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DRAFT INFORMATION MEMORANDUM [In accordance with SEBI (Listing of specified securities on Institutional Trading Platform) Regulations, 2013]

SYLPH EDUCATION SOLUTIONS LIMITED

Our Company was originally incorporated in Indore as "Sylph Education Solutions Private Limited" on 29th January, 2010 under the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Madhya Pradesh. Our Company was subsequently converted in to a public limited company and consequently name was changed from Sylph Education Solutions Private Limited to “Sylph Education Solutions Limited" vide fresh certificate of incorporation dated 4th March, 2014 issued by the Registrar of Companies, Madhya Pradesh. Our Corporate identification number is U80302MP2010PLC023011.

Registered office & Corporate Office: ST 4, Press House, 22 Press Complex, A. B. Road, Indore (M.P.); Tel: 91-731-2571451-52; Fax: 91-731-2571451

Website: www.sylphedu.com; E-Mail: info@sylphedu.com

Contact Person & Compliance Officer: Mrs. Pinky Shrivastava, Company Secretary & Compliance Officer PROMOTERS OF THE COMPANY: DR. RAJESH JAIN

THIS INFORMATION DOCUMENT IS IN TERMS OF THE CHAPTER XC OF THE SEBI (ICDR) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME AND WE PROPOSE TO LIST OUR 10,00,000 EQUITY SHARES OF RS. 10/- EACH FULLY PAID-UP ON INSTITUTION TRADING PLATFORM (ITP) OF BSE SME.

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TABLE OF CONTENTS

TITLE Page No.

General

1. Definitions and Abbreviations 3

2. General Information 5

3. Eligibility Criteria 7

I. Business

1. Description of our Business and Operations 9

2. Financial Information 20

3. Capital Structure 30

4. Property 38

II. Risk Factors 39

III. Security Ownership of certain beneficial owners and Management 43

IV. Our Management 44

V. Our Promoter 50

VI. Related Party Transactions 51

VII. Outstanding Litigations and Material Development 52

VIII. Declaration 54

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GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, the following terms have the meanings given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

In this Information Memorandum, unless the context otherwise indicates, all references to “SESL”, “the Company”, “our Company” are to Sylph Education Solutions Limited, a company incorporated in India under the Companies Act, 1956 (the “Companies Act”) having its Registered Office at ST 4, Press House, 22 Press Complex, Indore-452001. Furthermore, all references to the terms “we”, “us” and “our” are to Sylph Education Solutions Limited.

Company/ Industry related terms

Term Description

Act/Companies Act The Companies Act, 1956 and The Companies Act, 2013 including any amendment and notification thereto.

AGM Annual General meeting Articles/Articles of Association Articles of Association of the Company AS Accounting Standard as issued by the Institute of

Chartered Accountant of India Auditor M/s M.S. Dhayia & Company, Chartered

Accountants the statutory auditors of our Company.

Board/Board of Directors of the Company Board of Directors of our Company i.e. Sylph Education Solutions Limited

BSE BSE Limited BSE-SME SME platform of BSE Limited Capital/ Share Capital/Equity Share Capital Equity Share Capital of the Company CDSL Central Depository Services (India) Limited DP Depository Participant Depository The Depositories Act, 1996 and amendment thereto. Equity Share(s) or Share(s) Means the equity shares of the Company having a face

value of Rs. 10/- unless specified otherwise in the context thereof. Equity Shareholder Means a holder of Equity Shares of Our Company Financial Year/Fiscal/FY Period of 12 months ended March 31 of that particular

year unless stated otherwise. ITP Institutional Trading Platform Memorandum/Memorandum of Association Memorandum of Association of the Company Promoter(s) Dr. Rajesh Jain RBI Reserve Bank of India ROC Registrar of Company, Madhya Pradesh SEBI Regulation/ SEBI The SEBI (Issue of Capital and Disclosure (ICDR) Regulations Requirements) Regulations, 2009 as amended T.P. Transfer of Property Act, 1882 SEBI Securities and Exchange Board of India

Stock Exchange Shall refer to the BSE Limited where the Shares of the Company proposed to list.

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Abbreviations

ABBREVIATION FULL FORM

AGM Annual General Meeting

AS Accounting Standards issued by the Institute of Chartered Accountants of

India

A.Y. Assessment Year

C.A Chartered Accountant

M.A. Master of Arts

B.E. Bachelor of Engineering

BPO Business process outsourcing

CAC Central Apprenticeship council

CDSL Central Depository Services (India) Limited

CEO Chief Executive Officer

C.S. Company Secretary

CII Confederation of Indian Industry

CSR Corporate Social Responsibility

DGET Directorate General of Employment and Training

EPS Earnings per Equity Share

FY / Fiscal Financial Year

GDP Gross Domestic Product

HR Human Resource

INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India

SME Small And Medium Enterprises

M. Com. Master of Commerce

MHRD ministry of human resource development

NAV Net Asset Value

No. Number

NCVT National Council of Vocational Training

NGO Non –Government orgnization

NSDC National Skills Development Corporation

NR Non Resident

NSDP the National Skill Development Policy

NSDL National Securities Depository Limited

P/E Ratio Price/Earnings Ratio

Eqty Equity

PAN Permanent Account Number

RBI The Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

RoC/Registrar of The Registrar of Companies, Gwalior, Madhaya Pradesh

Companies

RONW Return on Net Worth

VTP Vocational Training Program

QCI Quality Control of India

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GENERAL INFORMATION

SYLPH EDUCATION SOLUTIONS LIMITED

Our Company was originally incorporated in Indore as "Sylph Education Solutions Private Limited" on 29th January, 2010 under the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Madhya Pradesh. Our Company was subsequently converted in to a public limited company and consequently name was changed to “Sylph Education Solutions Limited" vide fresh certificate of incorporation dated 4th March, 2014 issued by the Registrar of Companies, Madhya Pradesh. REGISTERED OFFICE: ST 4, Press House, 22 Press Complex, A.B. Road (M.P.), Indore-452001 Tel: 91-731-2571451-52 Fax: 91-731-2571451 Website:www.sylphedu.com EMail: info@sylphedu.com COMPANY IDENTIFICATION NUMBER: U80302MP2010PLC023011 ADDRESS OF REGISTRAR OF COMPANIES 3RD FLOOR, 'A' Block, SANJAY COMPLEX JAYENDRA GANJ,GWALIOR PHONE: 0751-2321907 FAX: 0751-2331853 roc.gwalior@mca.gov.in BOARD OF DIRECTORS: Our Board of Directors comprise of the following members:

NAME DESIGNATION DIN ADDRESS

Dr. Rajesh Jain Director 01704145 54 Patrakar Colony,Indore

452001, Madhya Pradesh, India

Mrs. Jayshri Jain Director 01824937 54 Patrakar Colony,Indore

452001, Madhya Pradesh, India

Mr. Vineet Shrivastava

Independent Director 0838244

4AA, Scheme No 54 A B Road, Indore- 452001

Madhya Pradesh, India Mr. Kamal Kumar Bhandari

Independent Director 02067889

30/1, Roshan Singh Bhandari Marg,Race Course Road Indore

Mdhya Pradesh, India For further details of Management of our Company, please refer to section titled "Our Management" on page 44 of this Information Memorandum.

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COMPANY SECRETARY & COMPLIANCE OFFICER Mrs. Pinky Shrivastava 80, Shri Ganga Vihar Colony Khandwa Road Indore-452001 Mob: 9755091991 E-Mail:pinkysatyam@gmail.com STATUTORY AUDITORS M. S. Dahiya & Company 101 A, Press House, 22 Press Complex, A. B. Road Indore-452001 Tel: 0731-4072754 Contact Person: Mr. Harsh Firoda Firm Registration No.- 013855C PEER REVIEW AUDITOR CA. Satya Narayan Kabra 207 C Iind Floor Silver Mall RNTMarg Indore - 452008 Ph - 9425057065 Email:snkabraco@gmail.com Membership No. : 072497 Reviewer's Code No. : 04278807 ANGEL INVESTOR Mr.Ghanshyan Soni A 202 Ayodhya Appt. Manorama Ganj Indore -452001 (MP) (As a member of the Investor’s Association which is registered with the BSE SME ITP Platform and ITP NSE Emerge ) INVESTOR’S ASSOCIATION 103, Press House, 22 Press Complex, A.B Road Indore-452008 Contact: 0731-3252063 REGISTRAR OF THE COMPANY PURVA SHAREGISTRY(INDIA)PVT. LTD. 9, SHIV SHAKTI INDUSTRIAL ESTATE, J.R Boricha Marg , Opp. Kasturba Hospital Lower Parel (East) Mumbai-400011 Website: www.purvashare.com Contact No: 022-23010771 OUR BANKERS Bank Of India Siyaganj Branch Indore (M.P.)

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ELIGIBILITY CRITERIA We are an unlisted company as on date and we propose to list our Equity Shares on Institution Trading Platform (ITP) of BSE SME In terms of the Chapter XC of the SEBI (ICDR) Regulations, 2009. Our Company is eligible for the listing in terms of 106 Y and other provisions of Chapter XC of the SEBI (ICDR) Regulations, 2009. We Confirm that

1. The name of our company, our promoters, any of our group companies or directors do not appear in the wilful defaulters list of Reserve Bank of India as maintained by Credit Information Bureau (India) Limited;

2. There is no winding up petition against the company that has been admitted by a competent

court;

3. Our company, group companies or subsidiaries have not been referred to the Board for Industrial and Financial Reconstruction within a period of Four years prior to the date of application for listing;

4. No regulatory action has been taken against the company, its promoter or director, by the

Board, Reserve Bank of India, Insurance Regulatory and Development Authority or Ministry of Corporate Affairs within a period of five years prior to the date of application for listing;

5. We have been incorporated on January 29, 2010 and thus not completed more than ten years after incorporation and our revenues have not exceeded Rs. One Hundred Crores in any of the previous financial years.

