D-Link India Ltd

To,

The Members,

The Board of Directors of your Company takes pleasure in presenting the Seventeenth Annual Report together with the Balance Sheet and Statement of Profit and Loss for the financial year ended March 31, 2025.

1. Financial Results (Standalone and Consolidated)

( in Lakhs)

The financial statements for the year ended on March 31, 2025 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2025.

The consolidated financial statements of your Company for the financial year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013, Ind AS Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations 2015') as prescribed by the Securities and Exchange Board of India (SEBI). The audited consolidated financial statement is provided in the Annual Report. The financial statements of subsidiary, TeamF1 Networks Private Limited (TeamF1) will be made available upon request by any member of the Company interested in receiving this information. The same will also be made available at the Registered Office of the Company for inspection during office hours.

2. State of Company's Affairs

During the financial year 2024-25, your Company posted standalone gross revenue of Rs. 1,39,620.72 Lakhs as compared to Rs. 1,24,036.99 lakhs in the previous year. The standalone profit before depreciation, interest, and tax stood at Rs. 14,529.49 Lakhs as compared to Rs. 12,853.38 Lakhs in the previous year. The Pr ofit After Tax for the year 2024-25 Rs. 10,305.29 Lakhs as againstwas Rs. 9,073.89 Lakhs in the previous year. During the year under review, there has been no change in the nature of business. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in the future. While preparing the financial statements, there has been no treatment different from the Accounting Standards.

3. Dividend and Reserves

The Board has decided to retain the entire amount of profits for FY 2025 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

Y our directors have recommended for your consideration the payment of a dividend Rs. 15/- per equity share of face value ofof Rs. 2/- each for the financial year ended March 31, 2025. This dividend, if approved by shareholders at the upcoming Annual General Meeting, will be paid to all shareholders whose names appear in the Register of Members as on the Record Date.

The Board of Directors, in its Meeting held on October 30,2024 declared and paid an interim dividend of Rs. 5/- per equity share of face value of Rs. 2/- each, to all the Shareholders entitled to receive the dividend as on November 12, 2024, being the record date fixed for this purpose. The Company adopted a dividend distribution policy which can be accessed through weblink: https://www.dlink.co.in/corporate/investor/pdf/Dividend-Distribution-Policy.pdf

4. Shar e Capital

During the year under review, the total paid up share capital of the Company stood at Rs. 71,009,700/- consisting of 35,504,850 equity shares of Rs. 2/- each. The Company has not issued shares with differential voting rights, employee stock options or sweat equity shares. The Company has paid Listing Fees for the financial year 2024-25 to each of the Stock Exchanges, where its equity shares are listed.

5. Details of Subsidiary Company

T eamF1 Networks Private Limited (TeamF1') is a provider of networking and security software for embedded devices with immense experience. TeamF1 provides network security, WiFi management, and CPE turn-key and component software using the platform TFOS™. TeamF1 Networks specializes in developing high-performance networking and security software products, which help in future-proo_ng the digital network connectivity and security roadmap for embedded devices.

T eamF1 earned a revenue Rs. 802.29 lakhs as compared toof Rs. 946.38 lakhs in the previous fiscal year. The profit before tax stood at Rs. 165.46 Lakhs as compared to Rs. 252.58 lakhs in the previous fiscal year.

The Company does not have any material unlisted Indian subsidiary. The Company has formulated a Policy on Material Subsidiary as required under SEBI Listing Regulations 2015, and the policy is posted on the website of the Company under the web link: https://www.dlink.co.in/corporate/investor/pdf/Material%20Subsidiary%20Policy.pdf Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiary (in Form AOC-1) is enclosed as Annexure - I to this report.

6. Extract of the Annual Return

Pursuant to the Section 92(3) of the Companies Act, 2013, the draft of Annual Return of the Company is available on the website of the Company at https://dlink.co.in/corporate/investor/pdf/Annual-Return-2024-25.pdf

7. Dir ectors and Key Managerial Personnel a) Details of Directors re-appointment at the ensuing Annual General Meeting (AGM):

In pursuance of section 152 of the Companies Act, 2013, at least two-thirds of the Directors (excluding Independent Directors) shall be subject to retirement by rotation. One-third of such Directors must retire from office at each AGM and a retiring director is eligible for re-election.

Mr . Tushar Sighat (DIN:06984518) is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for re-appointment. Appropriate resolution for his re-appointment is being placed for approval by the Shareholders of the Company at the ensuing AGM. b) Appointment of Directors: During the year under review the following directors were appointed on the Board: i) The shareholders have approved the appointment of the following directors on June 2, 2024 through postal ballot process.

(ii) The shareholders have approved the appointment of the following directors on August 7, 2024 at the 16th Annual General Meeting.

Further , the Board of Directors at their meeting held on April 22, 2025, approved the appointment of following directors subject to the approval of shareholders.

