D-Link (India) Limited

CIN No.: L72900GA2008PLC005775

Regd. Office: Plot No. U02B, Verna Industrial Estate, Verna, Goa - 403722.
Ph. No.: 0832-2885800 • Email: shares@dlink.co.in • Website: https://in.dlink.com

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Fourteenth Annual General Meeting (AGM) of the members of D-Link (India) Limited (the Company) will be held on
Saturday, August 13, 2022 at 11:00 a.m. through Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’) to transact the following business:

ORDINARY BUSINESS:
1. Adoption of Audited Standalone Financial Statements
To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, together
with the Reports of the Board of Directors and Auditors thereon.
2. Adoption of Audited Consolidated Financial Statements
To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022,
together with the Report of the Auditors thereon.
3. Declaration of Dividend
To declare a dividend of `3 per equity share (i.e. 150%) of the face value of `2 each of the Company for the financial year ended March 31, 2022.
4. Appointment of Mr. Tushar Sighat as Director, liable to retire by rotation
To re-appoint a director in place of Mr. Tushar Sighat (DIN: 06984518), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:
5. Approval of Material Related Party Transactions with D-Link Corporation:
To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT, pursuant to applicable provisions of the Companies Act 2013 (“Act”) read with rules made thereunder, Regulation 23 of the
Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 (‘SEBI Listing Regulations’), the Company’s
Policy on Related Party Transactions and such other applicable provisions of law, if any, read with Circulars issued by SEBI from time to time and
any amendments, modifications or re-enactments thereof, the consent of the members be and is hereby accorded to the Board of Directors of the
Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted
by the Board from time to time to exercise its powers conferred by this resolution), for carrying out and / or continuing with arrangements and
transactions (whether individual transaction or transactions taken together or series of transactions or otherwise), for the financial year 2022-23
and for the period starting from April 1, 2023 till the date of 15th Annual General Meeting, up to a maximum aggregate value as detailed in the
explanatory statement to this resolution, with D-Link Corporation, the ultimate holding company of the Company, whether by way of continuation(s)
or renewal(s) or extension(s) or modification(s) of earlier arrangements / transactions or as fresh and independent transaction(s) or otherwise as
mentioned hereunder,:
i. Purchase of IT Networking Products
ii. Sale of IT Networking products
iii. Rendering or receiving of IT services
iv. Product warranty and product discount
v. Reimbursement of expenses and income
vi. Royalty payment for use of brand name
vii. any other transactions/arrangements from time to time including those entered in the course of normal business activities,
notwithstanding the fact that all such transactions whether individually and/or in the aggregate may exceed `1,000 crore or 10% of the annual
consolidated turnover of the respective financial year as per the Company’s last audited financial statements of the immediately preceding financial
year, whichever is lower, or any other materiality threshold as may be applicable under law/ regulations from time to time;
“RESOLVED FURTHER THAT the members of the Company do hereby accord approval to the Board of Directors and/or any Key Managerial
Persons of the Company to sign and execute all documents, contracts/deeds and writings and undertake all such acts, deeds, matters and things
as may be deemed necessary, expedient and incidental to finalize and execute all such transactions and also to delegate all or any of its powers
herein conferred to any Committee of Board and / or Director(s) and / or officer(s) / employee(s) of the Company / any other person(s) to give effect
to the aforesaid resolution as may be deemed necessary, proper, desirable and expedient in its absolute discretion, to enable this resolution, and
to settle any question, difficulty or doubt that may arise in this regard.”
By order of the Board
For D-Link (India) Limited

Shrinivas Adikesar
Mumbai, Dated: April 26, 2022 Company Secretary

Registered Office:
Plot No. U02B,
Verna Industrial Estate,
Verna, Goa - 403722, India.

