To,

The Members,

The Directors are delighted to present their 30th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2022.

IMPACT OF COVID-19:

In the FY 2021-2022 the COVID-19 pandemic continued to spread rapidly into a global crisis forcing governments to enforce lock-downs of all economic activity. For the Company the focus immediately shifted to ensuring the health and well-being of all employees and on minimizing disruption to services for all our customers globally. There is a hope that the company will recover its losses and improve its performance in coming future.

TRANSFER TO RESERVE:

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

DIVIDEND:

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

DEPOSITS:

The Company has not accepted deposits during the year under review. No amount has remained unpaid or unclaimed as at the end of the year, therefore, there is no default in repayment of deposits or payment of interest thereon during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Old Promoters Mr. Rajesh Jain and Mrs. Jayshri Jain entered into a Share Purchase Agreement with the acquirer Mr. Amarlal Arjandas Kukreja and Mrs. Mona Amarlal Kukreja for acquiring 35,80,074 (Thirty-Five Lakhs Eighty Thousand and Seventy-Four) fully paid equity-shares of f 10.00/- (Rupees Ten Only) each (hereinafter referred to as 'Equity Shares'), representing 24.03% of the fully issued, subscribed and paid-up Equity Share capital and voting rights capital of Sylph Technologies Limited shares of the company, the acquirer gone for the open offer for acquiring shares through Merchant banker and taken approval of SEB1 for open offer and complied with all the requirements of SEB1 (Substantial Acquisition of Shares and Takeovers) Regulation, 2011Further, as a result of takeover there is a change in management of the company, consequently there is a change in directors and control of the company,

During the year under the review, Mr. Rajendra Verma (D1N:06547144) was appointed as an Additional Independent director w.e.f. 30th June, 2021, and was regularised for the period of five years in Annual General Meeting of the company, held on 2nd August, 2021. Further, due to takeover, there is a change in the management of the company and consequently Mr. Rajendra Verma has resigned from the office of directorship w.e.f. 13thJune, 2022,

During the year under the review, Mrs. Jayshri Jain (D1N:01824937) Non-Executive, Women Director of the company has resigned from the directorship due to personal reason w.e.f. 14th January, 2022, and Mrs. Ami SapanCyclewala (DIN: 09561765) has been appointed as an Additional and Independent Women director in her place w.e.f. 12th April, 2022, and Mrs. Ami Sapan Cyclewala (DIN: 09561765) will be regularised and appointed for the period of five years in the ensuing Annual General Meeting and will hold office till the conclusion of 35th Annual General meeting as an Independent Director of the company,

During the year under the review, Mr. Vineet Shrivastav (D1N:00838244) Whole Time Director of the company has resigned from the directorship due to personal reason w.e.f. 18th February, 2022 and Mr. DigantNarendrabhai Desai (DIN: 09552263) has been appointed as Additional and Whole Time Director of the company in his place w.e.f. 12th April, 2022, who will hold office till the conclusion of ensuing Annual General Meeting, but due to personal reason Mr. Digant Narendrabhai Desai (DIN: 09552263) has tendered his resignation from the office of directorship w.e.f. 13th June, 2022,

Further, due to takeover of the company there is a change in management and change in promoters of the company. Consequently, Mr. Amarlal Arjandas Kukreja and Mrs. Mona Amarlal Kukreja are appointed by the Board of Directors as an Additional Promoter and Managing Director and Additional Promoter Director of the company in its Board Meeting held on 13th June, 2022, and Mr. Amarlal Arjandas Kukreja appointed as an Additional Promoter and Managing Director and his appointment is rectified in ensuing Annual General Meeting and appointed as a Managing Director of the company for a period of five of years, and Mrs. Mona Amarlal Kukreja appointed as an Additional Promoter Director is regularised in ensuing Annual General Meeting as a Non-Executive Director of the company,

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,

During the year under the review, CS Ruchi Barche (M.No.48600) Company Secretary and Compliance Officer of the company has resigned from the office on 30th June, 2021, and CS Sonia Verma (M.No.63984) was appointed in her place as company Secretary and Compliance Officer on 30th June, 2021, thereafter, CS Sonia Verma (M.No.63984) has resigned from the office on 22nd September, 2021, and CS Varsha lnchurkar (M.No.65719) is appointed in her place as a Company Secretary and Compliance Officer of the company on 10th November, 2021.