6. The paid up capital of the company has not exceeded twenty five crore rupees in any of the previous financial years;

7. We have completed fiscal 2013-14 being one full year of audited financial statements, for the

immediately preceding financial year at the time of making listing application;

8. A member of Investor’s Association (A BSE SME ITP Registered Angel Investors group) Mr. Ghanshyam Soni has in accordance with Regulation 106 Y (h) (ii) of SEBI (ICDR) Regulations, 2009, as amended invested a sum of Rs. 50.625 Lacs on dated 21st of June 2014 by applying 45000 Equity Shares of our Company at a price of Rs. 112.50 Each (face value Rs.10/- and at a premium of Rs 102.50).

9. In accordance with Regulation 106 ZB of Chapter XC of the SEBI (ICDR) Regulations, 2009, Our Promoter i.e. Dr. Rajesh Jain has given his consent to lock-in 2,00,000 Equity Share representing 20.00 % of Paid up Capital of the Company.

10. We have entered tripartite depository agreement with NSDL as well as CDSL.

11. There is no change in the promoters of the company in the preceding one year.

We further confirm that: In terms of Regulation 106ZC of SEBI (ICDR) Regulations, 2009: (1) All Equity Shares of our company shall be in dematerialized form upon listing on institutional trading platform. (2) The minimum trading lot on institutional trading platform shall be 10.00 Lacs

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Absolute Responsibility of Sylph Education Solutions Limited Sylph Education Solutions Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions are intentions misleading in any material respect.

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SECTION I – BUSINESS

DESCRIPTION OF OUR BUSINESS AND OPERATIONS The following information is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in the Draft IM, including the information contained in the section titled ‘Risk Factors’, beginning on 39 of the Draft IM. This section should be read in conjunction with, and is qualified in its entirety by, the more detailed information about our Company and its financial statements, including the notes thereto, in the sections titled ‘Risk Factors’ and ‘Financial Information’ beginning on 39 and page number 20 defined respectively of the Draft IM. Unless the context otherwise requires, in relation to business operations, in this section of the Draft IM, all references to “we”, “us”, “our” and “our Company” are to Sylph Education Solutions Limited. Description of our Business and Operations: Our Company was originally incorporated in Indore as “Sylph Education Solutions Private Limited" on 29th January , 2010 under the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Madhya Pradesh. Our Company was subsequently converted in to a public limited company and consequently name was changed to “Sylph Education Solutions Limited" vide fresh certificate of incorporation dated 4th March, 2014 issued by the Registrar of Companies, Madhya Pradesh. Leaving apart the four Metropolitan Cities, Indore is one of the fast growing 20 cities of the country. Because of its central location, rich traditions & culture, moderate climate, peaceful atmosphere, stable law & order situation, Indore has become most favorite destination for those who are fed-up with the metro life and equally preferred by those who have been born, brought-up and prospered in smaller towns, villages and are now looking for better prospects in comparatively bigger cities. For this class of people Indore is the most preferred location. Apart from being centre of business, & Industry, Indore has developed as education centre and hub for education from nursery to post graduation courses. Students from all parts of the country & all walks of life are coming to Indore for getting education. In spite of the best quality & varieties being provided at very reasonable rates people of Indore are never satisfied and tries new outlets in search of better than the best and this is how the hospitality business in the city is growing very fast in the city.

Main objest of the Company To establish, promote, subsidies, encourage, provide, maintain, organize, undertake, manage, takeover, collaborate, setup, assist, build, construct, equip, develop, recondition, operate, conduct, research, grant, support, to Spread Education by opening Schools and Colleges to provide complete Technical and Management Knowledge, to wrok in the field of Education-Training, Research Science, Industrial Development and Printing and Publication and to Guide, supervise and teach the undergraduate students and all other involved in Technical and Managment studies and to work in the field of Human Resource Developent, Rural Development, Community Development and Social Security and participate in National and International Conferences, in the field of Environment, Health, Social, Cultural, and Sports Activities, Adult education, Continuting education and Social Advocacy and singing. guide conduct computer training classes, schools, colleges and other computer educational programmes, lectures, seminars, symposium on subjects in respect of operating computer programming, computer training, computer manufacturing, computer technology, to take part and enter into agreement/contract with Govt./State Govt./Local bodies/Corporation/Govt. Deptt./Govt. Organisation/Agencies to implement/work/project/Construct/and to participate and work on projects assigned by the Govt. or its agencies for plantation, transplantation of tree/trees under any scheme or project and develop green belt, and to run in India or abroad school, colleges, boarding, houses, hostels, canteens, ashrams, gurukuls, teaching classes, coaching classes, refresher courses, crash courses, advanced courses, practical laboratories, classes, refresher courses, crash courses, advanced courses, practical laboratories, libraries, experiment

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centers, preparatory coaching classes for all types of competitive national (Indian) examinations such as MBA, MCA, IIT, PET, MAT and international (foreign) examinations such as GRE, GMAT, TOEFL, SAT, IELTS, for primary, secondary, higher professional, advanced, technical education and training for under graduate, graduate and post graduate degree and diploma in the subject and branches of all types of disciplines/faculties such as commerce, arts, science, engineering, electronics, software, hardware, electrical, aeronautical, medical, pharmacy, mining, military, music, dance, acting, sports, designing, fashion, textiles, interior decoration, import/export, foreign languages, journalism, management, social, welfare and industry and any other field of education which can be imparted to the students regularly in such fashion as may be developed from time to time by the company and to do all such activities and business as may be incidental or necessary for the achievement of above objects and to act as advisors, consultants, promoters, partners or associates for such business or to import technical know-how, develop technical expertise know-how in above-mentioned fields and to get affiliated/associated with Indian and/or Foreign universities, institutes, colleges and grant degrees/diplomas etc. on behalf of such affiliated institutions. 2. To establish, organize, run, manage public examination programs; award certificates, diplomas, degrees and honors earned through examination or on honorary basis and to manufactures, produce, print, publish, export, import, market studying-listening-viewing-reading and teaching and learning.

Sylph Education is a leader in professional skill development, corporate training and assessments integrated talent management, Business Excellence, CSR and HR solutions.

Business Areas (Verticals)

Skill Development/ Vocational Training

Corporate training

Training assessment services

Placement

HR Solutions

Business Excellence

CSR Initiatives

Skill Development/ Vocational Trainings

"India's skill crisis not only requires urgent solutions at scale but solutions that create new connections between the education and employment system to reduce the mismatch between what students learn and what employers want. It is an established fact that, the skill level and educational attainment of the workforce determines the productivity as well as the ability to adapt to the changing industrial environment. A majority of Indian workforce does not possess marketable skills which is an impediment in getting decent employment and improving their economic condition. While India has large young population, only 5% of the Indian labor force in the age group of 20-24 years has obtained vocational skills through formal means whereas the percentage in industrialized countries varies between 60% and 96%. About 63% of the school students drop out at different stages before reaching Class-X. Only about 2.5 million vocational training seats are available in the country whereas about 12.8 million persons enter the labor market every year. Even out of these training places, very few are available for early school dropouts. This signifies that a large number of school drop outs do not have access to skill development for improving their employability. The educational entry requirements and long duration of courses of the formal training system are some of the impediments for a person of low educational attainment to acquire skills for his livelihood. Further, the largest share of new jobs in India is likely to come from the unorganized sector that employs up to 93 per cent of the

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national workforce, but most of the training programs cater to the needs of the organized sector. Ten lakh youth will join the labour force every month for the next 10 years, but most employers identify unemployability as a big challenge, “The Narendra Modi government has cleared a five-year-old plan initiated during his days as Gujarat chief minister for a new skill development plan called NETAP to push on-the-job training and boost job creation by aligning skills of the workforce to industry's needs. This is the first apprenticeship program in the country that will give students academic credit for their on-the-job training towards diploma and degree programs and creates a new connection between skills and higher education.Germany has 3 million, Japan 10 million and China has 20 million apprentices who pick up critical employment skills through a hands-on approach. NETAP, or National Employability through Apprenticeship Program, is a public private partnership or PPP project proposed by the National Skills Development Corporation (NSDC), Team lease Skills University (which is itself a PPP with the Gujarat government) and the Confederation of Indian Industry or CII. India, the world's second most populous country, is a rapidly growing economy with its own set of issues. While its population can become a competitive advantage, the country has to combat a large-scale skill gap amongst its workforce. Accordingly, Ministry of Labor & Employment undertook development of a new strategic framework for skill development for early school leavers and existing workers, especially in the unorganized sector in close consultation with industry, micro enterprises in the unorganized sector, State Governments, experts and academia which were essential considering their educational, social and economic background. The main objective of the scheme is to provide employable skills to school leavers, existing workers, ITI graduates, etc. Existing skills of the persons can also be tested and certified under this scheme. Priority will be given to covering those above the age of 14 years who have been or withdrawn as child labor to enable them to learn employable skills in order to get gainful employment. It is hoped that this website will help in dissemination of the information about the scheme and bring transparency. It will also helpful in getting valuable feedback from stakeholders and public at large. Cluster approach has been adopted with a view to further reducing the incidence of child labor; parents of child labor could also be enrolled on a preferential basis for providing skills so as to improve their employability. The ministry of human resource development (MHRD), in order to improve skills, is looking at mainstream vocational education as part of the formal education system in the country. According to the MHRD, by 2025, India aims to skill 500 million people. While 12.8 million people enter the labour force every year, the current skill gap is that of around eight million.” The Budget for 2012-13 has doubled infusion into the National Skill Development Corporation (NSDF) to Rs. 1,000 crore, raising the corpus of the fund to Rs. 2,500 crore and launched a credit guarantee fund for skills development. The government has set a target of imparting skills training to 500 million people by 2022”. The essence of the scheme is in the certification of competency from the National Council of Vocational Training (NCVT) that is nationally and internationally recognized in the world of work. The main objective of the testing and certification under the SDI Scheme is to test and certify 550 million people acquiring skills formally / informally by year 2021-22. Build a ‘”skilled India” with Sylph Education. It aims to skill and place one million youth across sectors. India would need over 500 million skilled people by 2022 across following sectors: Auto and Auto Components, Building and Construction Materials, Building and Construction, Real Estate Services, Electronics and IT Hardware, Education and Skill Development Services, Food Processing, Gems and Jewellery, Healthcare, Textiles, Leather and leather Goods, Organized Retail, Tourism and Hospitality. Transportation and Logistics, Media and Entertainment, BFSI, Chemicals and Pharmaaceuticals, Furniture and Furnishings, IT and ITES… Whilre there are millions of jobs opportunies across these sectors: industry continues to struggle for skilled talent. In order to bridge this talent gap, Centum Learning offers skill building solution across the “ Skill Pyramid.” It offers employability programs that in turn creates corporate ready workforce.

