Directors Report of Danlaw Technologies India Ltd.

Mar 31, 2025

The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along
with the audited financial statements for the financial year ended March 31, 2025.

Financial Results

Particulars	2024-25	2023-24
Net Sales/lncome
from operations	21837.92	21098.12
Other Income	96.36	27.83
Total Income	21934.28	21125.95
Cost of materials	12751.05	12933.29
Changes in Inventories	75.25	(29.14)
Employee''s Cost	4626.81	3616.94
Finance Cost	226.71	246.79
Depreciation	511.16	399.75
Other Expenses	1203.44	950.33
Total Expenses	19394.42	18117.95
Profit / (Loss) before tax	2539.86	3008.00
Current Tax	675.60	778.13
Prior-period Tax	(1.44)	2.52
Deferred Tax	(26.32)	4.78
Profit / (Loss) aftertax	647.84	785.43
Proft / (Loss) attributable to:
- Owners of the Company	1892.02	2222.57
- Non controlling interests	-	-
Paid up equity
share capital	487.07	487.07
Reserves and Surplus
(Excl. revaluation reserve)	7185.80	5299.73
Earnings per
share - basic	35.85	45.63
Earnings per
share - diluted	35.85	45. 63

Dividend

In view of the growth potential and need for more working capital requirement as well as
capital expenditure, your directors do not recommend any dividend for the Financial Year
2024-2025

Share Capital

Share Capital of the Company as on March 31, 2025, is as follows:

Authorized Capital - Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into
1,20,00,000 (One Crore twenty lakhs) Equity Shares of Rs. 10 each. Issued, Subscribed
and Paid-Up Capital - Rs. 4,87,06,670/- (Rupees Four crores eighty-seven lakhs six
thousand six hundred and seventy only) divided into 48,70,667 (Forty eight lakhs seventy
thousand six hundred and sixty seven only) Equity Shares ofRs. 10 each.

Company’s Performance

Revenue from operations for the fiscal year has increased by 3.50% to Rs.21838 lacs as
compared to Rs.21,098 lacs in the previous year. The net Profit for the fiscal year
decreased by 16.5% to Rs.1,886 lacs as compared to Rs.2,197 lacs in the previous year.

Change in the nature of business, if any

During the year under review, there has been no change in the nature of business of the
Company.

Material Changes and Commitments Affecting the Financial Position of the
Company

There have been no material changes and commitments affecting the financial position of
the company which occurred during and between the end of the financial year to which
the financial statements relate and the date of this report.

Events subsequent to the date of financial statement

There are no major events subsequent to the date of financial statement

Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future

There are no significant and material orders were passed by regulators or courts or
tribunals impacting the going concern status and Company’s operations in future.

Internal financial control systems and their adequacy

The Company’s internal financial control systems are commensurate with its size and the
nature of its operations. These have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational information,
complying with applicable statutes, executing transactions with proper authorization and
ensuring compliance of corporate governance.

Subsidiary Companies

There are no subsidiary companies

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the data of
the balance sheet.

Auditors

In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies
(Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a
period of five years from the conclusion of the 29th Annual General Meeting till the
Annual General Meeting to be held in the calendar year 2027 Your Company has
received confirmation from the said Auditor that their appointment is within the limits
prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(l)(a) of
Companies (Audit and Auditors) Rules, 2014.

The requirement for the annual ratification of auditors’ appointment at the AGM has been
omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7,2018.

Auditors’ report

There are no qualifications, reservations or adverse remarks made by M/s. CSVR &
Associates, Chartered Accountants, and Statutory Auditors in their report for the
Financial Year ended 31st March, 2025.

Reporting ofFrauds by Auditors

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of
the Company under sub-section (12) of section 143 of the Companies Act, 2013, during
the year under review.

Secretarial Auditors :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed. Mr B V Saravana Kumar, Company Secretary
in Practice (CP No 11727) to conduct the Secretarial Audit of the Company and related
records for the year ended 31st March 2025. The Secretarial Audit Report of the
Company is annexed herewith as Annexure and forms an integral part of this report.

Secretarial Auditors’ Report

There are no qualifications, reservations or adverse remarks made by Mr B V Saravana
Kumar, Practicing Company Secretary, in their report for the financial year ended 31st
March, 2025. - Annexure II

Internal Auditor

The Board on the recommendations of the Audit Committee has appointed M/s. Ramana
Reddy & Associates, Chartered Accountants as internal auditors of the Company. The
Internal Auditors are submitting the reports regularly.

Maintenance of cost records

The cost accounts and records as required to be maintained under Section 148(1) of
Companies Act.2013 are duly made and maintained by your Company.

In accordance with the provisions of Section 148 of the Act and rules made there under,
the Board of directors of the Company has appointed M/s. Sagar & Associates (Firm
Registration No: 000118) as Cost Auditors of the Company for the financial year 2024¬
25.

The Company has received Cost Audit Report on the cost accounts of the Company for
the financial year ended on March 31, 2025.

The Board has re-appointed M/s. Sagar & Associates (Firm Registration No: 000118) as
Cost Auditors of the Company, to carry out the Cost Audit for the financial year 2025-26.

The Cost Auditors have confirmed that they are not disqualified to be appointed as the
Cost Auditors.

Pursuant to Section 148(3) of the Companies Act, 2013 read with Rules of The
Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their meeting
held on 13^th August 2025, based on the recommendation of Audit Committee, approved
the remuneration of Cost Auditors. The resolution for ratification of remuneration of the
Cost Auditors is proposed for approval of the Members at the ensuing AGM of the
Company

Extract of the Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies
of the Annual Return of the Company prepared in accordance with Section 92(1) of the
Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014
are placed on the website of the Company and is accessible at the
www.danlawtechnologies.com

Conservation of energy and technology absorption
a) Conservation of energy

Your Company is engaged in the business of software and information technology
and has no specific activities relating to conservation of energy and technology
absorption as required to be disclosed under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The
Company has taken necessary measures wherever possible for the conservation of
energy. However, your Company uses information technology extensively in its
operations and also continues its endeavor to improve energy conservation and
utilization, safety and environment.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D in the
areas of emerging technologies.

(ii) Technology Absorption: Your Company continues to use state of the art
technology for improving the productivity and quality of its products and
services. To create adequate infrastructure, your Company continues to
invest in the latest hardware and software.

Foreign exchange earnings and outgo:

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Particulars	2024-2025	2023-2024
Earnings	817.69	353.33
Outgo	6371.81	7640.05

Corporate social responsibility policy

A brief outline of the Corporate Social Responsibility (CSR) policy of the company and
the initiatives taken by the company are set out in Annexure of this report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules. 2014, For
other details regarding CSR Committee. Please refer to the Annexure-V forming a part of
this annual report. Further, the CSR Policy is also available on the website of the
company.

Directors and Key Managerial Personnel

1. Mr. Raju S Dandu - Whole-time Director and Executive Chairman

2. Mrs. M Sridevi - Non Executive Non Independent Director

3. Mr. Timothy Matthew Morris- Non Execuive and Non Independent Director

4. Mr. Muppanna Ankaiah Ashokkumar - Independent Director

5. Mr. Venigalla Sambasiva Rao - Independent Director

6. Mr. Shireesh Shantaram Phal - Executive Director

7. Mr. Putrevu Seshagiri Rao - Independent Director

8. Mr. Indraganti Venkateswara Sarma - Independent Director

9. Mr.AVRK Varma-CFO

10. Mr. Gaurav Padmawar - Company Secretary

Mr. Naga Satyanarayana Sappata and Mr. T Ravikumar have ceased to be Independent
Directors of the Company, upon completion of their second term as Independent
Directors.

Statement on Declaration given by Independent Directors under Section 149

All the Independent Directors of your Company have given declarations under Section
149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and the Rules made there under
and also as per applicable regulations of the SEBI (LODR) Regulations, 2015.

Registration of Independent Directors in Independent Directors Data bank

All the Independent Directors of your Company have been registered and are members of
Independent Directors Data bank maintained by the Indian Institute of Corporate Affairs
(IICA).

None of the Directors are disqualified from being appointed or holding office as
Directors, as stipulated under Section 164 of the Companies Act, 2013. (Annexure - III)

Familiarization Program For Independent Directors:

On appointment of an individual as Independent Director, the Company issues a formal
Letter of Appointment to the concerned director, setting out in detail, the terms of
appointment, duties and responsibilities. Each newly appointed Independent Director is
taken through a formal familiarization program. The program also provides awareness of
the Independent Directors on their roles, rights, responsibilities towards the Company.
Further, the Familiarization Program also provides information relating to the financial
performance of the Company and budget and control process of the Company.

Meeting of the Board of Directors

Four meetings of the board were held during the year. The Meetings were held on 25th
May, 2024, lOthAugust 2024, 14^th November, 2024, and 14th February and 2025 The
maximum interval between any two meetings did not exceed 120 days. The meeting of
Independent Directors held on 14^th February 2025.

Audit Committee

As on 31st March, 2025, the Audit Committee consists of four directors as its members,
out of whom three are independent non-executive directors and one is Whole-time
Director.

There were 4 (four) meetings held on 25th May, 2024, lOthAugust 2024, 14th November,
2024, and 14th February and 2025 2024-25

Names of the members and the Chairman of the Committee as on31st March, 2024:

Name	Category
Mr. Raju S Dandu	Executive Director
Mr. Indraganty Venkateswara Sarma	Non-Executive - Independent Director
Mr. Putrevu Seshagiri Rao	Non-Executive - Independent Director- Chairman
Mr. M A Ashok Kumar	Non-Executive - Independent Director

Necessary quorum was present in all meetings .Mr. Putrevu Seshagiri Rao of the Audit
Committee attended the last Annual General Meeting (AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for Audit
Committee under Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the
Companies Act, 2013 and SEBI Listing Regulations.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the
criteria laid down under section 178 of the Companies Act, 2013 read with the
Regulation 19of the SEBI Listing Regulations.

