutive independent director, Ms. Archana Gulia as member and Mr. Shailesh bajibhai patel as the Chairman of the Committee. All recommendations made by the Audit Committee were accepted by the Board.

The Committee inter alia reviews Internal Control Systems and reports of Internal Auditors ad compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board of Directors of the company.

37. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholders'' relations have been cordial during the year, as a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no grievances pending as on 31st March, 2024.A confirmation to this effect has been received from your Company''s Registrar and Share Transfer Agent.

38. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has on recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and the evaluation. The Nomination and Remuneration Policy is forming part of Director''s Report as “Annexure 4”.

39.PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

40.INTERNAL AUDIT:

The Board of Directors has appointed M/s Nagar A & Associates, Chartered Accountants as Internal Auditors of your Company for financial year 2023-24

41. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to Directors has formulated and adopted the “Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information” (Code of Fair Disclosure) of the Company.

The Board has also formulated and adopted “Code of Conduct for Prohibition of Insider Trading” (Code of Conduct) of the company as prescribed under Regulation 9 of the said Regulation.

42. ACKNOWLEDGEMENTS :

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.

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Mar 31, 2014

Dear Members,

The Directors are delighted to present their 22nd Annual Report along with the Audited Accounts for the financial year ended 31st March 2014.

Financial Performance :

Particulars Standalone Consolidated

2014 2013 2014

Income From Operations

Job work Charges 1129500 944000 1129500

Sale of Software Exports 4100000 — 4100000

Sale of News paper 2895000 155000 2895000

Sale of Solar Power Pack — — 55000

Other Income 358473 4507 416473

Total Income from Operations 8482973 1103507 8595973

Profit before Depreciation & Tax 97109 50522 102339

Less: Depreciation 62885 15642 62885

Profit before taxation 34224 34880 39454

Less: Provision for Taxation

Less: Depreciation 6521 — 8123

MAT Credit Entitlement -6521 — -6521

Deferred Tax 10575 10464 10575

Net Profit after tax 23649 24416 27277

Add: Balance bf from previous -15132953 -15157369 -15132953 year

Balance available for -15109304 -15132953 -15105676 appropriation

Appropriation — — —

Balance carried to Balance Sheet -15109304 -15132953 -15105676

RESULTS OF OPERATIONS

our Company has recorded a total income of Rs 84.82 lacs in 2014 of which 52.29 lacs from Software and Information Technology Business, Rs. 28.95 lacs from Newspaper & Publishing and Rs. 3.58 lacs as interest income. In the last year income from Software and Information Technology Business was Rs.9.44 lacs , from Newspaper & Publishing was Rs. 1.55 lacs and as interest income was Rs. .045. The Net Profit after tax is Rs.0.23 lacs in 2013 against the Net Profit after tax of Rs. 0.024 lacs in the previous year.

RESERVES

Looking to the accumulated losses, the board proposes no transfer to reserve for the period.

DIVIDEND

The Directors of the Company are not recommending any dividend looking to the accumulated loss in the Company.

BUSINESS

The Company is engaged in Information Technology Business and News Paper Printing and Publishing and has started earning profit. The Company expects a good business in coming years.

SUBSIDIARY COMPANIES

During the year your company has acquired whole equity shares of the Sakshi Powertech Private Limited, except for maintained requisite no. of member in the company.

During the year, the board of director reviewed the affairs of the subsidiary companies. As per section 212 of the companies act, 1956, we are required to attached the Balance Sheet, Statement of Profit and Loss Account and other document of our subsidiary. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011, exempted companies from complying with section 212 , provided such companies publish the audited consolidated financial statement in the Annual Report. The company has published the audited consolidated financial statement for the fiscal year 2014 and the same forms part of this Annual Report. Accordingly, this Annual Report does not contain the financial statement of our subsidiary. As per Accounting Standards -21 "Consolidated Financial Statements" Para 30 On the first occasion that consolidated financial statements are Presented, comparative figures for the previous period need not be presented.", hence we are presenting only current financial year''s consolidated financial performance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company has been proactive in following the principles and practices of good governance. The Company has taken adequate steps to ensure that the condition of corporate governance as stipulated in Clause 49 of the Listing agreements of the Stock Exchange is complied with.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to Material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the Profit and Loss Account and Cash Flow Statement for the year ended March 31st, 2014.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting standards in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year. The Company does not have any Fixed Deposits with it since inception.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars with regards to conservation of energy etc, as required under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable as the Company is not a manufacturing Company.