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The company has established Skill development and Vocational Training centre at Indore. Presently it runs several courses in the field of skill development and vocational training and all of these courses are highly educative and performance and result oriented courses. Admission to these courses is done throughout the year depending on the demand and availability of resources. The company is running following courses under different sectors for training and Development.

Banking and Accounting Business and Commerce Counseling Skills FMCG and Retail Information Technology Management Retail and BPO Textiles and Plasto Textiles Rubber Technology During the last year, company had provided Skill Development and Vocational Training Program (VTP) to

total 1711 students successfully. Students are also put on live training with Business and industrial organizations to give them on the job training and experience, before they are declared successful in their training.

Corporate Trainings We carry out all services relating to “Training and Development” programs for our client organizations like:

– Training needs analysis and development needs analysis – Designing a training strategy to underpin corporate strategy – Audit of the training function – Designing learning and development systems tailored to the company's specific needs – Evaluating the effectiveness of training programmes – Prioritizing of the training budget – Surveys in the area of corporate training –

We have standard training modules in several areas including the list provided below. However we do design and deliver training programs depending on specific client situations:

Presentation skills Change management Negotiating Staff leadership Selling skills Team Building Conflict management Coaching and mentoring Customized Programs at all levels/mediums

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Training Assessment services

Quality assessment underpins the credibility of the vocational education and training sector. The Assessment Guidelines of a Training Package are an important tool in supporting quality assessment.

Assessment within the National Skills Framework is the process of collecting evidence and making judgments about whether competency has been achieved to confirm whether an individual can perform to the standards expected in the workplace, as expressed in the relevant endorsed unit of competency.

Our Assessment process carried out in accordance with the:

Benchmarks for assessment Specific industry requirements Principles of assessment Rules of evidence Assessment requirements set out in the QCI

Placements The completion of Course is not sufficient, until and unless students are given employment. We at Sylph having a strong Industrial tie-ups with around One Hundred and Fifty Industries (Small, Medium and large Scale) in Manufacturing, Retail, Automobiles, Pharma, IT, Textiles, Plastic Processing, Rubber etc.The company has made arrangement with industries and Business organizations for placement of students who are declared successful. The company has successfully placed all of its students. The feedback of students is very encouraging and it is helping company to get the business and fulfill its corporate social responsibility. HR Solutions

Human Resources Planning Recruitment and Staffing Training and Development Employability Assessment and Talent Acquisition HR Policies and Manuals Performance Management Organization Development and Effectiveness Organizational Restructuring Statutory and Legal Compliances Payroll Processing Audit and Accounting Solutions HR Audit

HR Solutions (Surveys, Studies and Diagnostics)

Organisational Climate Survey Employee Satisfaction Measurement Culture Assessment Surveys Leadership orientation assessment Comp & Benefits Survey

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Business excellence

Business excellence is the systematic use of quality management principles and tools in business management, with the goal of improving performance based on the principles of customer focus, stakeholder value, and process management. Key practices in business excellence applied across functional areas in an enterprise include continuous and breakthrough improvement, preventative management and management by facts. Some of the tools used are the balanced scorecard, Lean, the Six Sigma statistical tools, process management, the Baldrige Criteria for Performance Excellence and project management. In this era of the knowledge economy and flux in technological innovations, the recipe for organizational success lies in the ability to continually improve business process and achieve business excellence. We at Sylph practicing an integrated management framework that considers an organization's entire system, including it’s

1. Leadership 2. Strategic planning

3. Customer focus 4. Measurement, analysis, and knowledge management 5. Workforce focus

6. Operations focus 7. Results CSR Initiatives

Sylph considers the interests of society by taking responsibility for the impact of its activities on customers, suppliers, employees, shareholders, communities and other stakeholders as well as the environment. The Company voluntarily takes further steps to improve the quality of life for employees and their families as well as for the local community and society at large. The Company resolves to move beyond business and enrich quality of life of its employees, customers. Combining the pursuit of economic objectives with consideration for social and environmental factors, we endeavour to make a positive contribution to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.

While conducting business, we attempt bringing equilibrium in the society and environment. With a strong belief of maintaining the equilibrium by giving back to the society. Sylph endeavours to

undertake projects of social and environmental concerns. You give them food; they will be good for a day. Give them money; they will be good for few days. Give them

skills; they will be good for the life time. Uplift them spiritually; they will be good for life cycles. Therefore, Sylph has taken up projects for improvement of mathematical speed, memory and learning abilities of underprivileged children of slum area near its networks.

Future Plans Having enough experience in the field of skill development/ vocational trainings and expertise in other verticals, now the company has made plans to expand its reach throughout India. The company has planned to tie up with all State Governments for providing vocational courses and skill development courses. The company is also in process to make tie up’s for knowledge and expertise in the skill development with foreign Universities and enterprises. The company has initiated process of tie ups and registrations with Government of India and all State Governments s for registration as approved provider of vocational and skill development training.

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The company has made business plan to open vocational and skill development training centers all over India. The process will be completed through franchisees’ and own center model. The company has planned to make total capital outlay for Rs. 12.50 crs. Future Prospects Need For Skill Development In India Skills and knowledge are the driving forces of economic growth and social development for any country. Countries with higher and better levels of skills adjust more effectively to the challenges and opportunities of world of work. As India moves progressively towards becoming a ‘knowledge economy’ it becomes increasingly important that the country should focus on advancement of skills and these skills have to be relevant to the emerging economic environment. In order to achieve the twin targets of economic growth and inclusive development, India’s Gross Domestic Product (GDP) has to grow consistently at 8% to 9% per annum. This requires significant progress in several areas, including infrastructure development, agricultural growth coupled with productivity improvements, financial sector growth, a healthy business environment, ably supported by a skilled workforce. The agriculture sector accounts for about 20% of the economy (1*). The secondary and tertiary sectors account for about 25% and 55% respectively. For the economy to grow at 8% to 9%, it is required that the secondary and tertiary sectors grow at 10% to 11%, assuming agriculture grows at 4%. In such a scenario, it is obvious that a large portion of the workforce would migrate from the primary sector (agriculture) to the secondary and tertiary sectors. However, the skill sets that are required in the manufacturing and service sectors are quite different from those in the agriculture sector. This implies that there is/will be a large skill gap when such a migration occurs, as evidenced by a shrinking employment in the agriculture sector. This scenario necessitates skill development in the workforce.

Out of the current workforce of about 450 million, only about 8%-9% are engaged in the organized/formal sector. In India, only about 5% of the workforce has marketable skills, as compared to 50% to 60% in other countries. The magnitude of the challenge is further evident from the fact that about 12 million persons are expected to join the workforce every year. This emerging socio-economic scenario is poised to drive the demand for skilling India. Source: NSSO, Economic Survey 2009-10. Scope of Skill Development: Recognizing the importance of increasing and diversifying the skills-building capacity in the country, the National Skill Development Policy (NSDP) was announced earlier this year. The Policy puts forth the target of achieving 500 million skilled people in the country by the year 2022. The emphasis is on institution-based skills development through polytechnics, ITIs, vocational training centers, apprenticeship training, training for self-employment and entrepreneurial ventures, addressing the training requirements of retired persons, and expanding the outreach of e-learning and distance learning. There are two important implications of this development. First, India will have one of the lowest dependency ratios (ratio of non-working population to working population) in the world. This will be in sharp contrast to most major economies. Higher life expectancies and greater ageing populations will lead to comparatively adverse demographic profiles for advanced Western economies as well as Japan and China. The key driving force of this strategy is improving the effectiveness and efficiency of the skills Development system. This strategy represents an explicit commitment to encouraging the linking of Skills development to career paths, career development and promoting sustainable employment and in-work progression.

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It seeks to encourage and actively support the integration of workplace training with theoretical learning, and to facilitate the journey individuals make from school, college or university, or even from periods of unemployment to sustained employment and in-work progression. Emphasis is placed on training to enable trainees to enter the formal workforce or create a livelihood for themselves. The emphasis is particularly on those who do not have relevant technical skills or adequate reading, writing and numeracy skills to enable them to access employment. Promotion of basic numeracy, literacy and basic education. Need for Vocational Training Vocational Training Programmee (VTP) is an important element of the nation’s education initiative. In order for Vocational Training to play its part effectively in the changing national context and for India to enjoy the fruits of the demographic dividend, there is an urgent need to redefine the critical elements of imparting vocational education and training to make them flexible, contemporary, relevant, inclusive and creative. The Government is well aware of the important role of education and has already taken a number of important initiatives in this area. Status of Vocational Training received: The World Bank report of 2006, In India, skill acquisition takes place through two basic structural streams – a small formal one and a large informal one. Details of major formal sources are listed in table below-: Shows that among persons of age 15-29 only about 2 per cent reported to have received formal vocational training and another 8 per cent reported to have received no formal vocational training. The proportion of persons (15-29 years) who received formal vocational training was the highest among the unemployed. The proportion was around 3 per cent for the employed, 11 percent for the unemployed and 2 per cent for persons noting the labour force. The activity of persons receiving vocational education is as shown below-:

Source: Status of education and vocational training in india 2004-05, NSS 61st round

