[TABLE OF CONTENTS Page INTRODUCTION 3 FINANCIAL STATEMENTS AND CURRENCY PRESENTATION 3 PART I 3] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) I, FRANKI S. F. TSE, certify that: 1. I have reviewed this annual report on Form 20-F of Deswell Industries, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) I, ELIZA Y. P. PANG, certify that: 1. I have reviewed this annual report on Form 20-F of Deswell Industries, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chief Executive Officer Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, Inc. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236 and 333-130738) of Deswell Industries, Inc. (the “Company”) of our report dated June 28, 2007, relating to the consolidated financial statements, appearing in the Company’s Form 20-F for the year ended March]