One meeting of the Nomination and Remuneration Committee was held during the year.
The dates on which the said meeting was held on 10.08.2024

Names of the members and the Chairman of the Committee as on 31st March, 2025 are
given below

Name	Category
Mr. M A Ashok Kumar	Independent Non-executive - Chairman
Mr. M Sridevi	Non Independent Non-executive
Mr. Venigalla Sambasivarao	Independent Non-executive

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors meets the
Criteria laid down under Section 178 of the Companies Act, 2013, read with the
Regulation 20 of the SEBI Listing Regulations.

One meeting of the Stakeholders Relationship committee was held during the year. The
dates on which the said meetings was held on 07.01.2025

M/s. NDML Database Management Ltd, the Registrars and Share Transfer Agents,
maintains the share accounting package and upgrades the data on weekly basis, as per the
information received from NSDL / CDSL

Names of the members and the Chairman of the Committee as on 31st March, 2025 are
given below

Name	Category
Mr Raju S Dandu	Executive Director
Mr. M A Ashok Kumar	Independent Non-executive
Mr. Venigalla Sambasivarao	Independent Non-executive- Chairperson

Particulars ofloans, guarantees or investments under section 186

In the Financial Year 2024-25, the Company has not given any loan, guarantees or made
any investments exceeding sixty per cent of its paid-up share capital, free reserves and
securities premium account or one hundred per cent of its free reserves and securities
premium account, whichever is higher, as prescribed in Section 186 of the Companies
Act, 2013.

Particulars of contracts or arrangement with related parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the
Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I
in Form AOC-2 and the same forms part of this report.

Managerial Remuneration

a. The ratio of remuneration of Whole Time Director to the median remuneration of
the employees of the Company for the financial year: 3.51

b. The ratio of remuneration of Executive Director to the median remuneration of
the employees of the Company for the financial year: 4.67

c. No other directors are paid remuneration except sitting fees

d. The number of permanent employees on the rolls of the Company: 295

Particulars of Employees

None of the employees of your Company is in receipt of remuneration requiring
disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013
read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

Vigil Mechanism/ Whistle Blower Policy

The Company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of the Section
177(9) of the Act and in terms of regulation 22 of the SEBI Listing Regulation
(URL: www.danlawtechnologies.com).

Prevention of Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at
Workplace in accordance with the Sexual Harassment of Women Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company has not received any complaints during the year. The Company regularly
conducts awareness programs for its employees. The following is a summary of sexual
harassment complaints received and disposed off during the year:

S.No.	Particulars		Status of	the No.	of
			complaints disposed off	received	and
1	Number of complaints on harassment received	Sexual	Nil

2	Number of Complaints disposed off during the year	Not Applicable
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness program against sexual harassment carried out	The Company regularly conducts necessary awareness programs for its employees
5	Nature of action taken by the employer or district officer	Not Applicable

Constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted an Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaints during the year.

Maternity Benefit:

The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.

Industry based disclosures as mandated by the respective laws governing the
company

The Secretarial audit report for the financial year 2024-25 has briefed on compliance of
industry-based disclosures and concerned laws governing the company.

CEO and CFO Certification

A Certificate from Chairman & Wholetime Director and Chief Financial Officer on the
financial statements of the Company and on the matters which were required to be
certified according to the Regulation 17(8) of the Listing Regulations, was placed before
the Board and accordingly confirmed to the Board that to the best of their knowledge and
belief, the financial statements and cash flow statements present a true and fair view of
the Company’s affairs. CEO and CFO certification forms part of this report.

Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board oflndia
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management’s
discussion and analysis is set out in this Annual Report & marked as Annexure.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best
of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts for the financial year ended 31st March, 2025,
the applicable accounting standards have been followed along with proper explanation
relating to material departures;

(ii) Appropriate accounting policies had been selected and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year 31st
March, 2025 and of the Profit and Loss of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) Internal financial controls have been laid down to be followed by the company and
that such internal financial controls are adequate and were operating effectively, and

(vi) That proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively

Adequacy oflnternal Financial Controls with Reference to the Financial Statements

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory
and secretarial auditors and external consultants and the reviews performed by
management and the relevant board committees, including the audit committee, the board
is of the opinion that the Company’s internal financial controls were adequate and
effective during the financial year 2024-25.

Secretarial Standards

Your Company complies with all applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries oflndia.

Listing of Equity Shares

Your company shares are listed with the BSE Limited. The listing fee has been paid for
the financial year 2024-2025.

Corporate Governance Report

The Company has complied with the Corporate Governance requirements under the
Companies Act, 2013 and as stipulated under the SEBI Listing Regulations. A separate
section titled Corporate Governance Report as Annexure under the SEBI Listing
Regulations along with a Corporate Governance Certificate from the Practicing Company
Secretary in the Annexure - IV

Directors and Officers Insurance (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the
Company has taken Directors and Officers Insurance (''D&O'') for all its Directors and
members of the Senior Management.

Code of Conduct

The Board of Directors has adopted and oversee the administration of the Danlaw Technologies
India Limited Code of Business Conduct and Ethics (the ''Code of Conduct''), which applies to all
Directors, Officers and Employees of the Company. The Code of Conduct reflects the Company''s
commitment to doing business with integrity and in full compliance with the law and provides a
general roadmap for all the Directors, Officers and Employees to follow as they perform their
day-to-day responsibilities with the highest ethical standards. The Code of Conduct also ensures

that all members of the Company and its subsidiaries perform their duties in compliance with
applicable laws and in a manner that is respectful of each other and the Company''s relationships
with its customers, suppliers and shareholders, as well as the communities and regulatory bodies
where the Company does business.

Prevention of InsiderTrading Code

As per SEBI (Prohibition oflnsider Trading) Regulation, 2015, the Company has adopted a Code
of Conduct for Prevention of Insider Trading. During the year, the Company has complied with
the said code.

Acknowledgement

Your Directors place on record their gratitude and appreciation for the continued cooperation and
excellent support received from all the quarters.

Your Directors also wish to place on record their appreciation for the sincere contributions
received from the employees of the Company in enabling it to achieve the performance during the
year under review and the valuable co-operation and continuous support extended by the
Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory
authorities and other business associates.

By order of the Board

For Danlaw Technologies India Ltd

Place : Hyderabad Raju S Dandu

Date : 13-08-2025 Chairman

(DIN : 00073484)

---

Mar 31, 2024

The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along with the audited financial statements for the financial year ended March 31, 2024.

Financial Resuslts

(Rs. In Lakhs)

Particulars	2023-24	2022-23
Net Sales/Income
from operations	21098.12	16713.76
Other Income	27.83	76.11
Total Income	21125.95	16789.87
Cost of materials	12933.29	10892.68
Changes in Invntories	(29.14)	56.11
Employee''s Cost	3616.94	2558.33
Finance Cost	246.79	327.73
Depreciation	399.75	710.08
Other Expenses	950.33	1197.41
Total Expenses	18117.95	15742.33
Profit / (Loss) before tax	3008.00	1047.53
Current Tax	778.13	80.43
Prior-period Taxx	2.52	-
Deferred Tax	4.78	241.71
Profit / (Loss) after tax	785.43	725.40
Proft / (Loss) attributable to:
- Owners of the Company	2222.57	725.40
- Non controlling interests	0.00	0.00
Paid up equity
share capital	487.07	487.07
Reserves and Surplus
(Excl. revaluation reserve)	5299.73	3102.48
Earnings per
share - basic	45.63	14.89
Earnings per
share - diluted	45. 63	14.89

Dividend

In view of the growth potential and need for more working capital requirement as well capital expenditure, your directors do not recommend any dividend for the Financial Year 2023-2024

Share Capital

Share Capital of the Company as on March 31, 2024, is as follows:

Authorized Capital - Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore twenty lakhs) Equity Shares of Rs. 10 each. Issued, Subscribed and Paid-Up Capital - Rs. 4,87,06,670/- (Rupees Four crores eighty seven lakhs six thousand six hundred and seventy only) divided into 48,70,667 (Forty eight lakhs seventy thousand six hundred and sixty seven only) Equity Shares of Rs. 10 each.

Company’s Performance

Revenue from operations for the fiscal year has increased by 26.23% to Rs.21,098 lacs as compared to Rs.16,714 lacs in the previous year. The net Profit for the fiscal year increased by 290.39% to Rs.2,197 lacs as compared to Rs.757 lacs in the previous year.

Change in the nature of business, if any

During the year under review, there has been no change in the nature of business of the Company.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, affecting the financial position of the company which occurred during and between the end of the financial year to which the financial statements relate and the date of this report.

Events subsequent to the date of financial statement

There are not major events subsequent to the date of financial statement

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There are no significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Internal financial control systems and their adequacy

The Company’s internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.

Subsidiary Companies

There are no subsidiary companies.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the data of the balance sheet.

Auditors

In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a period of five years from the conclusion of the 29th Annual General Meeting till the Annual General Meeting to be held in the calendar year 2027 Your Company has received confirmation from the said Auditor that their appointment is within the limits prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(1)(a) of Companies (Audit and Auditors) Rules, 2014.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

Auditors’ report

There are no qualifications, reservations or adverse remarks made by M/s. CSVR & Associates, Chartered Accountants, and Statutory Auditors in their report for the Financial Year ended 31st March, 2024.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

Secretarial Auditors :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed .Mr B V Saravana Kumar, Company Secretary in Practice (CP No 11727) to conduct the Secretarial Audit of the Company and related records for the year ended 31st March 2024. The Secretarial Audit Report of the Company is annexed herewith as Annexure and forms an integral part of this report.