0

2

4

6

8

10

12

14

16

Rural Urban Total

Employed

Unemployed

Not in Labour Force

17

Scope of Vocational Training Programme: The Government is advised by two tripartite bodies at the National level namely National Council for Vocational Training (NCVT) and Central Apprenticeship Council (CAC) for the purpose of laying down the policies and training standards, trade testing and certification. Introduction of new trades & deletion of obsolete trades are also done with the recommendation of the council. The Major Functions of National Council for Vocational Training- 1. Establish and award National Trade Certificates in Accounting, business, banking and commerc FMCG, Counseling Skills, engineering, building, textile and leather trades and such other trades as may be brought within its scope by the Government of India; 2. Prescribe standards in respect of syllabi, equipment, and scale of accommodation, duration of courses and methods of training; 3. Arrange trade tests in various trade courses and lay down standards of proficiency required for a pass in the examination leading to the award of National Trade Certificate; 4. Arrange for ad-hoc or periodical inspections of training institutions in the country to ensure that the standards prescribed by the council are being followed; 5. Recognize training institutions run by government or by private agencies for purposes of the grant of National Trade Certificates and lay down conditions for such recognition; 6. Co-opt, if necessary, any person or persons to advise the council in connection with its work; 7. Prescribe qualification for the technical staff of training institutions; 8. Prescribe the standards and conditions of eligibility for the award of National Trade Certificates; 9. Generally control the conditions for the award of National Trade Certificates; 10. Recommend the provision of additional training facilities wherever necessary and render such assistance in the setting up of additional training institutions or in the organisation of additional training programmes as May be possible; 11. Advice the Central government regarding distribution to State governments of the contribution of the Government of India towards expenditure on the Craftsmen Training Scheme; 12. Perform such other function as may be entrusted to it by the Government of India; 13. Perform such functions as are assigned by or under the Apprentices Act, 1961 Current Structure of Skill Development System in India The National Council on Vocation Training (NCVT) plays a key role in the formation of training curriculum, policies, standards, as well as in certification by means of the ‘trade test’. The National Skill Development Corporation (NSDC) been set up under Public-Private-Partnership (PPP) mode as a Section-25 Company under the Ministry of Finance to provide viability gap funding and coordinate private sector initiatives. Its objective is to contribute significantly (about 30%) to the overall target of skilling up 500 million people in India by 2022, mainly by fostering private sector initiatives in skill development programmes and providing viability gap funding . NSDC is a not-for-profit company set up by the Ministry of Finance, under Section-25 of the Companies Act. It has an equity base of Rs.1 crore, of which the Government of India accounts for 49%, while the private sector has the balance 51%.The Prime Minister’s National Council on Skill Development has been formulated to coordinate action on skill development.

A large part of the current vocational training infrastructure, the Government ITIs and Private ITCs, falls under the Ministry of Labour and Employment’s Directorate General of Employment and Training (DGET).

18

Our Objectives:

1. Improving the effectiveness and efficiency of the skills Development system. 2. Establishing a credible institutional mechanism for skills planning. 3. Increasing access to occupationally-directed programmes 4. Addressing the low level of youth and adult language and numeracy skills to enable additional training. 5. Encouraging better use of workplace-based skills development. 6. Encouraging and supporting cooperatives, small enterprises, worker-initiated, NGO and community training

initiatives 7. Building career and vocational guidance. 8. Improving productivity and living standards of the people 9. Strengthening competiveness of the country 10. Enhancing individual’s employability and ability to adapt to changing technologies and labour market

demands.

19

Working Capital: Our business does envisage substantial working capital. Working capital generally comprises of deposits, Cash and Cash Equivalents, Short term Loans and Advances and other Current Assets. Our working capital requirements may increase if, in certain skill development services, payment terms do not provide for advance payments to us or if payment schedules are less favorable to us or if the payment is delayed by Government authorities As on 30th June, 2014, 31st March, 2014 and 31st March, 2013, our working capital comprised of following:

Rs. In Lacs

Particulars Amount

(30/06/2014) Amount

(31/03/2014) Amount

(31/03/2013) Loans and Advances 1122.37 - - Cash and Bank Balances 7.49 103.05 0.14 Total (A) 1129.86 103.05 0.14 Less: Expenses & Other Liabilities 00 2.00 0.10 Short Term Provisions 00 0.23 0.03 Total (B) 00 2.23 0.13 Net Working Capital (A-B) 1129.86 100.82 0.01

We have funded our entire working capital requirement from our own funds. Companies engaged in industry in which we operate, finance its working capital through borrowed funds (mainly bank and financial institutions) and its own funds. Research & Developments: We have not incurred any amount during the last three fiscal years on company-sponsored research and development activities. Human Resources: As on the date of this Draft Information Document, Our Company has a total strength of 35 employees

Sr. no Category No. of employees 1. Accounts, Administration 2 2. Teaching Staff 12 3. Visiting faculty 20 4. Company Secretary 1

TOTAL 35

20

FINANCIAL INFORMATION The audited annual Balance Sheet, Profit & Loss Account, Cash Flow statement, with attendant annexure and notes to accounts for the fiscal 2013-2014 is produced as under:-

Balance Sheet as at 31st March, 2014

Particulars

Note No.

As at 31st March,2014 As at 31st March,2013

Amount In Rs. Amount In Rs. A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 1,958,200 450,000

(b) Reserves and surplus 4 42,267,213 9,801,655

(c) Money received against share warrants

-

2 Share application money pending allotment

5 - -

3 Non-current liabilities

(a) Long-term borrowings - -

(b) Deferred tax liabilities (net) - -

(c) Other long-term liabilities - -

(d) Long-term provisions - -

4 Current liabilities

(a) Short-term borrowings - -

(b) Trade payables - -

(c) Other current liabilities 6 200,000 10,000

(d) Short Term Provision 7 22,640 2,869

TOTAL 44,448,053 10,264,524

B ASSETS

1 Non-current assets

(a) Fixed assets - -

(b) Non-current investments - -

(c) Deferred tax assets (net) - -

(d) Long-term loans and advances 8 34,142,800 10,250,369

(e) Other non-current assets - -

2 Current assets

(a) Current investments - -

(b) Inventories - -

(c) Trade receivables - -

(d) Cash and cash equivalents 9 10,305,253 14,155

(e) Short-term loans and advances - -

(f) Other current assets - -

TOTAL 44,448,053 10,264,524

21

Statement of Profit and Loss for the year ended 31st March, 2014

Particulars

Note No.

For the year ended 31 March, 2014

For the year ended 31 March, 2013

Amount In Rs. Amount In Rs.

A CONTINUING OPERATIONS

1 Revenue from operations 10 2,780,505 1,095,150

2 Other income - -

3 Total revenue (1+2) 2,780,505 1,095,150

4 Expenses

(a) Cost of materials consumed - -

(b) Purchases of stock-in-trade - -

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade

- -

(d) Employee benefits expense 11 2,671,040 490,000

(e) Finance costs - -

(f) Depreciation and amortisation expense - -

(g) Other expenses 12 69,698 603,215

Total expenses 2,740,738 1,093,215

5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4)

39,767 1,935

6 Exceptional items - - 8 Extraordinary items - -

9 Profit / (Loss) before tax (7 + 8) 39,767 1,935

10 Tax expense:

(a) Tax expense for current year 13,009 369

(b) Deferred tax - -

(c) Less :- Mat credit entitlement - (369)

11 Profit / (Loss) from continuing operations (9 +10) 26,758 1,935

12 Profit / (Loss) from discontinuing operations - -

13 Profit/ (Loss) for the period (11+12) 26,758 1,935

14 Earnings per share (of Rs. 10/- each): 13

Basic/Diluted 0.530 0.043

22

Cash Flow Statement for the year ended 31st March, 2014

Cash Flows Year ended

31.03.14 Year ended

31.03.13

Amount (in Rs.) Amount (in Rs.)

A Cash Flows from Operating Activities

Net Profit Before Tax and Extra-ordinary Items 39,767

1,935

Adjustments for :

Depreciation -

-

Preliminary Expenses w/off -

-

Interest & Finance Charges -

-

Interest on Fixed Deposits -

-

Other Income -

-

Operating Profit before Assets and Liabilities Changes

39,767

1,935

Adjustments for :

Increase/(Decrease) in Payables

-

-

Increase/(Decrease) in provision

6,762

(7,131)

Increase/(Decrease) in other current Liability

190,000

10,000

Decrease/(Increase) in trade receivable

-

-

Decrease/(Increase) in inventory

-

-

Decrease/(Increase) in loans and advance

(23,892,431)

599,631

Decrease/(Increase) in other current Assets

-

-

-

-

Cash Flow before extraordinary items

(23,655,902)

604,435

Extra Ordinary Items

-

-

Net Cash from Operating Activities (23,655,902)

604,435

B Cash Flows from Investing Activities

Purchase of Fixed Assets -

-

Advance given for Fixed Assets -

23

Proceeds from Sale of Fixed Assets -

-

Loans and Advances -

-

Purchase/Sale of non-current investments -

-

Interest Received -

-

Dividends Received -

-

Misc. Receipts -

-

Net Cash from Investing Activities -

-

C Cash Flows from Financing Activities

Proceeds from Issue of Share Capital 33,947,000

-

Proceeds from Long Term Borrowings -

(611,000)

Repayment of Share Application Money

Repayment of Long Term Borrowings -

-

Proceeds from Short Term Borrowings -

-

Repayment of Short Term Borrowings -

-

Interest Paid -

-

Net Cash from Financing Activities 33,947,000

(611,000)

Net Increase in Cash & Cash Equivalents(A+B+C) 10,291,098

(6,565)

Cash & Cash Equivalent as at 01.04.2013 14,155

20,720

Cash & Cash Equivalents as at 31.03.2014 10,305,253

14,155

Note : Figures in bracket represent cash outflow

* Note: The above Cash Flow Statement has been prepared under "Indirect Method" as set out in the Accounting Standard (AS) – 3 on Cash Flow Statements‟ issued by the Institute of Chartered of Accountants of India.

