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

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITORS' RESPONSIBILITY

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

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

OPINION

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

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

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

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

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

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

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

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

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

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

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

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

I. In the respect of Fixed Assets :

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

* The management has physically verified the fixed assets

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

II Inventory :

During the year company does not maintain any Inventory.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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