The foreign exchange earning and expenditure of the Company is as follows

1. Earning Foreign Exchange US $ 68610.10

2. Expenses in Foreign Exchange Nil

DIRECTORS

Shri Vineet Shrivatsava director of the Company retires by rotation and being eligible offer himself for re- election.

AUDITORS

M/s M.S. Dahiya and Company Chartered Accountants (ICAI FRN.-013855C), Statutory Auditor of the company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from M/s M.S. Dahiya and Company to the effect that their appointment, if made, would be in accordance with section 139 of the Companies Act, 2013 and that, they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

The notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

The particulars of employees, required to be furnished under section 217(2A) of the companies Act 1956 read with companies (Particulars of Employees ), Rules 1975 as amended, there are no employees covered by the said Rules.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the encouragement, co-operation and support receive by the Company from the local authorities, banks, customers, suppliers, and business their sincere appreciation of the valuable services rendered by the employees of the Company at all levels.

For & on Behalf of Board of Directors Rajesh Jain Place : Indore Director Date : 17/05/2014

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Mar 31, 2013

To, The Members of SYLPH TECHNOLOGIES LIMITED The Directors are delighted to present their 21th Annual Report along with the Audited Accounts fo r the financial year ended 31st March 2013. Financial Performance : Year/period ended 31.03.13 30.06.12 Income from Operations Job work Charges 944000.00 450000.00 Sale of Software Exports --- --- Sale of Software Domestic --- --- Sale of News Paper 155000.00 --- Warehousing Receipts --- 259405.00 Other Income 4507.00 709405.00 Total Income from Operations 1103507.00 6208193.00 Profit before Depreciation & Tax 50522.00 --- Less: Depreciation 15642.00 --- Profit before taxation 34880.00 6208193.00 Less: Provision for Taxation Current Tax --- --- MAT Credit Entitlement --- --- Fringe Benefit Tax --- --- Deferred Tax 10464.00 --- Net Profit after tax 24416.00 6208193.00 Previous Year Adjustment --- --- Add: Balance b f from previous year - 15157369.66 8949175.66 Balance available for appropriation 15132953.66 15157369.66 Appropriation Transfer to/(from) General Reserve --- --- Interim dividend --- --- Proposed final Dividend --- --- Dividend fo r previous year --- --- Tax on Dividends --- --- Balance carried to Balance Sheet 15132953.66 15157369.66 RESULTS OF OPERATIONS Your Company has recorded a total income of Rs.11.04 lacs in 2013 of which 9.44 lacs from Software and Information Technology Business, Rs. 1.55 lacs from Newspaper & Publishing and Rs. 0.05 lacs as interest income. In the last year income from Software Development was Rs. 4.50 lacs. The Net Profit after tax is Rs. 0.24 lacs in 2013 against the Loss of Rs. 62.08 lacs in the previous year. R ESER VES Looking to the losses in the current period accumulated losses, the board propose no transfer to reserve fo r the year. DIVIDEND The Directors of the Company are not recommending any dividend looking to the accumulated loss in the Company. BUSINESS The Company is engaged in Information Technology Business and has started earning profit. The company has also started business of News paper printing and selling. The Company expects a good business in coming years. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS The Company has been proactive in following the principles and practices of good governance. The Company has taken adequate steps to ensure that the condition of corporate governance as stipulated in Clause 49 of the Listing agreements of the Stock Exchange is complied with. DIRECTORS R ESPONSIBILITY STA TEMENT Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors hereby state and confirm that: (i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to Material departures. (ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of a fairs of the Company as at 31st March 2013 and of the Profit and Loss Account fo r the year ended March 31st, 2013. (iii) The Directors have taken proper and su ficient care fo r the maintenance of adequate accounting standards in accordance with the provisions of the Companies Act 1956, fo r safeguarding the assets of the Company and fo r preventing and detecting fraud and other irregularities. (iv) The annual accounts have been prepared on a going concern basis. F IXED DEPOSITS The Company has not accepted any Fixed Deposits during the year. The Company does not have any Fixed Deposits with it since inception. CONSERVATION OF ENERGY, TECHNOLOGY A BSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Particulars with regards to conservation of energy etc, as required under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable as the Company is not a manufacturing Company. The foreign exchange earning and expenditure of the Company is as follows 1. Earning Foreign Exchange Nil 2. Expenses in Foreign Exchange Nil DIRECTORS Shri S. L. Jain director of the Company retires by rotation and being eligible o fer himself fo r re-election. AUDITORS M/s M.S. Dahiya and Company Chartered Accountants as Auditor has been reappointed to hold o fice until the conclusion of next Annual General Meeting. The Company has received certificate from to the e fect that their appointment, if made, would be within the prescribed limit under section 224(1-B) of the Companies Act, 1956. The notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call fo r any further comments. PARTICULARS OF EMPLOYEES The particulars of employees, required to be furnished under section 217(2A) of the companies Act 1956 read with companies (Particulars of Employees ), Rules 1975 as amended, there are no employees covered by the said Rules. ACKNOWLEDGEMENT The Directors place on record their sincere appreciation fo r the encouragement, co-operation and support receive by the Company from the local authorities, banks, customers, suppliers, and business their sincere appreciation of the valuable services rendered by the employees of the Company at all levels. For & on Behalf of Board of Directors Date : 27/04/2013 R. K. Ja in Place : Indore Director