24

Notes forming part of the financial statements for the year 31st March, 2014

Note Particulars

1 Corporate information

Our Company was originally incorporated in Indore as "Sylph Education Solutions Private Limited" on 29th anuary, 2010 under the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of companies, Madhya Pradesh. Our Company was subsequently converted in to a public limited company and consequently name was changed from Sylph Education Solutions Private Limited to “Sylph Education Solutions Limited" vide fresh certificate of incorporation dated 4th March, 2014 issued by the Registrar of Companies, Madhya Pradesh..The Registered Office of the company is situated at ST-4, Press House, 22 Press Complex, A.B Road, Indore. The Company is engaged in the business of Skill development training and vocational training.

2 Significant accounting policies :-

2.1 Basis of accounting and preparation of financial statements The financial statements of the Company have been prepared in accordance with the Generally Accepted

Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on accrual basis. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2.2 Inventories

There is no inventory in the company at the end of current year and previous year.

2.3 Cash and cash equivalents:-

Cash Comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances

(with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.4 Revenue recognition

Sale of goods Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of

ownership to the buyer, which generally coincides with the delivery of goods to customers.

2.5 Earnings per share

Basic/Dilutive earning per share is computed using the weighted average number of equity shares outstanding during the year.

25

NOTES FORMING PART OF FINANCIAL STATEMENTS

Note No. Particulars

31st March, 2014 31st March, 2013

Amount ( In Rs.) Amount ( In Rs.)

3 Share Capital

(a) Authorised

500000 Equity Shares of Re. 1/- Each - 500,000

500000 Equity Shares of Rs.10/- Each (on 28/02/2014 company has consolidated its 10 of Rs. 1 into 1 share of Rs. 10/-each)

5,000,000 -

Total 5,000,000

500,000

(b) Issued Subscribed and fully paid up

450000 Equity Shares of Re.1/- Each - 450,000

195820 Equity Shares of Rs.10/- Each (on 28/02/2014 company has consolidated its 10 of Rs. 1 into 1 share of Rs. 10/-each)

1,958,200 -

Total 1,958,200

450,000

3 (i) (I) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars 31.03.2014 31.03.2013 Balance as at the beginning of the year

Equity Shares of Re. 1/- each (a) 450,000

450,000

Add : Share issued during the year -

Equity Shares of Re. 1/- each (b) 50,000

on 28/02/2014 company has consolidated its 10 of Rs. 1 into 1 share of Rs. 10/-each

Total No. Equity Shares after consolidation(A) 50000 -

Add : Share issued after Cosolidation: -

Equity Shares of Rs. 10/- each (B) 145,820

Balance as at the end of the year (Refer Note 3(ii))

Equity Shares of Re. 1/- each (a+b-5,00,000) -

450,000

Equity Shares of Rs. 10/- each (A+B+50,000) 195,820 -

3(ii) Consolidation of Shares

During the year company has issued 50,000 equity shares having face value Rs.1 each than consolidated it's 5,00,000 equity shares having face value Rs.1 into 50,000 equity shares having face value Rs.10 each on March 11,2014, in which company has issued one share having face value of Rs. 10 each to its existing shareholder who were hold 10 equity shares having face value of Rs. 1 each. Company has also issued 1,45,820 shares having face value Rs.10 each during the year.

26

Note No.

Particulars

31st March, 2014

31st March, 2013

3 (iii) Terms/Rights attached to equity Shares

Equity Shares: The company has one class of equity shares having par value of Rs. 10 per share (par value was Re. 1 in previous financial year). Each share holder is eligible for one vote per share held. The dividend proposed by the board directors is subject to the approval of the shareholders in the ensuing annual general meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all prefential amounts, in proportion to their shareholding.

3

(iv) Details of shares held by each shareholder holding more than 5% shares:

Class of shares/Name of shareholder Number of shares held

Number of shares held

Equity shares with voting rights

Rajesh Jain

38,857

100,000

% 19.84% 22%

Jayshri Jain

63,860

250,000

% 32.61% 56% Sylph Technologies Limited 25280 100000

% 12.91% 22%

4 Reserves and surplus

Securities premium account

Opening balance

9,900,000

9,900,000

Add : Premium on shares issued during the year

32,438,800

-

Less : Utilised during the year for: - -

Closing balance (A)

42,338,800

9,900,000

Surplus / (Deficit) in Statement of Profit and Loss

Opening balance

(98,345)

(100,280)

Add: Profit / (Loss) for the year

26,758

1,935

Closing balance (B)

(71,587)

(98,345)

Grand Total (A)+(B)

42,267,213

9,801,655

27

5 Share application money pending for allotment

As at 31 March, 2014 the company has allotted all the Equity shares and no Application money is pending for allotment.

6 Other current liabilities

Other Payables

Audit Fees Payable

- 10,000

Outstanding Salary

200,000

-

Total

200,000

10,000

7 Short-term provisions

(a) Provision for Audit fees

10,000

2,500

(b) Provision for Tax

12,640

369

Total

22,640

2,869

8 Long term loans and advances Unsecured Considered Good

Capital Advances against Land

21,002,800

10,250,000

Mat credit entitlement -

369

Other Loans & Advances

13,140,000

-

Total

34,142,800

10,250,369

9 Cash and cash equivalents

(a) Cash in hand

5,291

-

(b) Balances with banks

(i) In current accounts

10,299,962

14,155

Total

10,305,253

14,155

10 Operating Income

Education Fees

1,730,505

15,000

Skill Development Fees & Vocational Training Fees

1,050,000

1,080,150

Total

2,780,505

1,095,150

28

11 Employee benefits expense

Salaries and wages

2,671,040

490,000

Total

2,671,040

490,000

12 Other expenses

Bank Charges

1,741

565

Payments to auditors

10,000

2,500

Purchase of software for skill development -

600,000

Legal Expenses

33,957

-

Printing and Stationary Expenses

6,000

-

Rent

18,000

-

Other Expenses -

150

Total

69,698

603,215 12(i) Payments to auditors

(i) Payments to the auditors comprises

Statutory audit

10,000

2,500

For Other Services

- -

Total

10,000

2,500

13 Earning per equity share:

i Earnigs attributable to Equity shareholders

26,758

1,935

Weighted average number of equity shares

50522

45000

Nominal Value of Equity Share

10

10

Basic Earnig per Share

0.061

0.004

Diluted Earing per Share

0.530

0.043

Note:-As per Para 44 of the Accounting Standard -20 issued by ICAI, above Earning Per Share of the Financial year 2012-13 has been re-stateted due to consolidation of shares (Reverse Share Split) in current Financial year 2013-14.

29

14 Segment Reporting

The Company is mainly engaged in the business of Skill Development Programmes and Vocational Training Programs. All other activities of the Company revolve around the main business and as such there is no separate reportable business segment.

Note No.

Particulars 31st March, 2014 31st March, 2013

(a) Geographical Segment b. Since all the operations of the Company are conducted within India as such there is no

separate reportable geographical segment.

15 Related party disclosures:

In accordance with accounting standard 18 "Related Party Disclosure" issued by Institute of Chartered Accountant of India, the Company does not have any transaction with the related party during the year.

16 Contingent Liabilities & Commitments Nil Nil

17 Value of Imports on(CIF Basis) Nil Nil

18

Expenditure in foreign exchange Nil Nil

19 Earning in foreign exchange

Nil Nil

20 These financial statements have been prepared in the format prescribed by the revised Schedule

VI to the companies Act 1956. Previous period figures have been recasted/ restated to confirm to the current period. Figures have been rounded off to the nearest Rupee.

30

CAPITAL STRUCTURE

The share capital of the Company as at the date of this Information Memorandum, is set forth below.

Aggregate Sr. No Particulars value at face

value / Aggregate Nominal Value (Rs. in Lacs) A. Authorized Share Capital

10,00,000 Equity Shares of face value of Rs.10 each 100.00 B. Issued, subscribed and paid-up Equity Share Capital

10,00,000 Equity Shares of face value of Rs. 10 each 100.00

The securities premium account of the Company is set forth below.

Particulars Share Cumulative

Premium Share (Rs. in Lacs) Premium (Rs. in Lacs)

100000 Equity Shares of Rs 1 each allotted on 29/03/2012 at a premium of Rs. 99 Each 99.000 99.000

50000 Equity Shares of Rs 1 allotted on 27/02/2014 at a premium of Rs. 21.75 Each 10.875 109.87583000 Equity Shares of Rs 10 each allotted on 11/03/2014 at a premium of Rs. 215 Each 178.450 288.325

62820Equity Shares of Rs 10 each allotted on 31/03/2014 at a premium of Rs. 215 Each 135.060 423.388 1958200 Bonus shares paid up value issued on 05/04/2014 out of Share Premium account (19.582) 403.803 130000Equity Shares of Rs 10 each allotted on 28/042014 at a premium of Rs. 102.50 Each 133.250 537.056 129000Equity Shares of Rs 10 each allotted on 15/05/2014 at a premium of Rs. 102.50 Each 132.225 669.281 101200Equity Shares of Rs 10 each allotted on 26/05/2014 at a premium of Rs. 102.50 Each 103.730 773.011 103600Equity Shares of Rs 10 each allotted on 03/06/2014 at a premium of Rs. 102.50 Each 106.19 879.201 99560Equity Shares of Rs 10 each allotted on 16/06/2014 at a premium of Rs. 102.50 Each 102.049 981.250 45000quity Shares of Rs 10 each allotted on 21/06/2014 at a premium of Rs. 102.50 Each 46.125 1027.375

31

The Equity Share Capital history of our Company, is set forth below.

BEFORE CONSOLIDATION Date of/ No. of Face Issue Considerat Nature of Cumulative Cumulative Cumulative issue Equity ion (cash, allotment no. of paid-up share allotment Shares value price bonus, (Bonus, swap Equity Share premium of Shares Issued considerati etc.) Shares Capital (Rs.)

