Sylph Technologies Ltd Directors Report

To,

The Members of

SYLPH TECHNOLOGIES LIMITED

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 years 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 NonIndependent 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 COMPANYS 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

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 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 reappointment. 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 reappointment

21. AUDITORS 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 AUDITORS 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:

Companys 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 companys 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 Companys 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 Directors Report as “Annexure

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