Sylph Technologies Ltd Auditor Reports

To The Members of 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

Annexure-A to the Independent Auditors’ Report

The Annexure referred to in Independent Auditor’s report to the members of

SYLPH TECHNOLOGIESLIMITED for the year ended 31st March 2024. We report that:

I. In respect of the Company’s fixed assets:

a) (i)The Company has maintained proper records showing full particulars including quantitativedetails and situation of Property Plant & Equipment. (ii)The company does not own any intangible asset

b) The Management has confirmed that the Fixed Assets have been physically verified by themat reasonable time intervals in a phased manner, which in our opinion is reasonable havingregards to size of the Company and the nature of its assets. No material discrepancies werenoticed on such verification.

c) According to the information and explanations given to us and on the basis of ourexaminations of the records of the company, the title deeds of immovable property are heldin the name of the company.

d) The company has not revalued its Property Plant & Equipment during the year.Accordingly,the reporting under Clause 3(i)(d) of the Order is not applicable to the Company.

e) According to the information and explanations given to us and on the basis of ourexaminations of the records of the company, no proceedings have been initiated or arepending against the company for holding any Benami Property under the BenamiTransactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder.

II. In respect of Company’s inventory:

a) The physical verification of inventory has been conducted at reasonable intervals bytheManagement during the year and, in our opinion, the coverage and procedures of suchverification by Management is appropriate. There were no discrepancies noticed on physicalverification of inventory as compared to book records.

III. a) During the year the company has not provided loans to companies, firms, LLP and otherparties details are as follows:

b) According to the information and explanations given to us and based on the audit proceduresconducted by us, we are of the opinion that the terms and conditions under which loans havebeen granted by the company during the year are not prejudicial to the company’s interest.

c) The schedule of repayment of principal and payment of interest has not been stipulated;therefore, repayments or receipts of principal amounts and interest cannot be determined.

d) In absence of any stipulation overdue amount of principal and interest cannot bedetermined.

e) No loans or advances has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

f) Company has not granted loans or advances in the nature of loans either repayable ondemand or without specifying any terms or period of repayment to related parties as definedin clause (76) of section 2 of the Companies Act, 2013. Accordingly, the requirement to reporton clause 3(iii)(f) of the Order is not applicable to the Company.

IV. In our opinion and according to the information and explanation given to us, the company hascomplied with the provisions of section 185 and 186 of the Companies Act, 2013 with respect toloans, investments and guarantees given.

V. The company has not accepted any deposits within the meaning of section 73 to 76 of the Actfrom the public. Accordingly, the provisions of clause 3(v) of the order are not applicable to theCompany.

VI. The Central Government has not prescribed maintenance of cost records under section 148(1) ofthe Company Act 2013, in respect of the activity carried on by the company.

VII. According to information and explanations given to us, in respect of statutory dues:

a) The company is generally regular in depositing with appropriate authorities undisputedstatutory dues including Provident Fund, Investor Education

Protection Fund, Employees’State Insurance, Income Tax, Sales Tax, Goods and Service Tax, Custom Duty, Excise Duty, Cess and other material Statutory Dues, if any, as are applicable to it.

According to the information and explanation given to us, no undisputed amounts payable inrespect of Income Tax, Sales Tax, Goods and Service Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory Dues were outstanding, at the year-end for a period of more than six monthsfrom the date they became payable.

(b) According to the information and explanation given to us, there are no dues of Sales Tax,Income Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account ofany dispute.

VIII According to the information and explanation given to us, there was no transaction foundunrecorded in books of accounts of the company which have been surrendered or disclosed asincome during the year in the tax assessment under the Income Tax Act,1961.

IX. (a)In our opinion and according to the information and explanation given to us, the company hasnot defaulted in repayment of loans or borrowings to a financial institution, bank, Governmentor dues to debenture holders.

(b) According to the information and explanations given to us and on the basis of our auditprocedures, we report that the Company has not been declared willful Defaulter by any bankor financial institution or government or any government authority.

(c) In our opinion, and according to the information and explanations given to us, the term loanshave been applied, on an overall basis, for the purposes for which they were obtained.