(Rs) (Rs.) on other (Rs.) than cash) Subscription to 29/01/2010 50000 1 1 Cash MOA 50000 50000 Nil

Subscription to 29/01/2010 50000 1 1 Cash MOA 100000 100000 Nil

Further 29/03/2012 250000 1 1 Cash Allotment 350000 400000 Nil

Further Allotment

29/03/2012 100000 1 100 Cash 450000 500000 9900000 Preferential 27/02/2014 50000 1 22.75 Cash Allotment 500000 500000 10987500

On 28/02/2014 Company has consolidated the 10 Shares of Rs 1 into one share of Rs 10/- hence the number of shares issued will reduce to 50000 AFTER CONSOLIDATION

Total Shares On 28/02 /2014 Consolidation 50000 500000 10987500

11/03/2014 83000 10 225 Cash Preferential Allotment 133000 1330000 28832500

31/03/2014 62820 10 225 cash Preferential Allotment 195820 1958200 42338800

05/04/2014 195820 10 Nil

Condidaration other than cash

Bonus issue (ratio 1:1) 391640 3916400 40380300

28/04/2014 130000 10 112.5 cash Preferential Allotment 521640 5216400 53705600

15/05/2014 129000 10 112.5 Cash Preferential Allotment 650640 6506400 66928100

26/05/2014 101200 10 112.5 Cash Preferential Allotment 751840 7518400 77301100

03/06/2014 103600 10 112.5 Cash Preferential Allotment 855440 8554400 87920100

16/06/2014 99560 10 112.5 Cash Preferential Allotment 955000 9550000 98125000

21/06/2014 45000 10 112.5 Cash Preferential Allotment 1000000 10000000 102737500

32

Shareholding of our Promoter:

Set forth below is the details of the build-up of shareholding of our Promoter 1. DR. RAJESH JAIN

Date of Considera No. of Face Issue / Nature of Transactions shareholding Allotment / tion Equity value Acquis % Transfer Shares per ition/T Shar ransfe e r price (Rs.) ( Rs.) 229/01/2010 Cash 50000 1 1 Acquisition 28/02/2014 NA 5000 10 10 Consolidation of 10 sh. Into 1

28/02/2014 Cash (3) 10 10 Transfer (Sold) 11/03/2014 Cash 33860 10 112.50 Preferential Allotment 05/04/2014 Consideration 38857 10 Nil Bonus issue (in the ratio of other 1:1) than cash 20/06/2014 Cash 187560 10 112.50 Transfer (Purchase) Total 265274 10 26.53%

Promoter Group: 1. MRS. JAYSHRI JAIN

Date of Considera No. of Face Issue / Nature of Transactions shareholding

Allotment / tion Equity value Acquis % Transfer Shares per ition/T Shar ransfe e r price (Rs.) (Rs.) 29/01/2010 Cash 50000 1 1 Acquisition 25/03/2013 Cash 250000 1 1 Preferential Allotment 28/02/2014 NA 30000 10 Consolidation10 sh. Into 1 11/03/2014 Cash 33860 10 112.50 Preferential Allotment 05/04/2014 Considera 127720 10 Nil Bonus issue (in the ratio of tion other 1:1) than cash 28/04/2014 Cash 88000 10 112.50 Preferential Allotment 16/06/2014 Cash 99560 10 112.50 Preferential Allotment 20/06/2014 Cash (187560) 10 112.50 Transfer (Sold) Total 127720 12.77%

2. MR. ATIT JAIN

Date of Considera No. of Face Issue / Nature of Transactions shareholding Allotment / tion Equity value Acquis % Transfer Shares per ition/T Shar ransfe e r price (Rs.) ( Rs.) 227/02/2014 Cash 50000 1 1 Preferential Allotment 28/02/2014 NA 5000 10 10 Consolidation of 10 sh. Into 1 005/04/2014 Consideration 5000 10 10 Bonus issue (in the ratio of Other than 1:1) cash Total 10000 1%

33

Statement showing Share Holding Pattern of Sylph Education Solutions Limited as per clause 34 of Listing on Institutional Trading Platform (I)(a)

Cate- Category of Number Total Number of Total Shares Pledged or gory shareholder of number shares held in shareholding otherwise code (II) shareholder of shares dematerialize as a encumbered

(III) (IV) (V) percentage of total number of shares As a Number As a percentage Of percentage

of (A+B)

Shares

(VIII)= (VII)

(VI) (VII) / (IV) *100

(A) Promoter and Promoter Group

(1) Indian (a) Individuals/ Hindu Undivided 6 403000 - 40.30% NA NA

Family (b) Central Government/ State - - - - - -

Government(s)

(c) Bodies Corporate - - - (d) Financial Institutions/ Banks - - - - - - (e) Any Other (specify) - - - - - -

Sub-Total (A)(1) 6 403000 - 40.30% - - (2) Foreign (a) Individuals (Non-Resident - - - - - -

Individuals/ Foreign Individuals)

(b) Bodies Corporate - - - - - - (c) Institutions - - - - - - (d) Qualified Foreign - - - - - -

Investor

34

Cate- Category of Number Total Number of Total Shares Pledged or

gory shareholder of number shares held in shareholding otherwise code (II) shareholder of shares dematerialize as encumbered (I) s d form a

(III) (IV) (V) percentage of total number of shares As a Number As a percentag e Of percentage of (A+B) Shares (VIII)= (VII) (VI) (VII) / (IV) *100 (e) Any Other (specify) - - - - - -

Sub-Total (A)(2) - - - - - - Total - - Shareholding of

Promoter and

Promoter

Group (A)= 6 403000 - 40.30% NA NA (A)(1)+(A)(2) (B) Public shareholding (1) Institutions (a) Mutual Funds/UTI - - - - - (b) Financial Institutions/ Banks - - - - - (c) Central Government/ State - - - - -

Government(s) (d) AlternateInvestmentFunds/

Venture Capital Funds/ 1 45000 - 4.50% NA NA Angel Investor

(e) Insurance Companies - - - - - (f) Foreign Institutional Investors - - - - - (g) Foreign Venture Capital - - - - -

Investors - - (h) Any Other –Merchant Banker - - -

Sub-Total (B)(1) 1 45000 - 4.50% - - (2) Non- institutions (a) Bodies Corporate 4 226600 - 22.62% NA NA (b) Individuals 205 325400 - 32.58% NA NA (c) Qualified Foreign Investors - - - -

(d) Any Other - - - -

Sub-Total (B)(2) 209 552000 55.20% - - Total Public - - - Shareholding (B)= (B)(1)+(B)(2) 211 597000 59.70% TOTAL (A)+(B) 216 1000000 100% - -

35

(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”

S Name of Share- Holder

Details of Shares Held

Shares pledged or otherwise encumbered Details of warrants

Details of convertible Securities Total

No. shares

(including

underlying

shares

assuming

full

conversion

of

warrants

and

convertible

securities)

as a % of

diluted

share

capital

No. of As a No. As a As a % Number As a % Number of As a %

Shares % of percentage of of total convertible total

Held grand grand warrants number securities number

total total held of held Of

(A) + (A) + warrants warrants

(B) + (B) + of the of the

(C) (C) same same

of class class

sub-

clause

(I)(a)

Promoter

- - - - - - -

1 Rajesh Jain 265274 26.53 26.53

Promoter Group - - - - - - -

2 Jayshri Jain 127720 12.77 12.77

3 Atit Jain 10000 1

- - - - - - - 1

-

- - - - - - -

4 S L Jain 2 - -

- - - - - - -

5 Rakesh Jain 2 - -

6 Jyoti Jain 2 - - - - - - - - -

TOTAL 403000 - - - - - - - 40.30

36

(I)(c) Statement showing Shareholding of persons belonging to the category “Public ” and holding more than 1 % of the total number of shares Sr. Name of Shareholder Number Shares as a percentage of No. of shares total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above}

1 Shatrunjay Securities Pvt Ltd 91600 9.16

2 Sri Akal Commodity Ltd 84000 8.40

3 Sylph Technologies Ltd 50560 5.06

4 Ghanshyam Soni 45000 4.50

5 Iswarlal Thakkar 13300 1.33

6 Bachubhai D Arethiya 11500 1.15

7 Ranveer Singh 11100 1.11

8 Harjeet Kaur 11100 1.11

9 Urmila K Mujat 10800 1.08

10 Shreya H Mujat 10200 1.02

(d) Statement showing details of locked-in shares

Sr. Name of Shareholder Number of Locked-in shares as a

number of

shares {i.e., Grand

Total (A)+(B)+(C)

indicated In

Statement at para (I)(a)

above}

Compulsory Lock In

1 Rajesh Jain

200000

20%

Voluntary Lock-in

NIL

TOTAL 200000 20%

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(II) (a) Statement showing details of Depository Receipts (DRs)

Sr. Type of Number of Number of Shares underlying

No. outstanding DR outstanding shares underlying outstanding DRs as a

(ADRs, GDRs, SDRs, DRs outstanding DRs percentage of total

etc.) number of Shares

{i.e., Grand Total

(A)+(B)+(C) Indicated

in Statement at para (I)(a)

above}

TOTAL NIL

(II) (b) Statement showing holding of Depository Receipts (DRs), where underlying shares are in excess of 1 % o f the total number:

Sr. Name of DR Holder Type Number of Shares underlying No. Of shares outstanding DRs as a

outstanding DR underlying percentage of total (ADRs, GDRs, outstanding number of Shares SDRs, etc.) DRs {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} TOTAL NIL

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PROPERTY Description of Properties of Company are set forth below. Following are the details of properties taken on lease by us: Sr No.

Location of the Property

Document Licensor/Lessor Lease Rent/License Fees

Lease/License Period(From – To)

Activity

1. ST 4, Press House, 22 Press Complex, A.B Road Indore(M.P)

Lease Agreement

Mrs. Jayshri Jain

Rs.10000 per month

1st Feb 2013 to 31st Jan 2016

Registered office of our Company

The company does not having any other property or fixed assets.

