We have audited the accompanying standalone financial statements of Sylph Technologies Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement
of Cash Flows for the year then ended, and notes to the financial statements, including a summary of
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 standalone 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 accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and
its loss including Other Comprehensive Income, its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the
audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current year. These matters were addressed in the context of
our audit of the financial statements as a whole.

1. Recognition and measurement of investments in shares and securities (Ind AS 109):

The Company has significant investments in shares and securities, and incurred losses during the year,
resulting in recognition of fair value changes in the Statement of Profit and Loss and Other
Comprehensive Income (Note 24). This involved significant management judgment and estimation.

2. Conversion of Warrants into Equity Shares

During the year, the option of fully convertible warrants of Rs. 12,55,83,333 (Twelve Crores Fifty-
Five Lakhs Eighty-Three Thousand Three Hundred and Thirty-Three) was exercised and 12,55,83,333
Equity Shares having Face value of Rs. 1 were allotted to the persons belonging to non-promoters,
public category.

Emphasis of Matter

We draw attention to Note 24 of the financial statements which describes that the Company has
reported significant Other Comprehensive Income/(Loss) arising out of remeasurement of its
investments. Our opinion is not modified in respect of this matter.

Other Matter

During the year, M/s BMGS & Associates, Chartered Accountants resigned as statutory auditors.

We were appointed as statutory auditors to fill the casual vacancy. Our opinion is not modified in
respect of this matter.

Responsibilities of Management and Those Charged with Governance

The Company’s Board of Directors is responsible for the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance including
Other Comprehensive Income, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate
accounting records, safeguarding of assets, prevention and detection of frauds and other irregularities,
selection and application of appropriate accounting policies, making reasonable and prudent judgments
and estimates, and design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring accuracy and completeness of accounting records and relevant
disclosures.

In preparing the Standalone Financial Statements, management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so. The Company’s Board of Directors are also responsible for overseeing the Company’s financial
reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users on the basis of Standalone
Financials Statements.

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic 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 maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial
controls with reference to Standalone Financial Statements in place 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 the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements,
including the disclosures, and whether the Standalone Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
the Standalone Financial Statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Standalone Financial Statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of Section 143(11) of the Act, we give in the
Annexure - A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2025

taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025
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 Standalone

Financial Statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s internal financial controls with reference to
Standalone Financial Statements.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended, In our opinion and to the best of our
information and according to the explanations given to us, the remuneration paid by the Company to
its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company has not disclosed the impact of pending litigations on its financial position in its
Standalone Financial Statements. Refer Note 27 (1) Contingent Liability to the Standalone Financial
Statements.

ii. The Company did not have any long-term contracts including derivative contract for which there
were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity (“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 any manner whatsoever by or on
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any
person or entity, including foreign entity (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

vi. Based on our examination, which included test checks, the Company has used accounting software
systems for maintaining its books of account for the financial year ended March 31, 2025 which have
the feature of recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transactions recorded in the software systems. Further, during the course of our audit we
did not come across any instance of the audit trail feature being tampered with and the audit trail has
been preserved by the Company as per the statutory requirements for record retention.

For F H M S V & Co.

Chartered Accountants

CA Pratik Vora
Partner

Membership No.169020
F.R.N. No. 0128276W
UDIN: 25169020BMHWVP2656
Place: - Rajkot
Date:- 30th May 2025