Secretarial Auditors’ Report

There are no qualifications, reservations or adverse remarks made by Mr B V Saravana Kumar, Practicing Company Secretary in their report for the financial year ended 31st March, 2024. - Annexure II

Internal Auditor

The Board on the recommendations of the Audit Committee has appointed M7s. Ramana Reddy & Associates, Chartered Accountants as internal auditors of the Company. The Internal Auditors are submitting the reports regularly.

Maintenance of cost records

The cost accounts and records as required to be maintained under Section 148(1) of Companies Act.2013 are duly made and maintained by your Company.

In accordance with the provisions of Section 148 of the Act and rules made there under, the Board of directors of the Company has appointed M/s. Sagar & Associates (Firm Registration No: 000118) as Cost Auditors of the Company for the financial year 202324.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2024.

The Board has re-appointed M/s. Sagar & Associates (Firm Registration No: 000118) as Cost Auditors of the Company, to carry out the Cost Audit for the financial year 2024-25.

The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors.

Pursuant to Section 148(3) of the Companies Act, 2013 read with Rules of The Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their meeting held on 10^th August 2024, based on the recommendation of Audit Committee, approved the remuneration of Cost Auditors. The resolution for ratification of remuneration of the Cost Auditors is proposed for approval of the Members at the ensuing AGM of the Company

Extract of the Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the www.danlawtechnologies.com

Conservation of energy and technology absorption a) Conservation of energy

Your Company is engaged in the business of software and information technology and has no specific activities relating to conservation of energy and technology absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The Company has taken necessary measures wherever possible for the conservation of energy. However, your Company uses information technology extensively in its operations and also continues its endeavor to improve energy conservation and utilization, safety and environment.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D in the areas of emerging technologies.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

Foreign exchange earnings and outgo:

The particulars of foreign exchange earnings and outgo are given below. Rs. In Lacs

Particulars	2023-2024	2022-2023
Earnings	353.33	422.47
Outgo	7640.05	5580.10

Corporate social responsibility policy

A brief outline of the Corporate Social Responsibility (CSR) policy of the company and the initiatives taken by the company are set out in Annexure of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules. 2014, For other details regarding CSR Committee. please refer to the Annexure-V forming a part of this annual report. Further, the CSR Policy is also available on the website of the company.

Directors and Key Managerial Personnel

1. Mr Raju S Dandu - Whole-time Director and Executive Chairman

2. Mr Naga Satyanarayana Sappata - Independent Director

3. Mr T Ravikumar - Independent Director

4. Mrs M Sridevi - Non Executive Non Independent Director

5. Mr Timothy Matthew Morris - Non Execuive and Non Independent Director

6. Mr Muppanna Ankaiah Ashokkumar - Independent Director

7. Venigalla Sambasiva Rao - Independent Director

8. Shireesh Shantaram Phal - Executive Director

9. Mr A V RK Varma - CFO

10. Mr Gaurav Padmawar - Company Secretary

All the Independent Directors of your Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Rules made there under and also as per applicable regulations of the SEBI (LODR) Regulations, 2015.

None of the Directors are disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013. (Annexure - III)

Familiarization Programme For Independent Directors:

On appointment of an individual as Independent Director, the Company issues a formal Letter of Appointment to the concerned director, setting out in detail, the terms of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a formal familiarization program. The programme also provides awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget and control process of the Company.

Meeting of the Board of Directors

Six meetings of the board were held during the year. The Meetings were held on 27th May, 2023, 08thAugust 2023, 26^th October 2023, 14^th November, 2023, 12th December 2023, 09th February and 2024 The maximum interval between any two meetings did not exceed 120 days. The meeting of Independent Directors held on 09^th February 2024.

Audit Committee

As on 31st March, 2024, the Audit Committee consists of four directors as its members, out of whom three are independent non-executive directors and one is Whole-time Director.

There were 5 (four) meetings held on 27th May 2023, 08th August 2023, 14th November 2023, 12th December 2023 and 09th February 2024 during the Financial Year 2023-24

Names of the members and the Chairman of the Committee as on 31st March, 2024:

Name	Category
Mr. Raju S Dandu	Executive Director
Mr. Naga Satyanarayana Sappata	Non-Executive - Independent Director
Mr. T Ravikumar	Non-Executive - Independent Director-Chairman
Mr M A Ashok Kumar	Non-Executive - Independent Director

Necessary quorum was present in all meetings .Mr.T Ravikumar Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for Audit Committee under Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under section 178 of the Companies Act, 2013 read with the Regulation 19 of the SEBI Listing Regulations.

Two meeting of the Nomination and Remuneration Committee was held during the year. The dates on which the said meetings were held on 27.09.2023 and 09.02.2024

Names of the members and the Chairman of the Committee as on 31st March, 2024 are given below

Name	Category
Mr. Naga Satyanarayana	Independent Non-executive - Chairman
Sappata
Mr. M Sridevi	Non Independent Non-executive
Mr.Ravi Kumar Tamma	Independent Non-executive

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors meets the Criteria laid down under Section 178 of the Companies Act, 2013, read with the Regulation 20 of the SEBI Listing Regulations.

One meeting of the Stakeholders Relationship committee was held during the year. The dates on which the said meetings was held on

M/s. NDML Database Management Ltd, the Registrars and Share Transfer Agents, maintains the share accounting package and upgrades the data on weekly basis, as per the information received from NSDL / CDSL

Names of the members and the Chairman of the Committee as on 31st March, 2024 are given below

Name	Category
Mr Raju S Dandu	Executive Director
Mr. Naga Satyanarayana	Independent Non-executive
Sappata -
Mr.Ravi Kumar Tamma -	Independent Non-executive- Chairperson

Particulars of loans, guarantees or investments under section 186

In the Financial Year 2023-24, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangement with related parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3 )(h) of the

Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

Managerial Remuneration

a. The ratio of remuneration of Whole Time Director to the median remuneration of the employees of the Company for the financial year: 3.91

b. No other directors are paid remuneration except sitting fees

c. The number of permanent employees on the rolls of the Company: 243

Particulars of Employees

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

Vigil Mechanism/ Whistle Blower Policy

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and in terms of regulation 22 of the SEBI Listing Regulation (URL: www.danlawtechnologies.com).

Obligation of Company under the Sexual Harassment of Women Workplace (Prevention,Prohibition and Redressal) Act, 2013

During the financial year 2023-2024, the Company has not received any complaint of sexual harassment against women employees of the Company.

Industry based disclosures as mandated by the respective laws governing the company

The Secretarial audit report for the financial year 2023-24 has briefed on compliance of industry-based disclosures and concerned laws governing the company.

CEO and CFO Certification

A Certificate from Chairman & Wholetime Director and Chief Financial Officer on the financial statements of the Company and on the matters which were required to be certified according to the Regulation 17(8) of the Listing Regulations, was placed before the Board and accordingly confirmed to the Board that to the best of their knowledge and belief, the financial statements and cash flow statements present a true and fair view of the Company’s affairs. CEO and CFO certification forms part of this report.

Managements Discussion and Analysis:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management’s discussion and analysis is set out in this Annual Report & marked as Annexure.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies had been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2024 and of the Profit and Loss of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) Internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(vi) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Adequacy of Internal Financial Controls with Reference to the Financial Statements

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

Secretarial Standards

Your Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing of Equity Shares

Your company shares are listed with the BSE Limited. The listing fee has been paid for the financial year 2023-2024.

Corporate Governance Report

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the SEBI Listing Regulations. A separate section titled Corporate Governance Report as Annexure under the SEBI Listing Regulations along with a Corporate Governance Certificate from the Practicing Company Secretary in the Annexure - IV

Acknowledgement

Your Directors place on record their gratitude and appreciation for the continued cooperation and excellent support received from all the quarters.

Your Directors also wish to place on record their appreciation for the sincere contributions received from the employees of the Company in enabling it to achieve the performance during the year under review and the valuable co-operation and continuous support extended by the Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory authorities and other business associates.

By order of the Board

For Danlaw Technologies India Ltd

Place : Hyderabad Raju S Dandu

Date : 10-08-2024 Chairman

(DIN : 00073484)

---

Mar 31, 2023

The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along with the audited financial statements for the financial year ended March 31, 2023.

Financial Resuslts

(Rs. In Lakhs)
Particulars	2022-23	2021-22
Net Sales/Income from operations	16713.76	12158.17
Other Income	76.11	473.34
Total Income	16789.87	12631.51
Cost of materials	10892.68	8027.57
Changes in Invntories	56.11	(39.45)
Employee''s Cost	2558.33	2522.29
Finance Cost	327.73	162.56
Depreciation	710.08	414.40
Other Expenses	1197.41	1046.02
Total Expenses	15742.34	12133.39
Profit / (Loss) before tax	1047.53	498.12
Current Tax	80.43	0.00
Prior-period Taxx	0.00	(69.09)
Deferred Tax	241.71	139.62
Profit / (Loss) after tax	725.39	427.59
Proft / (Loss) attributable to: - Owners of the Company	725.39	427.59
- Non controlling interests	0.00	0.00
Paid up equity share capital	487.07	487.07
Reserves and Surplus (Excl. revaluation reserve)	3102.48	2345.80
Earnings per share - basic	14.89	8.78
Earnings per share - diluted	14.89	8.78

Dividend

In view of the growth potential and need for more working capital requirement as well capital expenditure, your directors do not recommend any dividend for the Financial Year 2022-2023

Share Capital

During the year under review, the Company has issued 11,63,177 shares to Danlaw Inc pursuant to the NCLT order dated 18^th Oct, 2022 on amalgamation of subsidiary Danlaw Electronics Assembly Limited with Danlaw Technologies India Limited..Share Capital of the Company as on March 31, 2023 is as follows:

Authorized Capital - Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore twenty lakhs) Equity Shares of Rs. 10 each.Issued, Subscribed and Paid Up Capital - Rs. 4,87,06,670/- (Rupees Four crores eighty seven lakhs six thousand six hundred and seventy only) divided into 48,70,667 (Forty eight lakhs seventy thousand six hundred and sixty seven only) Equity Shares of Rs. 10 each.