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SECTION II – RISK FACTORS

The risks described below are relevant to the industries our Company is engaged in, our Company and our Equity Shares. If any one or more of the following risks as well as other risks and uncertainties discussed in the Draft Information Document were to occur, our business, financial condition and results of our operation could suffer material adverse effects, and could cause the trading price of our Equity Shares and the value of investment in the Equity Shares to materially decline which could result in the loss of all or part of investment. These risks are not the only ones that our Company face. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify financial or other implication of any risks mentioned herein. INTERNAL RISK FACTORS

1. The Project is not appraised by any Bank or Financial Institution

The proposed activities for which the funds are being raised have not been appraised by any Bank or Financial Institution and the fund requirements are based primarily on Management estimates. 2. Our Company has limited operating history in the business of skill development and vocational training and, therefore, investors may not be able to assess our company’s prospects based on past results. The Company has limited operating history from which it is difficult to evaluate the business and future prospects and viability of the Company. The Company’s prospects and viability will be based on the performance of the management of the Company. The Company cannot assure about its future performance or that its business strategy will be successful. 3.We are dependent on our management team for success whose loss could seriously impair the ability to continue to manage and expand business efficiently. Our success largely depends on the continued services and performance of our management and other key personnel. The loss of service of the Promoters and senior management team could seriously impair the ability to continue to manage and expand the business efficiently. Further, the loss of any of the key personnel may adversely affect the operations, finances and profitability of our Company. Any failure or inability of our Company to efficiently retain and manage its human resources would adversely affect our ability to implement new projects and expand our business. 4.We have not made an application for registration of our trademark under the Trade Marks Act. Our ability to use the trademark may be impaired. Our Company’s business may be affected due to our inability to protect our existing and future intellectual property rights. We have not made an application for registration of trademark over our name and logo under the Trade Marks Act and consequently do not enjoy the statutory protections accorded to a trademark registered in India and cannot prohibit the use of such name and logo by anybody by means of statutory protection. 5. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures. We have not paid any dividends since incorporation. Our future ability to pay dividends will depend on our earnings, financial condition and capital requirements. Dividends distributed by us will attract dividend distribution tax at rates applicable from time to time. There can be no assurance that we will generate sufficient income to cover the operating expenses and pay dividends to the shareholders.

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Our ability to pay dividends will also depend on our expansion plans. We may be unable to pay dividends in the near or medium term, and the future dividend policy will depend on the capital requirements and financing arrangements for the business plans, financial condition and results of operations. 6. We do not own our Registered Office from which we operate. We do not own the premises on which our Registered Office is situated. We cannot assure you that we will own, or have the right to occupy, these premises in the future, or that we will be able to continue with the uninterrupted use of this property, which may impair our operations and adversely affect our financial condition. 7. Risk related to default in payment by Schools/Colleges/Government etc . We are exposed to the risks of payment defaults by schools, colleges, government, students and Corporate, who are our primary customers in the area of skill development and vocational training. 8. Lack of active trading market for our company’s Equity Shares. Till date there has been no public market for our Equity Shares. We propose to list our Equity Shares on Institutional Trading Platform (ITP) of BSE SME. We cannot assure that pursuant to listing on ITP, active trading market of our Equity Shares would develop as trading on ITP is restricted. Further, the securities listed on ITP will be mandatorily exited within 18 months of triggering various events such as completion of ten years on listing of ITP or attaining paid-up capital of Rs. 25 Crores or attaining revenue of Rs. 300 Crores or attaining market capitalization of Rs. 500 Crores. Accordingly, there will be no active trading market for our Equity Shares after the listing. 9. Further Issue of Equity Shares We may require further issue of Equity Shares to satisfy the capital needs of our company for any further expansion. Thus any further Equity offerings by the Company may lead to dilution of shareholding or may affect the market price of its equity shares. Management Perception: The major part of capital requirements of the proposed projects are being raised through this Private Placement. In the near future, there are no plans to issue further Equity Shares. In case the Company decides to raise additional funds through the issuance of Equity, the same would be done for further value creation for the shareholders of the Company and after taking necessary shareholders approvals.

EXTERNAL RISK FACTORS 1. Political, economic and social changes in India could adversely affect our business.

Our business, and the market price and liquidity of our Company’s shares, may be affected by changes in Government policies, including taxation, social, political, economic or other developments in or affecting India could also adversely affect our business The performance of our company depends, to a large extent, upon the Government policies on skill development and vocational training program. Any change is government policies or reallocation of the government budget away from these programs could impact our business prospects.

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2. Global recession and market conditions could cause our business to suffer.

The developed economies of the world viz. U.S., Europe, Japan and others are in midst of recovering from recession which is affecting the economic condition and markets of not only these economies but also the economies of the emerging markets like Brazil, Russia, India and China. General business and consumer sentiment has been adversely affected due to the global slowdown and there cannot be assurance, whether these developed economies will see good economic growth in the near future. Consequently, this has also affected the global stock and commodity markets.

3. Natural calamities and force majeure events may have an adverse impact on our business.

Natural disasters may cause significant interruption to our operations, and damage to the environment that could have a material adverse impact on us. The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged spells of deficient or abnormal rainfall and other natural calamities could have an adverse impact on the Indian economy, which could adversely affect our business and results of operations.

4. Civil unrest, acts of violence including terrorism or war involving India and other countries could

materially and adversely affect the financial markets and our business.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond our control, could have a material adverse effect on India’s economy and our business. Terrorist attacks and other acts of violence may adversely affect the Indian stock markets, where our Equity Shares will trade, and the global equity markets generally.

5. Changes in Domestic Laws

Any change in tax laws in India particularly income tax might lead to increased tax liability of the Company thereby putting pressures on profitability. Due to any increase in taxes, duties, levies etc on computer hardware by the Government there is a risk of increased hardware costs.

6. After this Issue, the price of the Equity Shares may be highly volatile, or an active trading

market for the Equity Shares may not develop.

The prices of the Equity Shares on the Indian Stock Exchanges may fluctuate after this Issue as a result of several factors, including:

(i) results of operations and performance;

(ii) perceptions about the future performance; (iii) performance of the competitors in the Industry and the perception in the market about investments made in new initiatives (iv) adverse media reports on the Company or the Industry; (v) changes in the estimates of the performance or recommendations by financial analysts; (vi) significant developments in India’s economic liberalization and deregulation policies (vii) significant development in India’s fiscal and environmental regulations. (viii) significant Volatility in the Domestic and Global Equity markets. 7. There are restrictions on daily movements in the price of the Equity Shares, which may

adversely affect a shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. Following the Issue, we will be subject to a daily “circuit breaker” imposed by BSE, which does not allow transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of the index-based, market-wide circuit breakers generally

42

imposed by SEBI on Indian stock exchanges. The percentage limit on our circuit breakers will be set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The BSE may not inform us of the percentage limit of the circuit breaker in effect from time to time and may change it without our knowledge. This circuit breaker will limit the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance can be given regarding your ability to sell your Equity Shares or the price at which you may be able to sell your Equity Shares at any particular time.

8. Political instability or changes in the Government could adversely affect economic conditions in India and consequently our business. Our performance may be affected by changes in exchange rates and controls, interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India. The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. The business of our Company may be affected by changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. Since 1991, successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. Any political instability could affect the rate of economic liberalization and the specific laws and policies affecting foreign investment, the entertainment and media industry and ISP industry. A significant change in India’s economic liberalization and deregulation policies could adversely affect business and economic conditions in India generally, and our business in particular, if new restrictions on the private sector are introduced or if existing restrictions are increased.

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SECTION III – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the beneficial ownership of our shares of by each person known by us to be the beneficial owner (In case different from registered owner) of the issued and subscribed capital.

Class / Type of Name and Address of Amount Percent Securities Benefice Owner and

nature of beneficial ownership Equity Shares Nil N.A. N.A.

SHAREHOLDERS AGREEMENTS Our Company has not entered into any shareholders agreement as on date of this Information Memorandum.

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SECTION IV – OUR MANAGEMENT BOARD OF DIRECTORS

Under our Articles of Association, our Company is required to have not less than three (3) Directors and not more than twelve (12) Directors. Our Company currently has four (4) Directors on Board. The following table sets forth current details regarding our Board of Directors:

Name, Father’s name, Address, Age Date of Status of

Occupation, Nationality, tenure & DIN Assuming Directorship office in the in our Company Company 1. Dr. Rajesh Jain 51 Yrs 29/01/2010 Non-Executive non- S/o S.L Jain Independent 54 Patrakar Colony Director Indore - 452001 Madhya Pradesh , India Occupation: Business Nationality: Indian Tenure: Retire by Rotation DIN:01704145 2. Mrs. Jayshri Jain 49 Yrs 29/01/2010 Non Executive W/o Dr. Rajesh Jain Non- 54 Patrakar Colony Independent Indore - 452001 Director Madhya Pradesh , India

Occupation: Business Nationality: Indian Tenure: Retire by Rotation DIN:01824937 3. Mr Vineet Shrivastava 47 Yrs 28/02/2014 Non Executive S/o Shri Prafulla Chandra Shrivastava Independent Director 4-AA, Scheme No.54 AB Road Indore Madhya Pradesh-452010 India

Nationality: Indian Tenure: Retire by rotation DIN: 00838244 4.Mr. Kamal Kumar Bhandari 80 Yrs 28/02/2014 Non Executive S/o Manak Chand Bhandari Independent Director

30/1, Roshan Singh Bhandari Marg Race Course Road Indore-452001 Madhya Pradesh India Nationality: Indian Tenure: Retire by Rotation DIN:02067889

45

DETAILS OF DIRECTORS Dr. Rajesh Jain aged 52yrs is Director of our Company. He is Chartered accountant by profession and practicing from last 28 years as chartered Accountant with his associates in Indore .

Mrs. Jayshri Jain, aged 49 years, is Non Executive Director of our Company. She has done her post graduation in fine arts and is having more than 20 years of business experience Mr. Vineet Shrivastava, aged 47 years who is also an independent director of the company is a BE in Printing Technology and is having more than 30 years of business experience

Mr. K.K. Bhandari, aged 80 years who is an independent director of the company is an industrialist having more than 50 years of experience.

