The Board of Directors hereby submits the report of the business and operations of your company (“theCompany” or “SYLPH Technologies limited”) along with the audited financial statements, for thefinancial year ended March 31, 2025.
The financial performance of the Company for the Financial Year ended March 31, 2025 is summarizedbelow: -
Particulars
Current year
Previous Year
(2024-25)
(2023-24)
Revenue from Operation (Including other OperatingIncome)
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
Tax: Deferred Tax/Earlier Year
(0.01)
15.40
Profit/ (Loss) after Tax
(92.81)
(251.46)
Surplus brought forward from previous years
Amount available for appropriations
Earnings per share (T) :
Basic
(0.03)
(0.11)
Diluted
During the year under review, the Company has earned revenue from operation of Rs.195.91/- Lacs as against the previous year’s revenue from operation of Rs 1574.91/-Lacs. TheCompany incurred Net Loss amounting Rs. 92.81/- Lacs as against Net loss of Rs. 251.46/-Lacs in the previous year.
The Equity shares of the company are presently listed only on BSE Limited.
During the year the company has not proposed to transfer any amount to the General Reserve.
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 directorswere holding convertible instruments as on date.
During the year under review, on 09th April, 2024, company allotted equity shares onconversion 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 amountaggregating to Rs. 2,40,00,000/- at the rate of Rs. 2.40 (Rupees Two and Forty Paise only) perwarrant (being 75% of the issue price per warrant) from the allottees pursuant to the exerciseof 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 1,35,00,000equity shares of face value of Re. 1/- each at an issue price of Rs. 3.20 each (including apremium 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 inaccordance with the provisions of SEBI (ICDR) Regulations, 2018.
As on 31st March 2025, Our Company have 4,28,34,000 outstanding warrants, with an optionto convert or securities which are convertible at a later date into Equity Shares;
Your directors have considered it financially prudent in the long-term interest of the Companyto reinvest the profits in the business of the Company to build a strong reserve base and growthe business of the Company. No final dividend has therefore been recommended for the yearended March 31, 2025.
The Corporate Governance and Management Discussion & Analysis Report, which form anintegral part of this Report, are set out as separate “Annexure-III”, together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
Material Changes and Commitments Affecting Financial Position of the Company:
Subsequent to the end of the financial year i.e. 31st March 2025 and up to the date of thisReport, the following material changes and commitments have occurred which have an impacton the financial position of the Company.
At its meeting held on 5 December 2024, the Board of Directors of Sylph TechnologiesLimited, in accordance with Section 62(1)(a) of the Companies Act, 2013, approved a rightsissue for an amount not exceeding ?49 crore.
Subsequently, the company received in-principle approval from BSE Limited on 14 February2025 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 of48,90,90,000 fully paid-up equity shares of face value ?1 each, to be offered at an issue priceof ?1 per share. The total issue amounts to ?48,90,90,000, to be offered to eligibleshareholders 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.
On October 2024 Listing approval received for conversion of 1,35,00,000 warrants into equityshares of Re. 1/- each issued at premium of Rs. 2.20/- bearing distinctive numbers from345166001 to 358666000 issued to non-promoter on preferential basis.
*Maxrotth Foods Limited become subsidiary of the sylph technologies limited from 1stAugust 2025 as Sylph Technologies limited has Purchased 8,35,000 (Eight Lakhs Thirty FiveThousand) 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 10th2025.
Maxrotth Foods Limited has allotted 11,42,000 Equity shares of Rs.10 each at a premium ofRs. 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) ofSemitrone Conchem Limited. a public company incorporated under the provisions of theCompanies Act, 2013, bearing CIN: U24304GJ2018PLC100836.
Consequent to the aforesaid acquisition, Semitrone Conchem Limited has become anAssociate Company of Sylph Technologies Limited in terms of Section 2(6) of theCompanies Act, 2013.
As per Companies Act, 2013 and as on 31st March 2025 the company is neither having anySubsidiary Company u/s 2(87) nor any Associate Company u\s 2(6) and hence, do not call forany disclosure under this head.