Further, In consequence of takeover of a company.

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy are as follows:

The policy of the Company on directors' appointment including criteria for determining qualifications, positive attributes, independence of a Director and a policy relating to remuneration of Directors, Key Managerial Personnels and other employees provided under section 178 of the Companies Act, 2013 is in place. The remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practices. The Company's policy on directors' appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 is available on the website of the Company i.e. www.svlphtechnologies.com.

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-ii", together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RELATED PARTY TRANSACTIONS DISCLOSURE :

The disclosure required under sub section (1) of section 188 are mentioned in Form AOC-2 which is annexed herewith as "Annexure -v".

AUDITOR:

At the Annual General Meeting to be held on llthJuly, 2022, M/S lnani&lnani, Chartered Accountants, FRN/Membership No. 120507W is proposed to be appointed as Statutory Auditor of the company is placed for ratification by shareholders at the ensuing annual general meeting; in place of M/s ABN & Co. Chartered Accountant, (1CA1 FRN.-004447C) who's term of appointment will be completedin 30th Annual General meeting.

SECRETARIAL AUDIT AND SECRETARIAL AUDIT 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 Purtika Rani Sahu (M.No.65864), Company Secretary in practice (C.P. No. 24664) to undertake the Secretarial Audit of the Company for the Financial Year 2021-2022.

During the year under the review the company received the following observations from the Secretarial Auditor of the company in Secretarial Audit Report for the financial year 2021-22 are-

1. The Company has Non-Compliance with the Proviso to Regulation 18 (l)(b) of the SEB1 (LODR) Regulation, 2015. The Audit Committee has not constituted2/3 of the independentdirectors in the committee for the two consecutive quarters (April-June & July-September). However, the committee reconstituted with the correct composition in its Board Meeting and the same has been filled to BSE dated 30th June 2022, but filed incorrect composition for the said two consecutive quarters (April-June & July-September),further the same has been rectified and filed with BSE through XBRL dated 17.11.2021; to which management hereby states that by mistake the company has filed incorrect composition for the said two consecutive quarters (April-June & July- September) but the same was rectified and the correct composition was filed to BSE, the company will take care of the same in future.

2. The Company has Non-Compliance with the Proviso to Regulation 19(l)(b) of the SEB1 (LODR) Regulation, 2015 for the two consecutive quarters (April-June & July-September),The Committee has appointed one executive director. However, the committee reconstituted with the correct composition in its Board Meeting and the same has been filled to BSE dated 30th June 2021, but filed incorrect composition for the said two consecutive quarters (April-June & July-September),further the same has been rectified and filed with BSE through XBRL dated 17.11.2021;

to which management again hereby states that by mistake the company has filed incorrect composition for the said two consecutive quarters (April-June & July-September) but the same was rectified and the correct composition was filed to BSE, the company will take care of the same in future.

3. The Company has Non-Compliance with Proviso to Regulation 27(2) of the SEB1 (LODR) Regulation, 2015 for Corporate Governance Report. During the quarter ended June, the committees of the board have been reconstituted in the Board Meeting dated 30th June 2021.Further for the said two consecutive quarters Corporate Governance Report has been filed with incorrect composition.However, the same has been rectified and filed with BSE through XBRL dated 17.11.2021

to which management again hereby states that by mistake the company has filed incorrect composition for the said two consecutive quarters (April-June & July-September) but the same was rectified and the correct composition was filed to BSE, the company will take care of the same in future.

4. The Company has received notices from BSE for the said non-compliances and late submission of disclosures during the period under review; to which the management hereby states that there is a non- compliance due to incorrect filing on BSE but the management will taken care of the same in future.

5. The company has filed disclosures of Regulation 24A, Regulation 23(9), and Regulation 34 beyond the prescribed period with fines under the review period to which the management hereby states that the company made delayed in compliance under Regulation 24A and Regulation 23(9) with the payment of fines. Further, the company under observation for non-compliance under regulation 34 due to technical reason, but the same was complied and the management will taken care of the same in future.