The company is in the process of seeking shareholder approval for these appointments through a postal ballot.

c) Key Managerial Personnel

The following are the Key Managerial Personnel of the Company pursuant to the provisions of Section 203 of the Companies Act 2013: 1. Mr . Tushar Sighat - Managing Director & CEO 2. Mr . Vinay Joshi - Chief Financial Officer 3. Mr . Shrinivas Adikesar - Company Secretary & Compliance Officer

d) Declaration by Independent Directors Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in sub-section (6) of section 149 of the Act and Regulation 16(b) of the SEBI Listing Regulations 2015.

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, and expertise and they hold the highest standards of integrity. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

8. Number of meetings of Board of Directors

During the year under review, six meetings of the Board of Directors were held. The details of the meetings of the Board are furnished in the Corporate Governance Report attached to this Report. Also, pursuant to provisions of part VII of the Schedule IV of the Companies Act, 2013 and regulation 25 of the SEBI Listing Regulations 2015, a Separate Meeting of Independent Directors was held on March 28, 2025, for transacting the business prescribed under the said provisions.

9. Annual Evaluation of the Board

In pursuance of section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI Listing Regulations 2015, the Board of Directors carried out the performance evaluation of the Board as a whole, and of its Committees and individual directors. A structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, the composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance etc. The Board of Directors took note of the observations on board evaluations carried out during the year.

In pursuance of Section 177 of the Companies Act, 2013 read with the rules made thereunder and regulation 18 of the SEBI Listing Regulations 2015, the Company has duly re-constituted the Audit Committee consisting of 4 Non-Executive Directors with the majority being Independent Directors, including the Chairman of the Committee. The terms of reference of the Audit Committee are as prescribed in Section 177 of the Companies Act, 2013 and part C of Schedule II of the SEBI Listing Regulations 2015. The detailed terms of reference, constitution and other relevant details of Audit Committee have been given in the Corporate Governance Report forming part of this Report.

Further, in terms of section 177 (8) of the Companies Act, 2013, there were no instances where the Board of Directors has not accepted the recommendations of the Audit Committee during the year 2024-25.

In accordance with Section 178 and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules issued thereunder and regulation 19 of the SEBI Listing Regulations 2015, the Board of Directors has duly constituted Nomination and Remuneration Committee.

Further, the Board of Directors, on the recommendations of the Nomination and Remuneration Committee, has put in place a Nomination and Remuneration Policy of the Company.

The Company's remuneration policy is driven by the success and performance of the individual employees, senior management, executive directors of the Company and other relevant factors including the following criteria

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and employees.

b) Relationship of remuneration to performance is clear and meets appropriate performance industry benchmarks; and

c) Remuneration to Directors and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is af firmed that the remuneration paid to Directors, Senior Management and all other employees is as per the Remuneration Policy of the Company.

The Particulars of Employees information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure - II" to this Report.

Pursuant to Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations 2015, the Board has duly constituted a Stakeholders Relationship Committee. The detailed terms of reference, constitution and other relevant details of the Stakeholders Relationship Committee have been given in the Report on Corporate Governance forming part of this Report.

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder, the Company has formulated and implemented Vigil Mechanism / Whistle Blower Policy for disclosing of any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and other improper practices or wrongful conduct by employees or directors of the Company. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company at https://www.dlink.co.in/corporate/investor/pdf/Whistle%20Blower%20Policy.pdf During the year under review, the Company has not received any complaints relating to unethical behavior, actual or suspected fraud or violation of the Code of Conduct for Board of Directors and Senior Management Personnel.

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and the SEBI Listing Regulations 2015, the Company has constituted a Risk Management Committee of the Board and also has in place a Risk Management Policy approved by the Board which focuses on the determination of Company's risk identification, assessments, risk mitigation strategies, risk quanti_cation and risk evaluation etc. The objective of the Risk Management is to identify the risks impacting the business and formulate strategies / policies aimed at risk mitigation as part of risk management.

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company had appointed M/s B S R & Co. LLP, Chartered Accountants, (ICAI firm registration no. 101248W/W-100022), as the Statutory Auditors of the Company for the second term of five years to hold office from the conclusion of the 15th AGM till the conclusion of the 20th AGM to be held in the year 2028.

The Report given by M/s B S R & Co. LLP, Chartered Accountants, on the financial statement of the Company for the year 2024-25 is part of the Annual Report. The Auditors' Report does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

During the relevant period for the purpose of Section 148 of the Companies Act, 2013 read with the rules made thereunder, maintenance of cost records and requirement of cost audit are not applicable for the business activities carried out by the Company.

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors had appointed Mr. Shivaram Bhat, Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2024-25 for conducting the Secretarial Audit as required under the provisions of Companies Act, 2013. The Secretarial Audit Report given by Mr. Shivaram Bhat in Form No. MR-3, is annexed Annexure – III as to this report. There is no qualification, reservation or adverse remark in the secretarial audit report for the year ended March 31, 2025. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Board of Directors proposes to appoint Mr. Shivaram Bhat, Practising Company Secretary as Secretarial Auditors of the Company for a period of five consecutive financial years i.e., from FY 2025-26 to FY 2029-30 on such terms of remuneration, including reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditor.