(d) According to the information and explanations given to us, and the procedures performed byus, and on an overall examination of the financial statements of the Company, we report thatthe Company has not used funds raised on short-term basis for long-term purposes.

(e)The company does not have any subsidiary, associate and joint venture hence reporting underclause 3(IX)(e) of the Order is not applicable to the Company.

(f) The company does not have any subsidiary, associate and joint venture hence reporting underclause 3(IX)(f) of the Order is not applicable to the Company.

X. a) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. hence reporting under clause3(X)(a) of the Orderis not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fullyor partially or optionally convertible debentures during the year. Accordingly, the reportingunder Clause 3(x) (b) of the Order is not applicable to the Company.

XI. (a) During the course of our examination of the books and records of the Company, carried out inaccordance with the generally accepted auditing practices in India, and according to theinformation and explanations given to us, we have neither come across any instance ofmaterial fraud by the Company or on the Company, noticed or reported during the year, norhave we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out inaccordance with the generally accepted auditing practices in India, and according to theinformation and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was notrequired to be filed with the Central Government. Accordingly, the reporting under Clause3(xi)(b) of the Order is not applicable to the Company.

(c) As per information and explanation given by the management there were no whistle blowercomplaints received by the company during the year.

XII. As, the company is not a NIDHI company. Accordingly, paragraph 3 (xii) of the order is notapplicable.

XIII. According to the information and explanation given to us and based on our examination of therecords of the company transactions with the related parties are in compliance with section177 and 188 of Companies Act 2013, where applicable and details of such transactions havebeen disclosed in the financial statements as required by the applicable accounting standards.

XIV. (a) Company has an internal audit system commensurate with the size and nature of its business. (b) Reports of the internal auditors for the period under audit are considered by us.

XV. According to the information and explanation given to us and based on our examination of therecords of the company, the company has not entered into any non-cash transaction withdirectors or persons connected with him as referred to in section 192 of Companies Act, 2013.

XVI. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank ofIndia Act, 1934. Accordingly, the reporting under Clause 3(xvi)(a) of the Order is not applicableto the Company (b) The Company has not conducted non-banking financial / housing finance activities duringthe year. Accordingly, the reporting under Clause 3(xvi)(b) of the Order is not applicable to theCompany. (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made bythe Reserve Bank of India. Accordingly, the reporting under Clause 3(xvi)(c) of the Order is notapplicable to the Company. (d) This clause is not applicable to company as it is not CIC.

XVII. The company has not incurred cash losses during the year and not incurred cash losses duringimmediately preceding financial year.

XVIII. No resignation of the statutory auditors has taken place during the year.

XIX. According to the information and explanation given to us and on the basis of financial ratios,ageing and expected dates of realization of financial assets and payment of financial liabilities,other information accompanying the financial statements, our knowledge of the Board ofDirectors and management plans and based on our examination of the evidence supportingthe assumptions nothing has come to our attention which causes us to believe that materialuncertainty exists as on the date of audit report and company is not capable of meet itsliabilities existing at the date of balance sheet as and when they fall due within a period of oneyear from the date of balance sheet. We, however, state that this is not an assurance as to thefuture viability of the Company. We further state that our reporting is based on the facts up tothe date of audit report and we neither give any guarantee nor any assurance that all liabilitiesfailing due within a period of one year from the balance sheet date, will get discharged by theCompany as and when they fall due.

XX. Provisions for CSR as per section 135 of The Companies Act 2013 is not applicable on thecompany.

XXI. The company is not a Holding company as such this clause is not applicable.

	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

Annexure B to the Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of

Section 143 of theCompaniesAct, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SYLPH TECHNOLOGIES LIMITED as of31st March, 2023 in conjunction with our audit of the financial statements of the Company for the year endedon that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based onthe internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to anaudit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financialcontrols over financial reporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financial controls system over financial reporting of the company.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A companys internal financial controlover financial reporting includes those policies and procedures that

(1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition, use, or disposition of the companys assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to error orfraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financial control over financialreporting may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanation given to us, the Company has, inall material respects, an adequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at 31st March 2023, based on theinternal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

	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