[FORM 20-F (Mark one) o þ For the fiscal year ended March 31, 2012 o For the transition period from __________________ to __________________ o Date of event requiring this shell company report For the transition period from __________________ to __________________ DESWELL INDUSTRIES, INC. British Virgin Island Herman Wong, Chief Financial Officer, o þ o þ þ o þ o o] [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, HERMAN WONG, 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, in light] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Franki S. F. Tse, Herman Wong] [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, 333-130738, 333-147790 and 333-171314) of Deswell Industries, Inc. (the “Company”) of our reports dated July 20, 2012, relating to the consolidated financial statements and the effectiveness of the Company’s internal control over] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, Inc. 17B, Edificio Commercial Rodrigues, We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, Inc. of our report dated August 2, 2011, relating to the consolidated financial statements, which appears in this Form 20-F. _____________________]

[FORM 20-F (Mark one) o SIZE="2">For the fiscal year ended March 31, 2012 o SIZE="2">For the transition period from__________________to__________________ size=3>o SIZE="2">Date of event requiring this shellmpany report SIZE="2">For the transition period from__________________to__________________ DESWELL INDUSTRIES, British Virgin Island SIZE="2">Herman Wong, Chief Financial Officer, o o o o o Large accelerated] [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, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(a) I, HERMAN WONG, certify that: 1.I have reviewed this Annual Report on Form 20-F of Deswell Industries, 2.Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [(2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. SIZE="2"> SIZE="2"> SIZE="2">Franki S. F. Tse, SIZE="2"> SIZE="2"> SIZE="2">Herman Wong EX-13.1 4 EX-13.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, We herebynsent to theorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, (thempany) of our reportsted July 20, 2012, relating to thensolidated financial statements and the effectiveness of thempanys internalntrol over financial reporting appearing in] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deswell Industries, SIZE="2">17B, Edificiommercial Rodrigues, We herebynsent to theorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-110236, 333-130738, 333-147790 and 333-171314) of Deswell Industries, of our reportted August 2, 2011, relating to thensolidated financial statements, which appears in this Form 20-F.]