Danlaw Technologies India Ltd Management Discussions.

Overview

The financial statements have been prepared in compliance with accounting standards IND AS. The financial statements for Danlaw Technologies Inc. (our US subsidiary) have been prepared in compliance with US GAAP. Our Management accepts full responsibility for the integrity of these financial statements.

Commercial Vehicle Telematics Market Outlook in India The Frost & Sullivan analysis highlights the following:

The installation of vehicle tracking systems was a priority during the 11th Five-Year plan. Several pilot projects have been initiated to track the movement of vehicles transporting Targeted Public Distribution System (TPDS) commodities.

The concentration of telematics users is high in large fleet owners having tie ups with companies in the manufacturing segment.

The rising number of collaborations between truck manufactures and aftermarket telematics vendors will help fuel the growth in the CV Telematics segment.

Vehicle telematics is gaining popularity mainly due to its advantages such as safety, information, navigation and remote diagnostics.

Globally, the vehicle telematics market is expected to grow from $39 Billion to about $103 Billion by 2022. In that time frame APAC, which includes India, is expected to grow to be the leading contributor to the CV telematics market. (Courtesy Roland Berger report)

Commercial Vehicle telematics market is expected to grow at 25% per annum.

Opportunities and Threats

Opportunities

Telematics ecosystem will involve diversified competencies...

Manufacturing of hardware

Distribution Connected Vehicle devices

Connectivity Hardware

Connectivity Services

Data Analytics and knowledge generation

Creation of applications and software.

The changing ecosystem will also lead to new alliances, roles and underlying principles.

The auto insurance groups can team up with telematics providers to get access to driver data. Hardware companies become analytics provider.

The opportunities for Indian telematics providers...

Connectivity solutions

Driver assistance and related services

IT services including Cyber security

The hardware is a fast-growing segment within telematics market with 21% CAGR till 2022. Services is the fastest growing with 25% CAGR till 2022.

Threats, Risks and Concerns

The Indian telematics industry is highly competitive. The competitive environment is further expected to intensify with increasing product extensions, more advanced offerings, technological innovations and Mergers & Acquisitions.

To remain competitive, we keep abreast of global developments as well as emerging technologies and develop innovative solutions of our own.

While significant percentage of revenues is derived in US Dollars and most of our costs are in Indian rupees. The exchange rate between USD and Rupee has fluctuated significantly in recent years and may continue to fluctuate in the future. Currency fluctuations can adversely affect our gross margins.

The global economic uncertainties may lead to economic slowdown and hence our clients may defer their technology spending significantly. This may negatively affect our revenues and profitability.

These risks are broadly industry wide risks. We have taken steps to address these unforeseen events and minimize the impact on our company.

Performance and Outlook

The Engineering division continues to create our Intellectual Property by developing several hardware and software solutions to address the domestic opportunities. The products are being tested at several existing and potential customers.

While we continue to serve our existing automotive OEMs and Tier-1s with embedded software and testing services, we also place heavy emphasis on emerging technologies and opportunities. Our continued relationship with Danlaw Inc. enables us to stay in the forefront of the "connected vehicle" space

Business Outlook

We continue to expand our customer base and invest in the advanced technologies. These along with our continued commitment to customer satisfaction enables us to grow our revenues.

Internal Control System and its Adequacy

Your Company has a policy of maintaining effective internal control system and also focuses on strict implementation of these policies and procedures so as to safe guard the assets and interests of the Company.

Your Company has an Audit Committee comprising of two-thirds of Independent Directors of the Company. The findings of internal audit are periodically placed before the Audit Committee and the Board of Directors of the Company. The Audit Committee also reviews periodically the performance of statutory and internal auditors, and adequacy of the internal control systems.

In order to ensure that the financial transactions comply with current legislative requirements and accounting standards, your Company has developed a Financial Accounting Procedure Manual (FAM). The FAM contains procedures, which cover the effective and efficient financial administration of the Company.

Financial Performance

During the year under review the Paid up Share Capital of the Company as on date is Rs. 3,70,74,900/ comprising of37,07,490 Equity Share ofRs. 10/each.

The net sales for current year are Rs.5486.21 Lakhs as compared to Rs.1958.07 Lakhs in the last fiscal year.Increase in sales due to contribution of sales of Rs.2584.34 from the subsidiary Danlaw Electronics Assembly Ltd which was acquired during the current year. The net lossaftertax is Rs.47.16 Lakhs as compared to Profit of Rs.140.62Lakhs in the previous FY.

Material Development In Human Resources

We are employee centric and believe that our employees are the heart of the organization. The managements responsibility is to care and support our employees. We continue to provide them with opportunities for career enhancement and growth. We continually strive to provide our employees with competitive compensation and benefit packages.

We are committed to provide the necessary training opportunities to enable them to adapt to the latest technological advancements. Additionally, we are taking steps to ensure the resources we have are utilized optimally.

As on date the Company has a total strength of 109 Employees.

Cautionary Statement

Statements in the Management Discussion and Analysis describing the Companies objectives, projections, estimated and expectations may be forward-looking statement. Actual results may vary materially from those expressed or implied.