NATURE OF FAMILY RELATIONSHIP AMONG DIRECTORS

Dr. Rajesh Jain and Mrs. Jayshri Jain are Husband and Wife.

NON – EXECUTIVE DIRECTORS Currently, non–executive Directors are not being paid sitting fees or any other kind of remuneration.

46

CORPORATE GOVERNANCE

Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, including the Listing Agreement to be executed with the Stock Exchange and the SEBI Regulations, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law.

We have a Board constituted in compliance with the Companies Act and the Listing Agreement in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our executive management provides the Board detailed reports on its performance periodically.

Currently our Board has four (4) Directors. We have two (2) non-executive non independent director and two (2) independent non executive directors. The constitution of our Board is in compliance with the requirements of Clause 42 of the Listing Agreement.

The following committees have been formed in compliance with the corporate governance norms:

A) Audit Committee B) Shareholders/Investors Grievance Committee C) Remuneration Committee

AUDIT COMMITTEE

Our Company has constituted an audit committee ("Audit Committee"), as per the provisions of 42 of the Listing Agreement to be entered with Stock Exchange, vide resolution passed in the meeting of the Board of Directors held on 10th March, 2014.

The terms of reference of Audit Committee complies with the requirements of Clause 42 of the Listing Agreement, proposed to be entered into with the Stock Exchange in due course. The committee presently comprises following three (3) directors. Mr. Vineet Shrivastava is the Chairman of the Audit Committee.

No. Name of the Director Status Nature of Directorship 1. Mr. Vineet Shrivastava Chairman Independent Director

2. Dr. Rajesh Jain Member Non Executive Non Independent Director

3. Mr. Kamal Kumar Bhandari Member Independent Director

Role of Audit Committee The terms of reference of the Audit Committee are given below:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

47

3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary. 5. Oversight of the Company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient, and credible. 6. Recommending to the Board, the appointment, re-appointment and, if required, the

replacement or removal of the statutory auditor and the fixation of audit fees. 7. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors. 8. Reviewing, with the management, the annual financial statements before submission to the

board for approval, with particular reference to: (a) Matters required to be included in the Directors’ Responsibility Statement to be included in the

Board’s report in terms of clause (c) of section 134 of the Companies Act, 2013. (b) Changes, if any, in accounting policies and practices and reasons for the same (c) Major accounting entries involving estimates based on the exercise of judgment by

management (d) Significant adjustments arising out of audit (e) Compliance with listing and other legal requirements relating to financial statements (f) Disclosure of any related party transactions (g) Qualifications in the draft audit report. 9. Reviewing, with the management, the half-yearly financial statements before submission to the

board for approval 10. Reviewing, with the management, the statement of uses / application of funds raised through

an issue (rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

11. Reviewing, with the management, performance of statutory and internal auditors, and

adequacy of the internal control systems. 12. Reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing, and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

13. Discussion with internal auditors any significant findings and follow up there on. 14. Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

15. Discussion with statutory auditors before the audit commences, about the nature and scope

48

of audit as well as post-audit discussion to ascertain any area of concern. 16. To look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors. 17. To review the functioning of the Whistle Blower mechanism, in case if the same is existing.

18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

19. Carrying out any other function as mentioned in the terms of reference of the Audit

Committee. In addition, to carry out such other functions/powers as may be delegated by the Board to the Committee from time to time.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

Our Company has constituted a shareholder / investors grievance committee ("Shareholders / Investors Grievance Committee") to redress the complaints of the shareholders. The Shareholders/Investors Grievance Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 10th March, 2014. The committee currently comprises of three (3) Directors. Mr. Kamal Kumar Bhandari is the Chairman of the Shareholders/ Investors Grievance committee.

No. Name of the Director Status Nature of Directorship 1. Mr. Kamal Kumar Bhandari Chairman Independent Director

2. Mr. Vineet Shrivastava Member Independent Director

3. Mrs. Jayshri Jain Member Non Executive Non Independent Director

Role of shareholders/investors grievance committee

The Shareholders / Investors Grievance Committee of our Board look into:

The redressal of investors complaints viz. non-receipt of annual report, dividend payments etc.

Matters related to share transfer, issue of duplicate share certificate, dematerializations. Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board of Directors as an Agenda item.

REMUNERATION COMMITTEE

The Remuneration Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 10th March, 2014.The committee currently comprises of three (3) Directors. Mr. Vineet Shrivastava is the Chairman of the Shareholders/ Investors Grievance committee. No. Name of the Director Status Nature of Directorship 1. Mr. Vineet Shrivastava Chairman Independent Director 2. Mr. Kamal Kumar Bhandari Member Independent Director

3. Mrs. Jayshri Jain Member Non Executive Non Independent Director

49

Role of Remuneration Committee The Remuneration Committee of our Board looks into: 1. To recommend to the board the compensation terms of the directors. 2. Frame and implement on behalf of the board and on behalf of the shareholders a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment. 3. Consider approving and recommending to the Board the changes in designation and increase in salary of the executive directors. 4. Ensure the remuneration policy is good enough to attract, retain and motivate directors. 5. Bring about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders. SHAREHOLDING DETAILS OF THE DIRECTORS IN OUR COMPANY As per the Articles of Association of our Company, a Director is not required to hold any qualification shares. The following table details the shareholding of our Directors:

Name of Director Number of % of Paid up Equity Shares Share Capital Rajesh Jain 265274 26.53% Jaishri Jain 127720 12.77% Veneet Shrivastav - - Kamal Kumar Bhandari - -

Total 392994 39.30% CONFIRMATIONS There is no arrangement or understanding between any Director and any other person(s) (naming pursuant to which he was or is to be selected as a director or nominee.

50

SECTION V – PROMOTER OUR PROMOTER

The Promoters of our Company are: 1. Dr. Rajesh Jain

DETAILS OF OUR PROMOTER IS AS UNDER

1. Dr. Rajesh Jain

Dr. Rajesh Jain age 51 years is Promoter & Managing Director of our Company. He is Chartered Accountant by profession and doing practice as Chartered Accountant with his associates in Indore.

Identification Name Dr. Rajesh Jain Permanent Account Number ABUPJ9038Q Passport No. F1697111 Voter ID MP/37/274/351175 Driving License MP09R-2012-0700220 Bank Account Details A/C No. 88032711000030

Bank of India

Directorship in other companies : 1.Sylph Technologies Ltd 2.Saksham Printers and Publishers Ltd 3.Sakshi MultiTrade Pvt Ltd 4. Sakshi PowerTech Pvt Ltd

51

VI – RELATED PARTY TRANSACTIONS Transaction with related party as identified by the management in accordance with Accounting Standard 18 “Related party disclosures” issued by The Institute of Chartered Accountants of India, are as follows: I. List of Related Parties

31.03.2014 31.03.2013 31.03.2012 31.03.2011 Party Where Control Exists

Rajesh Jain Rajesh Jain Rajesh Jain Rajesh Jain Jayshri Jain Jayshri Jain Jayshri Jain Jayshri Jain Vineet Shrivastava Kamal Kumar Bhandari Other Parties Where Transaction have taken place Group Companies - - - - Key Managerial Persons - - - - Relatives of Key Managerial Persons - - - -

II. Details of Transactions with Related party: No transactions has been entered with any related parties during the preceding three fiscal years except the allotment of equity shares to the Directors.

52

SECTION VII: OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated herein, there are no outstanding or pending litigation, suits, civil prosecution, criminal proceedings or tax liabilities against our Company, our Directors, our Promoters and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions, defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue, no proceedings initiated for economic or other offences and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, our Directors or Group Companies. I. CASES FILED BY OUR COMPANY

Civil Cases

There are no civil proceedings filed by our Company.

Criminal Cases

There are no criminal proceedings filed by our Company. II. CASES FILED AGAINST OUR COMPANY

Civil proceedings

There are no civil proceedings filed against our Company.

Criminal Proceedings

There are no criminal proceedings filed against our Company. III. INDIRECT TAX PROCEEDINGS INVOLVING OUR COMPANY

NIL IV. LITIGATIONS INVOLVING OUR PROMOTER

(i) Proceedings of Civil nature

(a) By the promoters

NIL

(b) Against the promoters

NIL

(ii) Proceedings of a Criminal nature- (a) By the promoters

NIL

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(b) Against the promoters

NIL

V. LITIGATIONS INVOLVING DIRECTORS OF OUR COMPANY

(i) Proceedings of Civil nature

(a) By the Directors of our Company

NIL

(b) Against the Directors of our Company

NIL

(ii) Proceedings of a Criminal nature- (a) By the Directors of our Company

NIL

(b) Against the Directors of our Company

NIL

VI. LITIGATIONS INVOLVING OUR GROUP COMPANIES

(i) Proceedings of Civil nature

(a) By our Group Companies

NIL

(b) Against our Group Companies

NIL

(ii) Proceedings of a Criminal nature- (a) By our Group Companies

NIL

(b) Against our Group Companies

NIL

MATERIAL DEVELOPMENTS In the opinion of the Board of Directors of our Company, there have not arisen, since the date of the last audited financial statements disclosed in this Information Memorandum, any circumstances that materially or adversely affect or are likely to affect our profitability or value of assets or our ability to pay material liabilities within the next twelve (12) months.

54

SECTION VIII

DECLARATION All relevant provisions of the Companies Act,1956, Companies Act, 2013, and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, 1956, Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or the rules made there under or regulations issued, as the case may be. We further certify that all the statements in this Information Memorandum are true and correct. SIGNED BY ALL THE DIRECTORS Dr. Rajesh Jain Sd/- Mrs. Jayshri Jain Sd/- Mr. Vineet Shrivastava Sd/- Mr. Kamal Kumar Bhandari Sd/- SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER Mrs. Pinky Shrivastava Sd/- Date:14/07/2014 Place: Indore