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Mar 31, 2012

The Directors are delighted to present their 20th Annual Report along with the Audited Accounts for the financial period ended 31st March 2012.

Financial Performance :

Year/period ended 31.03.12 30.06.11 Income from Operations

Job work Charges 450000.00 10,11,000.00

Sale of Software Exports - --

Sale of Software Domestic --- ---

Warehousing Receipts --- 596850.00

Other Income 259405.00 309812.00

Total Income from Operations 709405.00 1917662.00

Profit before Depreciation & Tax - 6208193.00 11252406.04

Less: Depreciation --- ---

Profit before taxation -6208193.00 - 11252406.04

Less: Provision for Taxation

Current Tax --- ---

MAT Credit Entitlement --- ---

Fringe Benefit Tax --- ---

Net Profit after tax - 6208193.00 - 11252406.04

Previous Year Adjustment --- ---

Add: Balance bf from previous year - 8949175.66 2303230.38

Balance available for appropriation - 15157369.66 - 8949175.66 Appropriation

Transfer to/(from) General Reserve --- ---

Interim dividend --- ---

Proposed final Dividend --- ---

Dividend for previous year --- ---

Tax on Dividends --- ---

Balance carried to Balance Sheet - 15157369.66 - 8949175.66



RESULTS OF OPERATIONS

Your Company has recorded a total income of Rs.4.50 lacs in 2012 from Software and Information Technology

Business and last year income from Software Development was Rs.10.11 lacs. The Net loss after tax is Rs.62.08 lacs in 2012 against the Loss of Rs.112.52 lacs in the previous year.

RESERVES

Looking to the losses in the current period accumulated losses, the board propose no transfer to reserve for the period.

DIVIDEND

The Directors of the Company are not recommending any dividend looking to the accumulated loss in the Company.

BUSINESS

The Company is doing Information Technology Business and has started earning profit. The company has also started export of Software. The Company expects a good business in coming years.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS The Company has been proactive in following the principles and practices of good governance. The Company has taken adequate steps to ensure that the condition of corporate governance as stipulated in Clause 49 of the Listing agreements of the Stock Exchange is complied with.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to Material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the Profit and Loss Account for the period ended March 31st, 2012.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting standards in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year. The Company does not have any Fixed Deposits with it since inception.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars with regards to conservation of energy etc, as required under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable as the Company is not a manufacturing Company.

