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)

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

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:

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

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

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)