AGM Notice /1
 Notes:
1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars
dated April 8, 2020, April 13, 2020 and January 13, 2021 as amended from time to time (collectively referred to as “MCA Circulars”) permitted
the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In
compliance with the provisions of the Act, SEBI (Listing and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations 2015) and
MCA Circulars, the 14th AGM of the Company is being held through VC / OAVM facility, which does not require physical presence of Members at
a common venue. The registered office of the Company shall be deemed to be the venue for the AGM.
2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), setting out the material facts concerning the Special
Business(s) in the Notice is annexed as Annexure I hereto and forms part of this Notice.
3. Since this AGM is being held pursuant to the Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly,
the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not
annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM
and participate thereat and cast their votes through e-voting. Since the AGM will be held through VC/OAVM, the route map is not annexed to
this Notice.
4. Participation of members through VC/OAVM will be reckoned for the purpose of ascertainment of quorum under Section 103 of the Act.
All resolutions shall continue to be passed through the facility of e-voting made available for the members.
5. In view of relaxation given by MCA Circulars and SEBI Circular dated May 12, 2020, and SEBI/HO/CFD/CMD2/CIR/P/2021/11 circular dated
January 15, 2021 as amended, the Annual Report including Financial statements, Auditor’s report, Board’s report, Notice of AGM along with all
the annexures and attachments thereof is being sent through email to those Members whose email addresses are registered with the Company /
Depositories and no physical copy of the same will be sent by the Company. Members may note that the Notice and Annual Report of the Company
for the financial year 2021-22 will also be available on the Company’s website https://in.dlink.com and websites of the Stock Exchanges. However,
the Shareholders of the Company may request physical copy of the Notice and Integrated Annual Report from the Company by sending a request
at shares@dlink.co.in in case they wish to obtain the same.
6. The Members, seeking any information with regard to the financial statement, operations to be placed at the AGM are requested to send their
queries through Email on shares@dlink.co.in at least 5 days before the meeting, so that the information can be compiled in advance. The same
will be replied by/ on behalf of the Company suitably.
7. The Register of Members and the Share Transfer Register will remain closed from Saturday, July 30, 2022 to Friday, August 5, 2022 (both days
inclusive). The dividend recommended by the Board, if approved by the shareholders at the 14th AGM, shall, be paid to those members whose
names appear on the Register of Members as on the record date, i.e., July 29, 2022.
As per the provisions of Income Tax Act, 1961 (‘the Act’), dividend declared, paid or distributed by a Company on or after April 1, 2020, shall be
taxable in the hands of the shareholders. The Company shall, therefore, be required to deduct Tax at source (TDS) / With Holding Tax at the time of
payment of dividend at the applicable tax rates. The rates of TDS would depend upon the category and residential status of the shareholder. For
the prescribed rates for various categories, please refer to the Finance Act, 2020 and the amendments thereto. The shareholders are requested to
update their valid PAN with the DPs (if shares held in dematerialized form) and the Company / Company’s RTA , (if shares are held in physical form).
8. The amount of dividend remaining unclaimed or unpaid for a period of 7 years from the date of transfer to the unpaid dividend account is
required to be transferred to the Investor Education and Protection Fund (IEPF). Accordingly, in the year 2021-22, the Company had transferred
the unclaimed or unpaid dividend for the year ended March 31, 2014 to IEPF. Unclaimed Dividend in respect of the financial year ended
March 31, 2015 will be due for transfer to Investor Education and Protection Fund on or after October 5, 2022. The Members who have not encashed
the dividend warrants for the earlier years so far are requested to send their claims, if any, to the Company / Share Transfer Agent immediately.
Once the amount is transferred by the Company to IEPF, no claim thereof shall lie against the Company.
9. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will
be used by the Company for payment of dividend. Members holding shares in physical form and desirous of either registering or changing bank
particulars are requested to write to the Company/ RTA.
As per the provision of Section 72 of the Act, facility for making nomination(s) is available to Individuals holding shares in the Company. Members
holding shares in demat mode should file their nomination with their Depository Participants (‘DPs’) for availing this facility.
10. Members are requested to register their e-mail addresses through their Depository Participant where they are holding their Demat Accounts
for sending the future communications by e-mail. Members holding the shares in physical form may register their e-mail addresses through the
Registrar and Transfer Agents, giving reference of Folio Number.
11. Details under Regulation 36(3) of SEBI Listing Regulations, 2015 in respect of the Directors seeking appointment/re-appointment at the Annual
General Meeting, forms integral part of the notice as Annexure-II.
12. The Statutory Registers and the documents pertaining to the items of business to be transacted are available for inspection in electronic mode
during the AGM.
13. Voting through electronic means:
a) In compliance with provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as
amended and Regulation 44 of SEBI Listing Regulations 2015, the Company is pleased to provide to its members facility to exercise their right
to vote at the 14th AGM by electronic means. The members may cast their votes using an electronic voting system from a place other than
the venue of the Meeting (remote e-voting). The Company has availed the facilities of KFin Technologies Limited (“KFintech”) for facilitating
e-voting.
b) The remote e-voting period commences on Wednesday, August 10, 2022 at 9:00 am and ends on Friday, August 12, 2022 at 5:00 pm.
The e-voting module will be disabled by KFintech for voting thereafter. The voting rights of the Members shall be in proportion to the paid-up
value of their shares in the equity capital of the Company as on the cut-off date being Saturday, August 6, 2022. Those Members, who will
be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise
not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