Company’s Performance

Revenue from operations for the fiscal year has increased by 32.91% to Rs.16,790 lacs as compared to Rs.12,632 lacs in the previous year. The net Profit for the fiscal year increased by 73.62% to Rs.757 lacs as compared to Rs.436 lacs in the previous year.

The other income for the fiscal year of Rs.76.11 lacs includes Rs.61.94 lacs of lease rental income, Rs. 13.37 lacs of interest income. In the previous year the other income includes Rs.355.62 lacs of profit on sale of investment in subsidiary (Danlaw Technologies Inc), Rs.104.68 lacs of Lease Rental income, Rs.13.04 lacs interest income.

Change in the nature of business, if any

During the year under review, there has been no change in the nature of business of the Company.

Material Changes and Commitments Affecting the Financial Position of the Company

During the year the company’s subsidiary Danlaw Electronics Assembly Limited has been amalgamated with Danlaw Technologies India Limited pursuant to NCLT order dated 18^th October 2022 with appointed date as 1^st April 2022. The amalgamation brings in synergy of design/development capability with that of manufacturing capability on one platform for optimal utilization of resources and installed capacities.

Except for the above there have been no material changes and commitments, affecting the financial position of the company which occurred during and between the end of the financial year to which the financial statements relate and the date of this report.

Events subsequent to the date of financial statement

There are not major events subsequent to the date of financial statement

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There are no significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Internal financial control systems and their adequacy

The Company’s internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.

Subsidiary Companies

There are no subsidiary companies since the subsidiary Danlaw Electronics Assembly Limited has got merged with our company.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the data of the balance sheet.

Auditors

In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a period of five years from the conclusion of the 29th Annual General Meeting till the Annual General Meeting to be held in the calendar year 2027 Your Company has received confirmation from the said Auditor that their appointment is within the limits prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(1)(a) of Companies (Audit and Auditors) Rules, 2014.

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

Auditors’ report

There are no qualifications, reservations or adverse remarks made by M/s. CSVR & Associates, Chartered Accountants, and Statutory Auditors in their report for the Financial Year ended 31st March, 2023.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

Secretarial Auditors :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed .Mr B V Saravana Kumar, Company Secretary in Practice (CP No 11727) to conduct the Secretarial Audit of the Company and related records for the year ended 31st March 2023. The Secretarial Audit Report of the Company is annexed herewith as Annexure and forms an integral part of this report.

Secretarial Auditors’ Report

There are no qualifications, reservations or adverse remarks made by Mr B V Saravana Kuma, Practicing Company Secretary in their report for the financial year ended 31st March, 2023.

Internal Auditor

The Board on the recommendations of the Audit Committee has appointed M/s. Ramana Reddy & Associates, Chartered Accountants as internal auditors of the Company. The Internal Auditors are submitting the reports regularly.

Maintenance of cost records

Pursuant to Section 148(1) of the Companies Act, 2013 read with Rules of The Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records from the financial year 2023-24

Further, pursuant to Section 148(2) of the Companies Act, 2013 read with Rules of The Companies (Cost Records and Audit) Rules, 2014, the Cost records of your Company are required to be audited by a qualified Cost Accountant. Accordingly, the Board of Directors at their Meeting held on 8 August 2023, based on the recommendation of the Audit Committee, have appointed M/s. Sagar & Associates (Firm Registration No: 000118) as Cost Auditors of the Company, to carry out the Cost Audit for the financial years ending 31 March 2023 and 31 March 2024.

The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors.

Pursuant to Section 148(3) of the Companies Act, 2013 read with Rules of The Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their meeting held on 8 August 2023, based on the recommendation of Audit Committee, approved the remuneration of Cost Auditors. The resolution for ratification of remuneration of the Cost Auditors is proposed for approval of the Members at the ensuing AGM of the Company

Extract of the Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the www.danlawtechnologies.com

Conservation of energy and technology absorption

a) Conservation of energy

Your Company is engaged in the business of software and information technology and has no specific activities relating to conservation of energy and technology absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The Company has taken necessary measures wherever possible for the conservation of energy. However, your Company uses information technology extensively in its operations and also continues its endeavor to improve energy conservation and utilization, safety and environment.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D in the areas of emerging technologies.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

Foreign exchange earnings and outgo: The particulars of foreign exchange earnings and outgo are given below. Rs. In Lacs
	Particulars	2022-2023	2021-2022
	Earnings	422.47	891.35
	Outgo	5580.10	5208.89

Corporate social responsibility policy

The Company was not required to constitute Corporate Social Responsibility (CSR) Committee as the company has not met any of the thresholds mentioned in section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about the policy on Corporate Social Responsibility and initiative taken are not applicable to the company.

Directors and Key Managerial Personnel

1. Mr Raju S Dandu - Whole-time Director and Executive Chairman

2. Mr Naga Satyanarayana Sappata - Independent Director

3. Mr T Ravikumar - Independent Director

4. Mrs M Sridevi - Non Executive Non Independent Director

5. Mr Timothy Matthew Morris - Additional Director

6. Mr Muppanna Ankaiah Ashokkumar - Additional and Independent Director

7. Mr A V RK Varma - CFO

8. Mr Gaurav Padmawar - Company Secretary

All the Independent Directors of your Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Rules made there under and also as per applicable regulations of the SEBI (LODR) Regulations, 2015.

None of the Directors are disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.

Familiarization Programme For Independent Directors:

On appointment of an individual as Independent Director, the Company issues a formal Letter of Appointment to the concerned director, setting out in detail, the terms of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a formal familiarization program. The programme also provides awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget and control process of the Company.

Meeting of the Board of Directors

Six meetings of the board were held during the year. The Meetings were held on 30th May, 2022, 13thAugust 2022, 01^st September 2022, 14^th November, 2022, 23rd December 2022, 14th February and 2023 The maximum interval between any two meetings did not exceed 120 days. The meeting of Independent Directors held on 14^th February 2023.

Audit Committee

As on 31st March, 2023, the Audit Committee consists of three directors as its members, out of whom two are independent non-executive directors and one is Whole-time Director.

There were 4 (four) meetings held on 30th May 2022, 13th August 2022, 14th November 2022 and 14th February 2023 during the Financial Year 2022-23

Names of the members and the Chairman of the Committee as on 31st March, 2023:

Name	Category
Mr. Raju S Dandu	Executive Director
Mr. Naga Satyanarayana Sappata	Non-Executive - Independent Director
Mr. T Ravikumar	Non-Executive - Independent Director-Chairman

Necessary quorum was present in all meetings .Mr.T Ravikumar Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for Audit Committee under Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under section 178 of the Companies Act, 2013 read with the Regulation 19 of the SEBI Listing Regulations.

Tw0 meeting of the Nomination and Remuneration Committee was held during the year. The dates on which the said meetings were held on 23.12.2022 and 14.02.2023

Names of the members and the Chairman of the Committee as on 31st March, 2023 are given below

Name	Category
Mr. Naga Satyanarayana Sappata	Independent Non-executive - Chairman
Mr. M Sridevi	Non Independent Non-executive
Mr.Ravi Kumar Tamma	Independent Non-executive

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors meets the Criteria laid down under Section 178 of the Companies Act, 2013, read with the Regulation 20 of the SEBI Listing Regulations.

One meeting of the Stakeholders Relationship committee was held during the year. The dates on which the said meetings was held on 23.12.2022

M/s. NDML Database Management Ltd, the Registrars and Share Transfer Agents, maintains the share accounting package and upgrades the data on weekly basis, as per the information received from NSDL / CDSL

Names of the members and the Chairman of the Committee as on 31st March, 2023 are given below

Name	Category
Mr Raju S Dandu	Executive Director
Mr. Naga Satyanarayana Sappata -	Independent Non-executive
Mr.Ravi Kumar Tamma -	Independent Non-executive- Chairperson

Particulars of loans, guarantees or investments under section 186

In the Financial Year 2022-23, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangement with related parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

Managerial Remuneration

a. The ratio of remuneration of Whole Time Director to the median remuneration of the employees of the Company for the financial year: 4.11

b. No other directors are paid remuneration except sitting fees

c. The number of permanent employees on the rolls of the Company: 108

Particulars of Employees

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

Vigil Mechanism/ Whistle Blower Policy

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and in terms of regulation 22 of the SEBI Listing Regulation (URL: www.danlawtechnologies.com).

Obligation of Company under the Sexual Harassment of Women Workplace (Prevention,Prohibition and Redressal) Act, 2013

During the financial year 2022-2023, the Company has not received any complaint of sexual harassment against women employees of the Company.

Industry based disclosures as mandated by the respective laws governing the company

The Secretarial audit report for the financial year 2022-23 has briefed on compliance of industry-based disclosures and concerned laws governing the company.

CEO and CFO Certification

A Certificate from Chairman & Managing Director and Chief Financial Officer on the financial statements of the Company and on the matters which were required to be certified according to the Regulation 17(8) of the Listing Regulations, was placed before the Board and accordingly confirmed to the Board that to the best of their knowledge and belief, the financial statements and cash flow statements present a true and fair view of the Company’s affairs. CEO and CFO certification forms part of this report as

Managements Discussion and Analysis:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management’s discussion and analysis is set out in this Annual Report & marked as Annexure.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i) In the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies had been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2023 and of the Profit and Loss of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) Internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(vi) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Adequacy of Internal Financial Controls with Reference to the Financial Statements

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2022-23.

Secretarial Standards

Your Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing of Equity Shares

Your company shares are listed with the BSE Limited. The listing fee has been paid for the financial year 2023-2024.

Corporate Governance Report

As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the compliances with corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 are applicable to the Company only if it’s paid up Capital exceeds Rs. 10 Crores and if Networth is above Rs. 25 Crores.