In connection with the proposed appointment, Mr. Shivaram Bhat, Practicing Company Secretary, confirmed the eligibility and independence to conduct the Secretarial Audit. A resolution seeking the approval of the Members for this appointment is included in the Notice of the 17th Annual General Meeting.

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the Company has not granted any loans to or provided any guarantees or securities under Section 186 of the Companies Act, 2013.

The Company is a subsidiary of D-Link Holding Mauritius Inc. and is a part of D-Link Corporation. The Company is primarily engaged in the marketing and distribution of D-Link branded Networking products in India and neighboring countries. The products are imported from D-Link Corporation and its Subsidiaries. The Company has taken shareholders' prior approval for entering into existing as well as new material related party transactions with D-Link Corporation. All Related Party Transactions that were entered during the financial year under review were on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI Listing Regulations 2015. During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee consisting of Independent Directors.

The disclosures on related party transactions as required under AS-18 have been made in Note 39 to the standalone financial statements. The particulars of contracts or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 have been disclosed in Form No. AOC-2 which is annexed as Annexure – IV. The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.dlink.co.in/corporate/investor/pdf/RELATED%20PARTY%20POLICY.pdf

Y our Company has put in place adequate internal financial controls with reference to the financial statements for the fiscal 2024-25. In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

No material changes and commitments affecting the financial position of the Company occurred during the financial year and till the date of this Report.

The Company has formulated and implemented a policy on prevention, prohibition and redressal of sexual harassment of women at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013(‘POSH Act') read with the rules made thereunder. The Company has constituted Internal Complaints Committee on Prevention of Sexual Harassment as required under the POSH Act.

During the financial year 2024-25, the Internal Complaints Committee has not received any complaints under the POSH Act and there are no cases pending as of March 31, 2025.

The details of the conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy

Y our Company is primarily engaged in Marketing and Trading activities and has not consumed energy of any significant level and no additional investment is required to be made for the reduction of energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing the usage of power.

B) T echnology absorption

Y our Company continues to use the latest technologies to improve the quality of the products offered. Since your Company is involved in the Wholesale Distribution of Networking Products, there is no expenditure incurred on research and development. C) For eign exchange earnings and outgo: T otal foreign exchange earnings and outgo is given below:

( in Lakhs)

Pursuant to Section 135 of the Companies Act, 2013 read with rules made thereunder, your company has constituted a Corporate Social Responsibility Committee (CSR Committee) and has also formulated CSR Policy in accordance with the Act.

The Company was required to spend Rs. 192.99 Lakhs for the Financial Year 2024-25 on Corporate Social Responsibility activities. During the year under review, the Company has allocated and spent the entire eligible amount on various CSR projects. The Annual Report on Corporate Social Responsibility is set out in Annexure - V.

The CSR Policy of the Company has been posted on the website of the Company at: https://www.dlink.co.in/corporate/investor/pdf/CSR-Policy.pdf

Ther e was no significant material order passed by any regulator or court or tribunal impacting the going concern status of Company and its future operations.

The Management Discussion and Analysis including the result of operations of the Company for the year, as required under Schedule V of the SEBI Listing Regulations 2015, is appended to this Board's Report.

As r equired under Schedule V of the SEBI Listing Regulations 2015, the report on Corporate Governance as well as the Auditors' Certificate regarding compliance with conditions of Corporate Governance forms a part of this Board's Report.

29. T ransfer of unpaid dividend and shares to Investor Education and Protection Fund: a) T ransfer of unclaimed dividend:

The Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more, to the credit of the Investor Education and Protection Fund (‘the IEPF'). Accordingly, Rs. 1.36 Lakhs for FY 2016-17 which remained unpaid or unclaimed for seven years were transferred to the IEPF Authority in FY 2024-25. b) T ransfer of shares to IEPF Pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (‘IEPF Rules'), all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 6,098 Equity Shares of face value of Rs. 2/- each to the demat account of the IEPF Authority during FY 2024-25. The Company had sent notices to the last known address to the Members whose shares were due to be transferred to the IEPF Authority and had also published a newspaper advertisement in this regard.

Ther e was no Insolvency Resolution process initiated against the Company during the year.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures. b) the dir ectors had selected such accounting policies 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 as at March 31, 2025 and of the profit of the Company for that period; c) the dir ectors had taken proper and sufficient care 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. d) the dir ectors had prepared the annual accounts on a going concern basis. e) the dir ectors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) the dir ectors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Directors wish to convey their appreciation to Business Associates, Business Distributors/ Partners and Bankers for their support and contribution during the year. The Directors thank the Company's employees for their hard work and its customers, vendors, and investors, for their continued support.