Secretarial Audit report and Secretarial Compliance Report for the Financial Year ended 31st March 2022 is annexed herewith as: "Annexure-iv & Annexure-iv(a)" to this report.

AUDITOR'S REPORT

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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.

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.

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.

FOREIGN EXCHANGE EARNINGS AND OUT GO :

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

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.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(i) In the preparation of the annual accounts, the applicable Indian Accounting Standards (1ND AS) 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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 were carried out by the 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.

MEETINGS OF BOARD:

During the year 8 (Eight) Board Meetings, 5 (Five) Audit Committee Meetings, 3 (Three) Stakeholders relationship Committee Meetings and 3 (Three) Nomination and Remuneration Committee meetings were convened and held. The details of which are given in the Corporate Governance Report in "Annexure-ii". The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The particulars of Loans, guarantees or investments covered under Section 186 of company act, 2013 form part of notes to the financial statements provided in this annual report.

INTERNAL CONTROL SYSTEMS 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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

SUBSIDIARY COMPANY:

There is no subsidiary of the company at the end of the year.

DETAILS OF SUBSIDIARY/IOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given asAOC-1 "Annexure-iii".

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.Audit committee shall oversee the vigil mechanism.The vigil mechanism ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

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 27yearold 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.

LISTING WITH STOCK EXCHANGES: The Company's Shares are listed on BSE. The Company confirms that it has paid the Annual Listing Fees to BSE.

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 were 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.

CHANGE IN PROMOTER AND MANAGEMENT THROUGH TAKEOVER

The New Promoters Mr. Amarlal Arjandas Kukreja and Mrs. Mona Amarlal Kukreja came out with open offer and acquired 26 percent shares of the company by way of offer, The open offer was approved by SEB1 and after completion of takeover process, there will be change in the promoter and management of the company. Consequently, old Promoters Mr. Rajesh Jain & Mrs. Jayshri Jain will cease and handover the management of the company to the new promoters and the new promoters of the company will be Mr. Amarlal Arjandas Kukreja and Mrs Mona Amarlal Kukreja.

DISCLOSURES-

i. There was no change in the nature of business of the Company during the year under review.

ii. The composition of the Audit Committee of the Company is provided under Corporate Governance Report forming part of this Annual Report. Further, all the recommendations made by the Audit Committee were accepted by the Board.

iii. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the Report.

iv. There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

v. The internal financial controls with reference to the financial statements of the Company are adequate and commensurate to the size of the Company.

vi. The Annual Return of the Company is placed on the website of the Company i.e.http://www.svlphtechnologies.com/agm.htmlalong with annual report.

vii. During the year under review, the Company has neither given any guarantee or provided any security in connection with a loan to any other body corporate or person nor invested any fund in the securities of any other body corporate or extended loan to any Company. During the year under review, the Company had no profits and therefore, the Company does not propose to carry any amount to its reserves.

viii. The provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy] Rules, 2014 related to Corporate Social Responsibility are not applicable as the Company does not meet the criteria specified therein.

ix. No the Whole-Time Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries.

x. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12] of the Act and Rules framed there under.

xi. The Company is not required to give any disclosure under the provisions of sub-section (3) of section 67 of the Companies Act, 2013.

xii. No disclosure, as to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained,

xiii. The Company has complied with provisions relating to the constitution of Internal Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no case of sexual harassment reported in the last financial year.

xiv. All the amount of unclaimed dividend and the respective shares have already been transferred in the preceding financial years to Investor Education and Protection Fund (IEPF). The shareholders whose unpaid and unclaimed divided and/or have been transferred to IEPF can claim the same in the prescribed form.

xv. During the year under the review, the company has taken loan from banks which is secured against fixed deposit.

xvi. During the year under review, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

xvii. The Company has complied with Secretarial Standards applicable to it from time to time.

xviii. Acknowledgement from Erstwhile Promoters

Mr. Rajesh Jain and Mrs. Jayshri Jain has decided to retire from business and have sold all their holdings in the company to Mr. Amarlal Arjandas Kukreja and Mrs. Mona Amarlal Kukreja, They wish to place on record their thanks to all stakeholders of the company for their support.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to all with whose help, cooperation and hard work the Company is able to achieve the results.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

SYLPH TECHNOLOGIES LIMITED