The following are the Paid up Capital and Networth details as on 31st March 2022 of the Company In Lacs
S No.	Particulars	Amount as on 31.03.2022
1	Paid up Capital	370.75
2	Networth	2,257.31

In light of the above, Corporate Governance Report is not applicable to the Company during the period under review. Hence corporate governance report has not been enclosed to directors report.

Acknowledgement

Your Directors place on record their gratitude and appreciation for the continued cooperation and excellent support received from all the quarters.

Your Directors also wish to place on record their appreciation for the sincere contributions received from the employees of the Company in enabling it to achieve the performance during the year under review and the valuable co-operation and continuous support extended by the Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory authorities and other business associates.

---

Mar 31, 2018

To,

The Members,

The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along with the audited financial statements for the financial year ended March 31, 2018. Consolidated performance of the Company and its subsidiary has been referred to wherever required.

FINANCIAL RESULTS

Rs. in Lakhs

Particulars	2017-18			2016-17
	DTIL	WOS	Cons.	DTIL	WOS	Cons.
Net sales/Income from operations	1820.83	137.24	1958.07	1149.29	152.58	1301.87
Other Income	71.51	1.34	72.85	109.16	-	109.15
Total Income	1892.34	138.57	2030.91	1258.45	152.57	1411.02
Cost of materials	693.54	_	693.54	180.21	-	180.21
Employee’s Cost	772.78	88.49	861.27	707.93	93.26	801.09
Finance cost	0.63	-	0.63	2.31	-	2.31
Depreciation	18.75	-	18.75	19.25	-	19.25
Other Expenses	245.64	10.52	256.16	188.91	12.07	200.98
Total Expenses	1731.34	99.01	1830.35	1098.61	105.23	1203.84
Profit / (Loss) before tax	161.00	39.56	200.56	159.84	47.34	207.18
Current Tax	35.95	7.70	43.65	35.66	9.10	44.76
Deferred Taxes	13.33	-	13.33	319.69	-	319.69
Profit / (Loss) after tax	111.72	31.86	143.58	(195.51)	38.24	(157.27)
Paid up equity share capital	370.75	295.66	370.75	372.03	295.66	372.03
Reserves and Surplus (excl. revaluation reserve)	2015.59	222.81	2238.40	1908.24	196.58	2104.82
Earnings per share - Basic	3.01		3.87	(5.26)		(4.23)
Earnings per share - Diluted	3.01		3.86	(5.26)		(4.23)

Dividend

In view of requirement of funds for expansion / operations, the Board of Directors of your Company does not recommend any dividend for the financial year 2017-18.

Transfer to Reserve

Since there is no surplus in Profit and Loss account, there is no transfer to general reserve.

Company’s Performance (Stand Alone)

Revenue from operations has increased by about 58% to Rs.1820.83 lacs. The net Profit before Extraordinary items and Tax for the fiscal year is Rs.161.00 lacs as compared to a Profit of Rs.159.84 lacs in the previous year. Due to lapse of brought forward loss from earlier years the deferred tax asset has impacted with a reduction of Rs.319.69 lacs in the year 2016-17. Your management continued to control the costs without compromising the future delivery capacity.

The other income of Rs.71.51 lacs includes about Rs.56.17 lacs of interest income. The management continues to put efforts to collect all the receivables from our customers.

Change in the nature of business, if any

There is no change in the nature of business.

Events subsequent to the date of financial statement

The Company has acquired Titan TimeProducts Limited, Goa having the electronics assembly lines for a consideration of Rs.18.50 crores through share purchase agreement on 18th June, 2018. Thus Titan Timeproducts Ltd has become a 100% subsidiary and subsequently name changed to Danlaw Electronics Assembly Limited. The acquisition is to facilitate the need of the company to manufacture its electronic products utilizing the assembly lines and expertise of Titan Time Products Limited.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

No significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Internal financial control systems and their adequacy

Danlaw’s internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.

Subsidiary Companies

The Company has a wholly owned subsidiary in USA, Danlaw Technologies, Inc. Performance and financial position has been given above in the financial results.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the data of the balance sheet.

Auditors

In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a period of five years from the conclusion of the 24 th Annual General Meeting upto the conclusion of 29th Annual General Meeting. Your Company has received confirmation from the said Auditor that their appointment is within the limits prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(1)(a) of Companies (Audit and Auditors) Rules, 2014. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by the members at every AGM. Therefore, the Board of Directors recommend to the Members for ratification accordingly.

Auditors’ report and secretarial auditors’ report

The auditors’ report and secretarial auditors’ report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

Extract of the Annual Return

The extract of the annual return in Form No. MGT - 9 is annexed and shall form part of the Board’s Report.

Conservation of energy and technology absorption a) Conservation of energy

Your Company is engaged in the business of software and information technology and has no specific activities relating to conservation of energy and technology absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The Company has taken necessary measures wherever possible for the conservation of energy. However, your Company uses information technology extensively in its operations and also continues its endeavor to improve energy conservation and utilization, safety and environment.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

Foreign exchange earnings and outgo:

The particulars of foreign exchange earnings and outgo are given below.

Corporate social responsibility policy

Not applicable

Directors and Key Managerial Personnel

1. Mr. Raju S Dandu -- Chairman and Managing Director(KMP)

2. Mr. M A Ashok Kumar -- Independent Director

3. Mr. Naga Satyanarayana Sappata -- Independent Director

4. Mr. T .Ravi Kumar -- Independent Director

5. Mr. N Praveen Kumar -- Independent Director

6. Mrs. P.Sundaramma -- Independent Director

7. Mr. AVRK Varma -- Chief Financial Officer (KMP)

8. Mrs. V .Padmaja -- Company Secretary (KMP)

Key managerial personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 (the Act) read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company has complied with the provisions by appointing CS, CFO with effect from 28 th May,2014.

Meeting of the Board of Directors

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Clause 49 of the Listing Agreements (“Clause 49”). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Audit Committee

Four meetings of the committee were held during the year. For details of the meetings of the committee, please refer to the corporate governance report, which forms part of this report.

Nominations and Remuneration Committee

Please refer to the corporate governance report, which forms part of this report.

Particulars of loans, guarantees or investments under section 186

In the Financial Year 2017-18, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangement with related parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

Managerial Remuneration

a. The ratio of remuneration of Managing Director to the median remuneration of the employees of the Company for the financial year: 4.90

b. No other directors are paid remuneration except sitting fees

c. There is no increase in the remuneration of MD in the financial year.

d. The number of permanent employees on the rolls of the Company: 104

Particulars of employees

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with compliance certificate of practicing company secretary thereon and management discussion and analysis are attached, which form part of this report

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.danlawtechnologies.com).

Disclosure about cost audit

Not applicable to the Company

Industry based disclosures as mandated by the respective laws governing the company

The Secretarial audit report for the financial year 2017-18 has briefed on compliance of industry based disclosures and concerned laws governing the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude and appreciation for the continued cooperation and excellent support received from all the quarters.

Your Directors also wish to place on record their appreciation for the sincere contributions received from the employees of the Company in enabling it to achieve the performance during the year under review and the valuable co-operation and continuous support extended by the Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory authorities and other business associates.

By order of the Board

For Danlaw Technologies India Ltd.

Raju S Dandu

Place : Hyderabad Chairman & Managing Director

Date : May 30, 2018 (DIN : 00073484)

---

Mar 31, 2015

To,

The Members,

The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along with the audited financial statements for the financial year ended March 31, 2015. Consolidated performance of the Company and its subsidiary has been referred to wherever required.

FINANCIAL RESULTS

Rs. in Lakhs

2014-15 2013-14

Particulars DTIL WOS Cons. DTIL WOS Cons.

Net sales/ Income from operations 874.07 262.30 1136.37 833.55 434.44 1267.99

Other Income 120.63 - 120.63 122.23 - 122.23

Total Income 994.70 262.30 1257.00 955.78 434.44 1390.22

Cost of materials 135.72 - 135.72 178.92 4.72 183.64

Employee's Cost 543.76 167.71 711.47 504.42 194.81 699.23

Finance cost - - - 0.35 - 0.35

Depreciation 26,49 - 26.49 22.60 0.30 22.90

Other Expenses 171.04 13.85 184.89 188.60 29.11 217.71

Total Expenses 877.01 80.74 198.43 894.89 228.94 1123.83

Profit / (Loss) before tax 117.69 80.74 198.43 60.89 205.50 266.39

Exceptional Items - 65.94 65.94 - - -

Profit before extraordinary items and tax 117.69 146.68 264.37 60.89 205.50 266.39

Current Tax 25.87 6.32 32.19 1.53 8.67 10.20

Deferred Taxes (2.32) 46.43 44.11 19.01 68.23 87.24

Profit/(Loss) after tax 94.14 93.93 188.07 40.35 128.60 168.95

Paid up equity share capital 372.03 295.66 372.03 372.03 295.66 372.03

Reserves and Surplus (excl. revaluation reserve) 1919.32 95.32 2014.64 1871.03 (14.60) 1856.43

Earnings per share 2.53 - 5.06 1.08 - 4.54

DIVIDEND

In view of requirement of funds for expansion / operations, the Board of Directors of your Company does not recommend any dividend for the financial year 2014-15.

TRANSFER TO RESERVE

Since there is no surplus in Profit and Loss account, there is no transfer to general reserve.

COMPANY'S PERFORMANCE (STAND ALONE)

Revenue from operations has increased by about 5% to Rs.874.07 lacs. The net Profit before Extraordinary items and Tax for the fiscal year is Rs.117.69 lacs as compared to a Profit of Rs.60.89 lacs in the previous year. Profit after Extraordinary items and tax for the fiscal year is Rs.94.14 lacs as compared to a Profit of Rs.40.35 lacs in the previous year. Your management continued to control the costs without compromising the future delivery capacity.

The other income of Rs.120.63 lacs includes about Rs.109.87 lacs of interest income, Rs.8.69 lacs of exchange gain and Rs.2.07 lacs of profit on sale of assets. The management continues to put efforts to collect all the receivables from our customers.