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette datedFebruary 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replacedthe existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 readwith Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted IndianAccounting Standards (“Ind AS”) from April 01, 2017 (transition date to Ind AS is April01, 2016) and the financial Statements have been prepared in accordance with recognitionand measurement principal of Indian Accounting Standards (“Ind AS”) as prescribedunder the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133of the Companies Act, 2013.
The Annual Accounts for the year ended 31st March, 2025 have also been prepared inaccordance with Indian Accounting Standard (Ind AS).
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 inForm MGT-9 is available on website of the Company i.e. www.sylphtechnologies.com
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best oftheir knowledge and ability, confirm that:
In the preparation of the annual accounts for the year ended March 31, 2025, the applicableaccounting standards read with requirements set out under Schedule III to the Act, have beenfollowed and there are no material departures from the same;
a) The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31, 2025 and of the profit of theCompany for the year ended on that date
b) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assetsof 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 Companyand 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 allapplicable laws and that such systems are adequate and operating effectively.
The directors has laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation andpresentation of financial statements.
The Company has an Internal Control System, commensurate with the size, scale andcomplexity of its operations. The scope and authority of the Internal Auditor is defined in theInternal Audit Manual. To maintain its objectivity and independence, the Internal Auditorreports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitorsand evaluates the efficacy and adequacy of internal control system in the Company, itscompliance with operating systems, accounting procedures and policies at all locations of theCompany. Based on the report of Internal Auditor, process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
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 withSchedule IV and all other applicable provisions of the Companies Act, 2013 andCompanies (Appointment and Qualification of Directors) Rules, 2014 (including anyStatutory modification(s) or re-enactment thereof for the time being in force) andRegulation 17 of SEBI (LODR) Regulation 2015, the composition of Board of Directorand Key Managerial Personnel are as follows:
S.No.
Key Managerial PersonName
DIN/ PAN
Designation
Date of Date ofAppointment Cessation
1.
Mr. Pranay Vaid
09816710
Managing Director
24-12-2022
05-05-2025
2.
Ms. Minaxi Pareek
09769729
Non-ExecutiveIndependent Director
16-02-2023
28-01-2025
3.
Mr. Pankaj Kalra
09816592
10-03-2025
4.
Ms. Archana Gulia
09816488
Non-Executive Non¬Independent Director
26-06-2025
5.
Mr.Shishpal Singh
00171243
Non-Executive - NonIndependent Director
07-10-2023
03-10-2024
6.
Mr. Shailesh bajibhai patel
02456670
28-09-2023
-
7.
MrJainishVijaybhai Bhavsar
10944118
8.
Mr. Vishal Mehra
09717741
Additional Director
9.
Mr.Hasmukh Nanalal Shah
00398666
10-06-2025
10.
Mr.Nilesh Jain
07785023
11.
Mrs.Priyanka K Gola
09384530
12.
Mr.Sandeep Shah
01850151
13.
Mrs.Divya Khandelwal
08444385
01-09-2025
14.
Ms. Nileema Mahanot
Company Secretary
14-08-2023
15.
Mr. Sachin Singh
CFO
17-10-2023
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 strongfoundation in innovation, integrity, and customer satisfaction, Sylph Technologies hasestablished 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, weare driving growth and impact across India from pioneering real estate developments andclean energy solutions to advanced waste management systems and global FMCG exports,Sylph Technology Ltd. exemplifies innovation, quality, and sustainability at every level.
Your Company has received declarations from all the Independent Directors confirming thatthey meet the criteria of independence as prescribed under the provisions of the CompaniesAct, 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 timebeing in force).
The following Meetings of the Board of Directors were held during the Financial Year2024-25:
S. No.
Date ofMeeting
Board
Strength
No. of Directors Present
% of Attendance
09-04-2024
6
100
16-05-2024
19-06-2024
14-08-2024
02-09-2024
05-09-2024
5
13-11-2024
05-12-2024
02-01-2025
4
22-02-2025
27-02-2025
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 intheir 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 theNomination and Remuneration Committee and in addition to it, performance evaluation ofexecutive directors was also carried out by the Independent Directors at their separatemeeting.