The foreign exchange earning and expenditure of the Company is as follows

1. Earning Foreign Exchange Nil

2. Expenses in Foreign Exchange Nil



DIRECTORS

Shri K.K Bhandari director of the Company retires by rotation and being eligible offer himself for re-election. AUDITORS

M/s M.S. Dahiya and Company Chartered Accountants as Auditor has been reappointed to hold office until the conclusion of next Annual General Meeting. The Company has received certificate from to the effect that their appointment, if made, would be within the prescribed limit under section 224(1-B) of the Companies Act, 1956. The notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

The particulars of employees, required to be furnished under section 217(2A) of the companies Act 1956 read with companies (Particulars of Employees ), Rules 1975 as amended, there are no employees covered by the said Rules.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the encouragement, co-operation and support receive by the Company from the local authorities, banks, customers, suppliers, and business their sincere appreciation of the valuable services rendered by the employees of the Company at all levels.

For & on Behalf of Board of Directors

Date : 31st July, 2012 R. K. Jain

Place : Indore Director

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Jun 30, 2011

The Directors are delighted to present their 19th Annual Report along with the Audited Accounts for the financial year ended 30th June 2011.

Financial Performance :

Year ended June 30, Rs. 2011 Rs. 2010

Income from Operations

Job work Charges 10,11,000.00 8,90,000.00

Sale of Software Exports ---- 10,00,000.00 Sale of Software Domestic ---- ----

Warehousing Receipts 5,96,850.00 8,50,000.00

Other Income 3,09,812.00 5,50,729.00

Total Income from Operations 19,17,662.00 32,90,729.00

Profit before Depreciation & Tax(-) 1,12,52,406.04 22,24,415.72

Less: Depreciation ---- 20,475.00

Profit before taxation (-) 1,12,52,406.04 22,19,940.72

Less: Provision for Taxation

Current Tax

MAT Credit Entitlement

Fringe Benefit Tax

Net Profit after tax (-) 1,12,52,406.04 22,19,940.72

Previous Year Adjustment - 4,142.49

Add: Balance bf from previous year 23,03,230.38 79,147.17

Balance available for appropriation (-) 89,49,175.66 23,03,230.38

Appropriation

Transfer to/(from) General Reserve

Interim dividend

Proposed final Dividend

Dividend for previous year

Tax on Dividends --

Balance carried to Balance Sheet (-) 89,49,175.66 22,24,083.21

RESULTS OF OPERATIONS

Your Company has recorded a total income of 10.11 lacs from software business and Rs. 5.97 lacs from warehousing Business and last year income from Software Development was Rs. 32.90 lacs. The Net Loss is Rs.112.52 lacs in 2011 against profit Rs. 22.20 lacs in the previous year.

RESERVES

During the year the company has not proposes to transfer any amount to the General Reserve.

DIVIDEND

The Directors of the Company are not recommending any dividend looking to the nominal accumulated profit in the Company

BUSINESS

The Company is doing Information Technology Business, Education in information Technology and warehousing business and has started earning profit. The company is also doing export of Software. The Company expects a good business in coming years.

The Company has started warehousing business during the year and also business of Education through IT.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company has been proactive in following the principles and practices of good governance. The Company has taken adequate steps to ensure that the condition of corporate governance as stipulated in Clause 49 of the Listing agreements of the Stock Exchange is complied with.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along withproper explanation relating to Material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at June 2011 and of the Profit and Loss Account for the Year ended June 30,2011.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting standards in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year. The Company does not have any Fixed Deposits with it since inception.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Particulars with regards to conservation of energy etc, as required under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable as the Company is not a manufacturing Company. The foreign exchange earning and expenditure of the Company is as follows

1. Earning Foreign Exchange Nil

2. Expenses in Foreign Exchange Nil

DIRECTORS

Shri Rajesh Jain director of the Company retires by rotation and being eligible offer himself for re-election.

AUDITORS

M/s M.S. Dahiya and Company Chartered Accountants are proposed to be reappointed as auditors to hold office until the conclusion of next Annual General Meeting. The Company has received certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 224(1-B) of the Companies Act, 1956. The notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

The particulars of employees, required to be furnished under section 217(2A) of the companies Act 1956 read with companies (Particulars of Employees ), Rules 1975 as amended, there are no employees covered by the said Rules.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the encouragement, co-operation and support receive by the

Company from the local authorities, banks, customers, suppliers, and business associates their sincere appreciation of the valuable services rendered by the employees of the Company at all levels.