Change in the nature of business, if any

There is no change in the nature of business.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT

There are no material changes occurred subsequent to the close of financial year of the company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Danlaw's internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.

SUBSIDIARY COMPANIES

The Company has a wholly owned subsidiary in USA, Danlaw Technologies, Inc. Performance and financial position has been given above in the financial results. Effective April 15, 2014, the Company sold education billing services division for a consideration of $ 110,356 and the same was realized during the financial year.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the data of the balance sheet.

AUDITORS

In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a period of three years from the conclusion of the 21st Annual General Meeting upto the conclusion of 24th Annual General Meeting. Your Company has received conf irmationf rom the said Auditor that their appointment is within the limits prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(1) (a) of Companies (Audit and Auditors) Rules, 2014. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by the members at every ATG. Therefore, the Board of Directors recommend to the Members for ratification accordingly.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 is annexed and shall form part of the Board's Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

a) Conservation of energy

Your Company is engaged in the business of software and information technology and has no specific activities relating to conservation of energy and technology absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The Company has taken necessary measures wherever possible for the conservation of energy. However, your Company uses information technology extensively in its operations and also continues its endeavor to improve energy conservation and utilization, safety and environment.

b) Research & Development and Technology Absorption:

(i) R&D: Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

Corporate social responsibility policy

Not applicable

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Mr. Raju S Dandu - Chairman and Managing Director(KMP)

2. Mr.MAAshokKumar - Independent Director

3. Mr.NagaSatyanarayanaSappata - Independent Director

4. Mr. T.Ravi Kumar - Independent Director

5. Mr. NPraveen Kumar - Independent Director

6. Mrs.P.Sundaramma - Additional Director

7. Mr. AVRK Varma - Chief Financial Officer (KMP)

8. Mrs.V.Padmaja - Company Secretary (KMP)

Pursuant to the provisions of Section 149 of the Act, Mr. MA Ashok Kumar, Mr. Naga Satyanarayana Sappata, Mr. T Ravi Kumar, Mr. N Praveen Kumar were appointed as independent directors at the annual general meeting of the Company held on September 30,2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent directors during the year.

Further, during the financial year under review the following Appointment, Re-appointment, Change in Designation, Resignation of Directors have occurred:

1) Mrs. Sundaramma Patibandla was appointed as Additional Director on the Board of the Company with effect from 25th March, 2015 to comply with the second proviso of Section 149(1) of the Companies Act, 2013 relating to the mandatory appointment of woman director on board of a listed company. The resolution seeking approval of the Members for the appointment of Mrs. Sundaramma P has been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about her. The Company has received a notice under Section 160 of the Act along with requisite deposit proposing the appointment of Mrs. Sundaramma P.

2) Mr. Raju S Dandu was appointed as Managing Director for 5 years effective 1st April 2011. Since he is the only non-independent director and to comply with Section 152 of the Companies Act, 2013 he is to be treated as Director for the purpose of retirement by rotation. The resolution seeking approval of members for the re- appointment of Mr. Raju S Dandu as Director who retires by rotation is incorporated in the notice of the forthcoming annual general meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 (the Act) read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company has complied with the provisions by appointing CS, CFO with effect from 28th May,2014.

MEETING OF THE BOARD OF DIRECTORS

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, whichf orms part of this report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

AUDIT COMMITTEE

Four meetings of the committee were held during the year. For details of the meetings of the committee, please refer to the corporate governance report, whichf orms part of this report.

NOMINATIONS AND REMUNERATION COMMITTEE

Please refer to the corporate governance report, whichforms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

In the Financial Year 2014-15, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.

MANAGERIAL REMUNERATION

a. The ratio of remuneration of Managing Director to the median remuneration of the employees of the Company for the financial year: 2.70

b. No other directors are paid remuneration except sitting fees

c. There is no increase in the remuneration of MD, CFO or CS in the financial year.

d. The number of permanent employees on the rolls of the Company: 97

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with compliance certificate of practicing company secretary thereon and management discussion and analysis are attached, which form part of this report

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.danlawtechnologies.com).

Disclosure about cost audit

Not applicable to the Company

Industry based disclosures as mandated by the respective laws governingthe company

The Secretarial audit report for the financial year 2014-15 has briefed on compliance of industry based disclosures and concerned laws governing the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during thefinancial year2014-15.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude and appreciation for the continued cooperation and excellent support received from all the quarters.

Your Directors also wish to place on record their appreciation for the sincere contributions received from the employees of the Company in enabling it to achieve the performance during the year under review and the valuable co-operation and continuous support extended by the Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory authorities and other business associates.

Place : Hyderabad By order of the Board

Date : July 25,2015 For Danlaw Technologies India Ltd.

Raju S Dandu

Chairman & Managing Director

(DIN : 00073484)

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 21st Annual Report and the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL PERFORMANCE

Key aspects of your Company''s financial performance for the year 2013-14 are tabulated below:

Rs. in Lakhs

Particulars 2013-14 2012-13 DTIL wos Cons. DTIL WOS Cons.

Net sales/Income 833.55 434.44 1267.99 869.99 363.04 1233.03 from operations

Other Income 122.23 _ 122.23 113.37 _ 113.37

Total Income 955.78 434.44 1390.22 983.36 363.04 1346.40

Cost of materials 178.92 4.72 183.64 162.29 _ 162.29

Employee''s Cost 504.42 194.81 699.23 444.74 209.05 653.79

Finance cost 0.35 - 0.35 0.06 - 0.06

Depreciation 22.60 0.30 22.90 17.55 0.53 18.08

Other Expenses 188.60 29.11 217.71 173.26 19.50 192.76

Total Expenses 894.89 228.94 1123.83 797.90 229.08 1026.98

Profit / (Loss) 60.89 205.50 266.39 185.46 133.96 319.42 before tax

Exceptional Items - - - - 111.07 111.07

Profit before 60.89 205.50 266.39 185.46 22.89 208.35 extraordinary items and tax

Current Tax 1.53 8.67 10.20 - 4.98 4.98

Deferred Taxes 19.01 68.23 87.24 59.76 6.61 66.37

Profit / (Loss) 40.35 128.60 168.95 125.70 11.30 137.00 after tax

Paid up equity 372.03 295.66 372.03 372.03 295.66 372.03 share capital

Reserves and 1871.03 (14.60) 1856.43 1830.68(153.80) 1676.88 Surplus (excl. revaluation reserve)

Earnings per share 1.08 4.54 3.38 3.68

Revenue from operations has increased by about 3% to Rs.1,267.98 lacs. The net Profit before exceptional items and Tax for the fiscal year is Rs.266.39 lacs as compared to a Profit of Rs208.35 lacs in the previous year. Profit after exceptional items and tax for the fiscal year is Rs.168.95 lacs as compared to a Profit of Rs.137.00 lacs in the previous year.

In spite of the wage pressures in the market, your management continued to control the costs without compromising the future delivery capacity. This has resulted in Net Profit (before tax) of about Rs.266.39 lacs as compared to Rs.208.35 lacs in the previous financial year.

The other income of approximately Rs.122 lacs includes about Rs.21 lacs of exchange gain and about Rs.100 lacs of interest income. The management continues to put efforts to collect all the receivables from our customers.

CORPORATE GOVERNANCE

The Corporate governance practices are described separately in page no.7 of this Annual Report. We have obtained a certificate from the Practicing Company Secretary as to the compliance of the provisions of the relevant clauses of the Listing Agreement. This certificate is given in page no.11.

EMPLOYEE PARTICULARS

No employee of the Company falls within the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted or invited any deposits and consequently no deposit has matured / become due for repayment as on 31st March 2014.

WHOLLY OWNED SUBSIDIARY

The Company has a wholly owned subsidiary in USA, Danlaw Technologies Inc. The financial statements of the said Company have been attached herewith for complying with the provisions of Section 212 of the Companies Act, 1956.

Effective April 15,2014, the company sold its educational billing services division. The sales agreement for USD 90,000 provides for a down payment of USD 50,000 and the balance of USD 40,000 is payable on July 1, 2014 provided the company completes certain transition obligations to the purchaser. The agreement also provides for contingent consideration of USD 25,000 based on the retention of certain customers.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A management discussion and analysis report, pursuant to clause 49 of the listing agreement forms part of this report and is annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

a) In the preparation of annual accounts for the year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to any material departures.

b) Such accounting policies as mentioned in schedule of the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2014 and of the profit and loss of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the financial year 2013-2014 have been prepared on a going concern basis.

DIRECTORS

Mr. M.A. Ashok Kumar retires by rotation at the ensuing general meeting and is proposed to be re-appointed. In compliance with the provisions of Section 149 of the Companies Act, 2013 and the rules, circulars thereof, Mr. N.S. Sappata, Mr. K.N. Praveen Kumar and Mr. T. Ravi Kumar who are appointed as independent directors prior to 1st April 2014 are proposed to be re-appointed as independent directors for a term of five consecutive years at the ensuing general meeting. AUDITORS

M/s.Ramana Reddy & Associates Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing annual general meeting. They have expressed their willingness to accept reappointment.

M/s. Ramana Reddy & Associates Chartered Accountants have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules thereunder for a term from the conclusion of this AGM to 24th AGM of the company subject to ratification of the appointment by members at every AGM held after this AGM.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217(l)(e) OF THE COMPANIES ACT, 1956

a) Conservation of Energy:

The Company is engaged in the business of Software and Information Technology. The activity of the Company does not require huge energy/power. The Company is monitoring the consumption of energy and is identifying measures for saving energy. During the year the Company has taken adequate measures to use energy efficiently and reduce avoidable energy consumption.

b) Research & Development and Technology Absorption:

(I) R & D: Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

APPRECIATION & ACKNOWLEDGMENTS

Your Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, bankers, auditors, registrar and transfer agents and all others associated with the Company for their support and cooperation extended to the Company from time to time.