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 5thJanuary, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of theannual performance of the Directors/Board/Committees was carried out for the financial year2024-25.
The board of directors has carried out an annual evaluation of its own performance, Boardcommittees and individual directors pursuant to the provisions of the Act and the corporategovernance requirements as prescribed by Securities and Exchange Board of India (“SEBI”)under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors 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 thecommittee members on the basis of the criteria such as the composition of committees,effectiveness of committee meetings, etc. The Board and the Nomination and RemunerationCommittee (“NRC”) reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings. 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, takinginto account the views of executive directors and non-executive directors. The same wasdiscussed in the board meeting that followed the meeting of the Independent Directors, atwhich the performance of the Board, its committees and individual directors was alsodiscussed.
The Directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer, Company Secretary and various Department headsindividually 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 bearranged for the Independent Directors with aforesaid officials to better understand thebusiness and operation of the Company.
As a part of continuous updating and familiarization with the Company, every IndependentDirector will be taken for visits to the factory or manufacturing units and other branch of thecompany where the officials of the various departments apprise them of the operational andsustainability aspects of the plants to enable them to have full understanding on the activitiesof the Company and initiatives taken on safety, quality etc. The Company may also circulatenews and articles related to the industry from time to time and may provide specific regulatoryupdates.
M/s M S C S & Co., Chartered Accountants were appointed as Statutory Auditors of thecompany in the AGM held on 30th September 2024 to hold office from the conclusion of32nd Annual General Meeting till the conclusion of the 36th Annual General Meeting to beheld in the financial year 2028-29.
However, M/s M S C S & Co (FRN: 132319W) resigned as statutory auditor of the companyw.e.f. February 13, 2025.
M/S. FHMSV & CO., Chartered Accountants, were appointed as Statutory Auditors of theCompany by the Board in its meeting held on 22nd February 2025, until the conclusion of thisAnnual General Meeting of the Company, to fill up Casual vacancy caused due to Resignationof M/s M S C S & Co., Chartered Accountants.
M/s FHMSV & CO., Chartered Accountants, being the Statutory Auditor of the companyshall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re¬appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and rulesmade 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., fromthe conclusion of this Annual General Meeting till the conclusion of the forthcoming ThirtySeventh Annual General Meeting of the Company (i.e., for a period of 5 years) to be held inthe calendar year 2029.
Further, the Company has received a written Certificate of eligibility cum Consent letter fromM/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 theCompanies Act 2013 and rules made thereunder. Members are requested to consider their re¬appointment
The Board has appointed M/s. FHMSV & CO, Chartered Accountants to conduct theStatutory Audit for the year 2024-25. There are no qualifications or adverse remarks in theAuditors' Report which require any clarification/explanation. The Notes on financialstatements are self-explanatory, and needs no further explanation. Further the Auditors' Reportfor the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal andinformation.
In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/sVishakha Agrawal & Associates, Practising Company Secretaries, Indore as the Secretarialauditor 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 shareholdersof the Company is annexed to this Report as “Annexure-A”.
The Secretarial Auditor in his Report has mentioned that During the period under review theCompany 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 2024under 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 ofthe 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 insubmission of application for trading approval by 6 days. As per the explanation receivedfrom 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 declinedto give the report for the quarter, in spite of continuous follow-ups and visits, therefore, thecompany has to take report from the new Statutory Auditor which caused in delay of filing offinancial results. Further, the Company has paid the fine in full.
Further we are implementing comprehensive measures to ensure full compliance with allapplicable laws and regulations
The Management has implemented business risk management policy. At present the companyhas 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 directorsand employees and to deal with instance of fraud and mismanagement, if any.