For & on Behalf of Board of Directors

Date : October 31, 2011 R. K. Jain

Place : Indore Director

---

Jun 30, 2010

The Directors are delighted to present their 18th Annual Report along with the Audited Accounts for the financial year ended 30th June 2010. Financial Performance :

Year ended June 30, Rs. 2010 Rs. 2009

Income from Operations

Job work Charges 8,90,000.00 55,90,000.00

Sale of Software Exports 10,00,000.00 16,42,279.00

Sale of Software Domestic - 2,43,000.00

Warehousing Receipts 8,50,000.00 -

Other Income 5,50,729.00 5,24,947.00

Total Income from Operations 32,90,729.00 80,00,226.00

Profit before Depreciation & Tax 22,24,415.72 36,02,458.20

Less: Depreciation 20,475.00 16,197.50

Profit before taxation 22,19,940.72 35,86,260.70

Less: Provision for Taxation

Current Tax - -

MAT Credit Entitlement - -

Fringe Benefit Tax - 9500.00

Net Profit after tax 22,19,940.72 35,76,760.70

Previous Year Adjustment 4,142.49 -

Add: Balance bf from previous year 79,147.17 (3497613.53)

Balance available for appropriation 23,03,230.38 79147.17

Appropriation

Transfer to/ (from) General Reserve - -

Interim dividend - -

Proposed final Dividend - -

Dividend for previous year - -

Tax on Dividends - -

Balance carried to Balance Sheet 23,03,230.38 79147.17



RESULTS OF OPERATIONS

Your Company has recorded a total income of Rs. 32.90 lacs in 2010 from Software and Information Technology, IT Education and warehousing Business and last year income from Software Development was Rs. 74.75 lacs. The Net Profit after tax is Rs. 22.24 lacs in 2010 against Rs. 35.77 lacs in the previous year.

RESERVES

During the year the company has not proposes to transfer any amount to the General Reserve.

DIVIDEND

The Directors of the Company are not recommending any dividend looking to the nominal accumulated profit in the Company

BUSINESS

The Company is doing Information Technology Business, Education in Information Technology and warehousing business and has started earning profit. The company is also doing export of Software. The Company expects a good business in coming years.

The Company has started warehousing business during the year and also business of Education through IT. The company has taken on lease a warehouse from MPAKVN (U) Ltd. a govt, of MP undertaking on a three year lease.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company has been proactive in following the principles and practices of good governance. The Company has taken adequate steps to ensure that the condition of corporate governance as stipulated in Clause 49 of the Listing agreements of the Stock Exchange is complied with.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors hereby state and confirm that:

(i) In the preparation of the annual accounts, the applicable accounting Standards have been followed along with proper explanation relating to Material departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at June 2010 and of the Profit and Loss Account for the Year ended June 30,2010.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting standards in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year. The Company does not have any Fixed Deposits with it since inception.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Particulars with regards to conservation of energy etc, as required under Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable as the Company is not a manufacturing Company. The foreign exchange earning and expenditure of the Company is as follows

1. Earning Foreign Exchange US $ 0.21 lacs

2. Expenses in Foreign Exchange Nil

DIRECTORS

Shri Vineet Shrivastava director of the Company retires by rotation and being eligible offer himself for re-election.

AUDITORS

M/s M.S. Dahiya and Company Chartered Accountants are proposed to be reappointed as auditors to hold office until the conclusion of next Annual General Meeting. The Company has received certificate from them to the effect that their appointment, if made, would be within the prescribed limit under section 224(1-B) of the Companies Act, 1956. The notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

The particulars of employees, required to be furnished under section 217(2A) of the companies Act 1956 read with companies (Particulars of Employees ), Rules 1975 as amended, there are no employees covered by the said Rules.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the encouragement, co-operation and support receive by the Company from the local authorities, banks, customers, suppliers, and business associates their sincere appreciation of the valuable services rendered by the employees of the Company at all levels.

For & on Behalf of Board of Directors

Date : August 16, 2010 S. L. Jain

Place : Indore Chairman