Your Directors express gratitude to the shareholders of the Company for the confidence reposed in the management. Your directors are also pleased to record their appreciation of the dedicated and sincere services of the employees of the Company.

By Order of the Board for Danlaw Technologies India Ltd.

Raju S Dandu Chairman & Managing Director DIN: 00073484

Hyderabad July 21,2014

---

Mar 31, 2013

To, The Members,

The Directors take pleasure in presenting the 20th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

Key aspects of your Company''s financial performance for the year 2012-13 are tabulated below:

Rs. in Lakhs 2012-13 2011-12

Particulars DTIL WOS Cons. DTIL WOS Cons.

Net sales/Income from operations 869.99 363.04 1233.03 690.82 226.85 917.67

Other Income 113.37 - 113.37 93.75 - 93.75

Total Income 983.36 363.04 1346.40 784.57 226.85 1011.42

Cost of materials 162.29 - 162.29 170.79 0.02 170.81

Employee''s Cost 444.74 209.05 653.79 432.24 152.11 584.35

Finance cost 0.06 - 0.06 8.66 - 8.66

Depreciation 17.55 0.53 18.08 16.59 1.09 17.68

Other Expenses 173.26 24.48 197.74 172.07 24.07 196.14

Total Expenses 797.90 234.06 1031.96 800.35 177.29 977.64

Profit / (Loss) before tax 185.46 128.98 314.44 (15.78) 49.56 33.78

Exceptional Items - 111.07 111.07 - - -

Profit before extraordinary items and tax 185.46 17.91 203.37 (15.78) 49.56 33.78

Deferred Taxes (59.76) (6.61) (66.37) (9.56) 22.25 12.69

Profit / (Loss) after tax 125.70 11.30 137.00 (25.34) 71.81 46.47

Paid up equity share capital 372.03 295.66 372.03 372.03 295.66 372.03

Reserves and Surplus (excl. revaluation reserve) 1830.68(153.80) 1676.88 1704.98(172.83) 1532.15

Earnings per share 3.38 - 3.68 (0.68) - 1.25

Revenue from operations has increased by about 35% to Rs.1,233 lacs. The net Profit before exceptional items and Tax for the fiscal year is Rs.314.44 lacs as compared to a Profit of Rs.33.78 in the previous year. During the current year an amount of Rs.111.07 lacs was recognized as impairment loss for goodwill due to declining revenue and losses incurred by the billing services division of the subsidiary. Profit after exceptional items and tax for the fiscal year is Rs.137 lacs as compared to a Profit of Rs.46.47 lacs in the previous year.

In spite of the wage pressures in the market, your management continued to control the costs without compromising the future delivery capacity. This has resulted in Net Profit (before tax) of about Rs.314.44 lacs as compared to Rs.33.78 lacs in the previous financial year.

The other income of approximately Rs.133 lacs includes about Rs.23 lacs of exchange gain and about Rs.90 lacs of interest income. The management continues to put efforts to collect all the receivables from our customers.

CORPORATE GOVERNANCE

The Corporate governance practices are described separately in page no.8 of this Annual Report. We have obtained a certification from the Practicing Company Secretary as to the compliance of the provisions of the relevant clauses of the Listing Agreement. This certificate is given in page no.13.

EMPLOYEE PARTICULARS

No employee of the Company falls within the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted or invited any deposits and consequently no deposit has matured / become due for repayment as on 31st March 2013.

WHOLLY OWNED SUBSIDIARY

The Company has a wholly owned subsidiary in USA, Danlaw Technologies Inc. The financial statements of the said Company have been attached herewith for complying with the provisions of Section 212 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A management discussion and analysis report, pursuant to clause 49 of the listing agreement forms part of this report and is annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

a) In the preparation of annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to any material departures.

b) Such accounting policies as mentioned in schedule of the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2013 and of the profit and loss of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the financial year 2012-2013 have been prepared on a going concern basis.

DIRECTORS

Mr. Naga Satyannaryana Sappta retires by rotation at the ensuing general meeting and is proposed to be re- appointed.

AUDITORS

M/s. Ramana Reddy & Associates Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing annual general meeting. They have expressed their willingness to accept re- appointment.

M/s. Ramana Reddy & Associates Chartered Accountants have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217 (1)(e) OF THE COMPANIES ACT, 1956

a) Conservation of Energy:

The Company is engaged in the business of Software and Information Technology. The activity of the Company does not require huge energy/power. The Company is monitoring the consumption of energy and is identifying measures for saving energy. During the year the Company has taken adequate measures to use energy efficiently and reduce avoidable energy consumption.

b) Research & Development and Technology Absorption:

(I) R & D: Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

c) Foreign Exchange Earnings and Outgo:

The particulars of foreign exchange earnings and outgo are given below:

Particulars 2012-2013 2011-2012 INR INR

Earnings 5,92,26,900 3,95,66,651

Outgo 80,24,398 59,66,385

APPRECIATION & ACKNOWLEDGMENTS

Your Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, bankers, auditors, registrar and transfer agents and all others associated with the Company for their support and co- operation extended to the Company from time to time.

Your Directors express gratitude to the shareholders of the Company for the confidence reposed in the management. Your directors are also pleased to record their appreciation of the dedicated and sincere services of the employees of the Company.



By Order of the Board for Danlaw Technologies India Ltd.

Hyderabad Raju S Dandu May 11,2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors take pleasure in presenting the 19th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL PERFORMANCE

Key aspects of your Company's financial performance for the year 2011-12 are tabulated below:

Rs. in Lakhs

Particulars 2011 - 12 2010 - 11

DTIL WOS CONS. DTIL WOS CONS.

Net sales/Income from operations 690.82 226.84 917.66 646.59 129.73 776.32

Other Income 93.75 - 93.75 79.56 - 79.56 Total Income 784.57 226.84 1011.41 726.15 129.73 855.88

Cost of materials 170.79 0.02 170.81 168.03 - 168.03

Employee's Cost 443.93 152.11 596.04 401.46 81.54 483.00

Finance cost 8.66 - 8.66 21.39 - 21.39

Depreciation 16.59 1.09 17.68 15.51 1.89 17.40

Other Expenses 160.38 24.06 184.44 125.21 33.17 158.38

Total Expenses 800.35 177.28 977.63 731.60 116.60 848.20

Profit / (Loss) before tax (15.78) 49.56 33.78 (5.45) 13.13 7.68

Deferred Taxes (9.56) 22.25 12.69 (23.70) (2.30) (26.00)

Profit / (Loss) after tax (25.34) 71.81 46.47 (29.15) 10.83 (18.32)

Paid up equity share capital 372.03 295.66 372.03 372.03 295.66 372.03

Reserves and Surplus (excl. revaluation reserve) 1704.98 172.83 1532.15 1730.32 221.44 1508.88

Earnings per share (0.68) 1.25 (0.78) (0.49)

Revenue from operations has increased by about 18% to Rs.918 lacs. The net Profit after Tax for the fiscal year is Rs.46.47 lacs as compared to a loss of Rs.18.32 lacs in the previous year.

In spite of the wage pressures in the market, your management continued to control the costs without compromising the future delivery capacity. This has resulted in Net Profit (before tax) of about Rs.33.78 lacs as compared to Rs.7.68 lacs in the previous financial year.

The other income of approximately 94 lacs includes about 39 lacs of exchange gain. The management continues to put efforts to collect all the receivables from our customers.

CORPORATE GOVERNANCE

The Corporate governance practices are described separately in page no.10 of this Annual Report. We have obtained a certification from the statutory auditor of the Company as to the compliance of the provisions of the relevant clauses of the Listing Agreement. This certificate is given in page no.18.

EMPLOYEE PARTICULARS

No employee of the Company falls within the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted or invited any deposits and consequently no deposit has matured / become due for repayment as on 31st March 2012.

WHOLLY OWNED SUBSIDIARY

The Company has a wholly owned subsidiary in USA, Danlaw Technologies Inc. The financial statements of the said Company have been attached herewith for complying with the provisions of Section 212 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A management discussion and analysis report, pursuant to clause 49 of the listing agreement forms part of this report and is annexed hereto.



DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

a) In the preparation of annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to any material departures.

b) Such accounting policies as mentioned in schedule of the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2012 and of the profit and loss of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the financial year 2011-2012 have been prepared on a going concern basis.

DIRECTORS

Mr. K.N. Praveen Kumar retires by rotation at the ensuing general meeting and is proposed to be re appointed.

Mr. Ravi Kumar Tamma has been appointed as Independent Non-Executive Additional Director w.e.f. 25-6- 2012.

Mr. Prakash S. Kanjale resigned as Director w.e.f. 25-6-2012. The Board accepted his resignation with sincere thanks for his contributions to the organization during his tenure.

AUDITORS

M/s. Ramana Reddy & Associates Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing annual general meeting. They have expressed their willingness to accept re- appointment.

M/s. Ramana Reddy & Associates Chartered Accountants have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217 (1)(e) OF THE COMPANIES ACT, 1956 a) Conservation of Energy:

The Company is engaged in the business of Software and Information Technology. The activity of the Company does not require huge energy/power. The Company is monitoring the consumption of energy and is identifying measures for saving energy. During the year the Company has taken adequate measures to use energy efficiently and reduce avoidable energy consumption.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

(iii) Foreign Exchange Earnings and Outgo: The particulars of foreign exchange earnings and outgo are given below:

Particulars 2011-2012 2010-2011 INR INR

Earnings 8,04,39,617 4,15,26,563

Outgo 59,66,385 1,04,09,333

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, bankers, auditors, registrar and transfer agents and all others associated with the Company for their support and co-operation extended to the Company from time to time. Your Directors express gratitude to the shareholders of the Company for the confidence reposed in the management. Your directors are also pleased to record their appreciation of the dedicated and sincere services of the employees of the Company.

