Danlaw Technologies India Ltd Directors Report

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, 2025.

Financial Results

(Rs. In Lakhs)

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)
Employees 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.

Companys 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 companys operations in future

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

Internal financial control systems and their adequacy

The Companys 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:

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

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 received and disposed off
1 Number of complaints on Sexual harassment received	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 Companys 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 Managements
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 Companys 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 Companys
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 Companys 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

 

Raju S Dandu

Chairman

(DIN : 00073484)

 

Place : Hyderabad

Date : 13-08-2025