Company ensures that the operations of the company are conducted in the manner wherebyoptimum 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 notquantitative, 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 exchangeearnings 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 thisreport.
Company's operations are conducted by using in-house know how and no outside technology isbeing used for operating activities. Therefore, there is no outside technology absorption in thecompany. The Company has not incurred expenditure on research and development activitiesduring the year.
During the period under review there was no foreign exchange earnings or out flow.
Section 197 of companies act, 2013 read with rule 5 (2) of the Companies (Appointment andRemuneration 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 remunerationexceeding the limit as mentioned in relevant provision.
Pursuant to Section 178 of the Companies Act, 2013, Company had constituted the followingBoard 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 Reportforming an integral part of Annual Report.
Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security is proposed to be utilized by therecipient are provided in the Financial Statement.
♦ As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements)Regulations, 2015 entered into with the stock exchanges, corporate governance report withauditors' certificate there on and management discussion and analysis are attached, which formpart of this report.
♦ Details of the familiarization program of the independent directors are available on thewebsite of the Company (www.sylphtechnologies.com)
♦ The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism 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 company's website at(www.sylphtechnologies.com)
Our Company is committed to provide the healthy environment to all its employees, thecompany has in place a Prevention of the Sexual Harassment Policy and an Internalcomplaints redressal mechanism as per the requirements of Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013.
There was no complaint received from any employee during the financial year 2024-25, henceno complaints are outstanding as on 31.03.2025.
None of the transaction with related parties (related to business) falls under the scope ofSection 188(1) of the Act, Information on transactions with related parties pursuant to section134 (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.
During the year under review your Company has not accepted or invited any fixed depositsfrom the public and there were no outstanding fixed deposits from the public as on theBalance Sheet date.
Our Company has not accepted deposit from the public falling with in the ambit of Section 73of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.
None of the Directors of your Company are disqualified from being appointed as Directors asspecified under Section 164(2) of the Companies Act, 2013.
During the financial year 2024-25, there were no significant material orders passed by theRegulators or Courts or Tribunals which would impact the going concern status of yourCompany and its future operations.
The Audit Committee Comprises of Three Independent Directors namely Archana Gulia asmember Non-Executive Non-Independent Director, Mr. Shailesh Bajibhai Patel asChairperson, Non-Executive Independent Director & Mr. Jainish Vijaybhai Bhavsar asmember Non-Executive Independent Director. All recommendations made by the AuditCommittee were accepted by the Board.
The Committee inter alia reviews Internal Control Systems and reports of Internal Auditors adcompliance of various regulations. The Committee also reviews at length the FinancialStatements before they are placed before the Board of Directors of the company.
Stakeholders' relations have been cordial during the year, as a part of compliance, yourCompany has Stakeholders Relationship Committee to consider and resolve the grievances ofsecurity holders of your Company. There were no grievances pending as on 31st March,2025.A confirmation to this effect has been received from your Company's Registrar andShare Transfer Agent.
The Board has on recommendation of the Nomination and Remuneration Committee hasframed a policy for selection and appointment of Directors, Senior Management and theirremuneration and the evaluation. The Nomination and Remuneration Policy is forming part ofDirector's Report as “Annexure 4”.
Our Company continues to wholeheartedly participate in the Green Initiative undertaken bythe Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Membersthrough electronic mode. All the Members are requested to join the said program by sendingtheir preferred e-mail addresses to their Depository Participant.
Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 theBoard to Directors has formulated and adopted the “Code of Practices and Procedures for fairDisclosure of Unpublished Price Sensitive Information” (Code of Fair Disclosure) of theCompany.
The Board has also formulated and adopted “Code of Conduct for Prohibition of InsiderTrading” (Code of Conduct) of the company as prescribed under Regulation 9 of the saidRegulation.
The Board of Directors of your Company acknowledges their sincere appreciation for thesupport extended by the statutory authorities, the stock exchanges, advisors, shareholders andstaff of the Company for the valuable assistance, support and co-operation extended to theCompany and continuous support and faith reposed in the Company.