By Order of the Board

for Danlaw Technologies India Ltd.

Hyderabad Raju S Dandu

June 25, 2012 Chairman & Managing Director

---

Mar 31, 2011

The Members,

The Directors take pleasure in presenting the 18th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL PERFORMANCE

Key aspects of your Company's financial performance for the year 2010-11 are tabulated below:

Rs. in Lakhs

2010-11

Particulars DTIL WOS Cons.

Net sales/Income from operations 646.59 129.73 776.32

Other Income 79.56 - 79.56

Total Income 726.15 129.73 855.88

Direct cost 470.45 93.97 564.42

Gross Profit / (Loos) 255.70 35.76 291.46

Selling expenses 52.03 2.68 54.71

General & Admin expenses 172.22 18.07 190.29

Profit /(Loss) before Interest, Depreciation and Tax 31.45 15.01 46.46

Interest 21.39 - 21.39

Depreciation 51.89 - 17.40

Exceptional Items - - -

Extraordinary Items - - -

Net Profit / (Loss) before tax (5.45) 13.12 7.67

Income tax - - -

Deferred taxes (23.70) (2.30) (26.00)

Profit / (Loss) after tax (29.15) 10.83 (18.32)

Paid up equity share capital 372.03 295.66 372.03

Reserves and Surplus (excl. revaluation reserve) 1730.32 (221.44) 1508.88

Earnings per share (0.78) (0.49)



Particulars 2009-10 DTIL WOS Cons.

Net sales/Income from operations 453.74 162.97 616.71

Other Income 77.42 - 77.42

Total Income 531.16 162.97 694.13

Direct cost 349.04 116.67 465.71

Gross Profit / (Loos) 182.12 46.30 228.42

Selling expenses 48.59 2.35 50.94

General & Admin expenses 147.47 25.17 172.64

Profit /(Loss) before Interest, Depreciation and Tax (13.94) 18.78 4.84

Interest 22.43 - 22.43

Depreciation 15.63 2.33 17.96

Exceptional Items - - -

Extraordinary Items - - -

Net Profit / (Loss) before tax (52.00) 16.45 (35.55)

Income tex - - -

Deferred taxes (14.29) 4.72 (9.57)

Profit / (Loss) after tax (37.71) 11.73 (25.98)

Paid up equity share capital 372.03 295.66 372.03

Reserves and Surplus (excl. revaluation reserve 1759.47 (213.96) 1545.51

Earnings per share (1.01) - (0.70)

The net income from operations has increased by about 26% to 776 lacs. Similarly the Gross Profit has increased to 291 lacs which is an increase of about 28% over last year. In spite of the wage pressures in the market, your management continued to control the costs without compromising the future delivery capacity. This has resulted in Net Profit (before tax) of about 8 lacs as compared to a loss of 36 lacs in the previous financial year.

The other income of approximately 80 lacs includes about 33 lacs of exchange gain. The management continues to put efforts to collect all the receivables from our customers. Because of these efforts, we have been able to limit the write off to Rs. 8,329 as bad debts.

CORPORATE GOVERNANCE

The Corporate governance practices are described separately in page no.11 of this Annual Report. We have obtained a certification from the statutory auditor of the Company as to the compliance of the provisions of the relevant clauses of the Listing Agreement. This certificate is given in page no.19.

EMPLOYEE PARTICULARS

No employee of the Company falls within the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted or invited any deposits and consequently no deposit has matured / become due for repayment as on 31st March 2011.

WHOLLY OWNED SUBSIDIARY

The Company has a wholly owned subsidiary in USA, Danlaw Technologies Inc. The financial statements of the said Company have been attached herewith for complying with the provisions of Section 212 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A management discussion and analysis report, pursuant to clause 49 of the listing agreement forms part of this report and is annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

a) In the preparation of annual accounts for the year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to any material departures.

b) Such accounting policies as mentioned in schedule of the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2011and of the profit and loss of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the financial year 2010-2011 have been prepared on a going concern basis.

AUDITORS

M/s. Ramana Reddy & Associates (formerly know as M/s. A.M Reddy & Co) Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing annual general meeting. They have expressed their willingness to accept re- appointment.

M/s. Ramana Reddy & Associates (formerly know as M/s. A.M Reddy & Co) Chartered Accountants have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217 (1)(e) OF THE COMPANIES ACT, 1956

a) Conservation of Energy:

The Company is engaged in the business of Software and Information Technology. The activity of the Company does not require huge energy/power. The Company is monitoring the consumption of energy and is identifying measures for saving energy. During the year the Company has taken adequate measures to use energy efficiently and reduce avoidable energy consumption.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, bankers, auditors, registrar and transfer agents and all others associated with the Company for their support and co- operation extended to the Company from time to time.

Your Directors express gratitude to the shareholders of the Company for the confidence reposed in the management. Your directors are also pleased to record their appreciation of the dedicated and sincere services of the employees of the Company

By Order of the Board For Danlaw Technologies India Ltd.

Raju S Dandu Chairman & Managing Director

Hyderabad July 20, 2011

---

Mar 31, 2010

The Directors take pleasure in presenting the 17th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL PERFORMANCE

Key aspects of your Companys financial performance for the year 2009-10 are tabulated below:

Rs, in Lakhs

2009-10 2008-09 Particulars DTIL WOS Cons. DTIL WOS Cons.

Net sales/Income from operations 453.74 162.97 616.71 568.58 117.36 703.94

Other Income 77.42 - 77.42 64.38 - 64.38

Total Income 531.16 162.97 694.13 650.96 117.36 768.32

Direct cost 349.04 116.67 465.71 541.35 106.70 648.05

Gross Profit 182.12 46.30 228.42 109.61 10.66 120.27

Selling expenses 48.59 2.35 50.94 57.03 14.54 71.56

General & Admin expenses 147.47 25.17 172.64 189.95 18.18 208.14

Profit/(Loss) before Interest, Depreciation and Tax (13.94) 18.78 4.84 (137.37) (22.06) (159.43)

Interest 22.43 - 22.43 9.33 - 9.33

Depreciation 15.63 2.33 17.96 24.59 1.78 26.37

Exceptional Items - - - 1044.75 108.55 1153.30

Extraordinary Items - - - 20.62 - 20.62

Net Profit / (Loss) before tax (52.00) 16.45 (35.55)(1236.66) (132.39) (1369.05)

Income tax - - - 52.14 - 52.14

Deferred taxes (14.29) 4.72 (9.56) (287.92) (48.72) (336.64)

Profit / (Loss) after tax (37.71) 11.73 (25.99)(1000.88) (83.67) (1084.55)

Paid up equity share capital 372.03 295.66 372.03 372.03 295.66 372.03

Reserves and Surplus (excl. revaluation reserve) 1759.47 (213.96) 1545.51 1795.18 (116.61) 1678.57

Earnings per share (1.01) - (0.70) (26.90) - (29.15)



The Gross Profit for the year has increased to Rs. 228 lacs (37%) as compared to Rs. 120 lacs (17%) last year, even though the total sales of the Company have come down by 12%. This is made possible because of the cost control measures implemented by the management. The direct Cost of Sales has been reduced by 16%. The General & Administration (G&A) costs relative to the sales have also come down significantly. The overall profit from operations has increased to Rs. 5 lacs as compared to a loss of Rs. 159 lacs last year.

The increase in other income is mainly on account of exchange gain. An amount of Rs. 2.32 lacs was written off as bad debt from domestic debtors. Your management has made every single effort possible to collect these receivables without success.

CORPORATE GOVERNANCE

The Corporate governance practices are described separately in page no.10 of this Annual Report. We have obtained a certification from the statutory auditor of the Company as to the compliance of the provisions of the relevant clauses of the Listing Agreement. This certificate is given in page no.15.

EMPLOYEE PARTICULARS

No employee of the Company falls within the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

FIXED DEPOSITS

The Company has not accepted or invited any deposits and consequently no deposit has matured / become due for repayment as on 31st March 2010.

WHOLLY OWNED SUBSIDIARY

The Company has a wholly owned subsidiary in USA, Danlaw Technologies Inc. The financial statements of the said Company have been attached herewith for complying with the provisions of Section 212 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A management discussion and analysis report, pursuant to clause 49 of the listing agreement forms part of this report and is annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the

Company confirms that:

a) In the preparation of annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to any material departures.

b) Such accounting policies as mentioned in schedule of the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31 st March 2010 and of the profit and loss of the Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual accounts for the financial year 2009-2010 have been prepared on a going concern basis.

AUDITORS

M/ s. A.M. Reddy & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing annual general meeting. They have expressed their willingness to accept re- appointment.

M/s. A.M. Reddy & Co., Chartered Accountants have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217 (l)(e) OF THE COMPANIES ACT, 1956

a) Conservation of Energy:

The Company is engaged in the business of Software and Information Technology. The activity of the Company does not require huge energy/power. The Company is monitoring the consumption of energy and is identifying measures for saving energy. During the year the Company has taken adequate measures to use energy efficiently and reduce avoidable energy consumption.

b) Research & Development and Technology Absorption:

(i) R&D. Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.

(ii) Technology Absorption. Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

(iii) Foreign Exchange Earnings and Outgo: The particulars of foreign exchange earnings and outgo are given below:

Particulars 2009-2010 2008-2009 INR INR

Earnings 1,66,41,312 86,01,894

Outgo 55,68,919 75,58,167



APPRECIATION & ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, bankers, auditors, registrar and transfer agents and all others associated with the Company for their support and co operation extended to the Company from time to time.

Your Directors express gratitude to the shareholders of the Company for the confidence reposed in the management. Your directors are also pleased to record their appreciation of the dedicated and sincere services of the employees of the Company

By Order of the Board

For Danlaw Technologies India Ltd.



Hyderabad Raju S Dandu

May 22, 2010 Chairman & Managing Director