22 / D-Link (India) Limited

 d) The Company has appointed Mr. Shivaram Bhat, Practising Company Secretary, as the ‘Scrutiniser’ to scrutinize the remote e-voting and
the e-voting at the AGM. The Board of Directors has authorized Mr. Shrinivas Adikesar, Company Secretary of the Company as the person
responsible for the entire e-voting process. The Scrutiniser shall make a consolidated Scrutinizer’s Report of the votes cast in favour or against,
if any, forthwith to the Chairman within a period not exceeding 48 hours from the conclusion of the AGM.
e) The results would be declared on or after the date of AGM of the Company by the Chairman or the person authorized by him. The Results
declared along with the Scrutinizer’s Report shall be placed on the Company’s website https://in.dlink.com and shall be forwarded to the
Stock Exchanges. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice
and holding shares as of the cut-off date i.e Friday, July 8, 2022, may obtain the login ID and password by sending a request at
evoting@kfintech.com. However, if he/she is already registered for remote e-voting then he/she can use his/her existing User ID and password
for casting the vote.
14 General Instructions
14.1 PROCEDURE FOR REMOTE E-VOTING
i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules,
2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/
CMD/ CIR/P/2020/242 dated December 9, 2020 as amended in relation to e-Voting Facility Provided by Listed Entities, the Members are
provided with the facility to cast their vote electronically, through the e-Voting services provided by KFintech, on all the resolutions set forth
in this Notice. The instructions for e-Voting are given herein below.
ii. However, in pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 as amended on “e-Voting facility
provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login
credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
iii. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP)
thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are
advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
iv. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member
of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a
request at evoting@Kfintech.com. However, if he / she is already registered with KFintech for remote e-Voting then he / she can use his / her
existing User ID and password for casting the vote.
v. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of
the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method
for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.”
vi. The details of the process and manner for remote e-Voting and e-AGM are explained herein below:
Step 1 : Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.
Step 3 : Access to join virtual meetings (e-AGM) of the Company on KFin system to participate e-AGM and vote at the AGM.
Details on Step 1 are mentioned below:
I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

Type of shareholders Login Method

Individual Shareholders 1. User already registered for IDeAS facility:
holding securities in I. Visit URL: https://eservices.nsdl.com
demat mode with NSDL
II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to
e-Voting”
IV. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service
provider website for casting the vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services
I. To register click on link : https://eservices.nsdl.com
II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
III. Proceed with completing the required fields.
IV. Follow steps given in points 1.
3. Alternatively by directly accessing the e-Voting website of NSDL
I. Open URL: https://www.evoting.nsdl.com/
II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section.
III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number
held with NSDL), Password / OTP and a Verification Code as shown on the screen.
IV. Post successful authentication, you will requested to select the name of the company and the e-Voting
Service Provider name, i.e.KFintech.
V. On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during
the remote e-Voting period.

AGM Notice /3
 Individual Shareholders 1. Existing user who have opted for Easi / Easiest
holding securities in I. Visit URL: https://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com
demat mode with CDSL II. Click on New System Myeasi
III. Login with your registered user id and password.
IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal.
V. Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi/Easiest
I. Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
II. Proceed with completing the required fields.
III. Follow the steps given in point 1
3. Alternatively, by directly accessing the e-Voting website of CDSL
I. Visit URL: www.cdslindia.com
II. Provide your demat Account Number and PAN No.
III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat
Account.
IV. After successful authentication, user will be provided links for the respective ESP, i.e KFintech where
the e- Voting is in progress.
Individual Shareholder I. You can also login using the login credentials of your demat account through your DP registered with NSDL
login through their demat /CDSL for e-Voting facility.
accounts / Website of II. Once logged-in, you will be able to see e-Voting option.Once you click on e-Voting option, you will be
Depository Participant redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting
feature.
III. Click on options available against company name or e-Voting service provider – Kfintech and you will be
redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without
any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available
at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and
Securities held with NSDL
1800 22 44 30
Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738
Securities held with CDSL
or 022-23058542-43

Details on Step 2 are mentioned below:

II) Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders
holding securities in physical mode.
(A) Members whose email IDs are registered with the Company / Depository Participants (s), will receive an email from KFintech which will include
details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
i. Launch internet browser by typing the URL: https://emeetings.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx,
followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with
KFintech for e-voting, you can use your existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on “LOGIN”.
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall
comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character
(@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on
first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly
recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘D-LINK INDIA LIMITED- AGM” and click on “Submit”
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST”
or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken
together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member
does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio / demat accounts.
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be
treated as abstained.
x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you
will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the
Resolution(s).

44 / D-Link (India) Limited

 xii.
Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF
Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf
and to cast its vote through remote e-voting. Together with attested specimen signature(s) of the duly authorised representative(s), to the
Scrutinizer at email id cs.sbhat@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned
documents should be in the naming format “Corporate Name_Even No.”
(B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of
AGM and e-voting instructions cannot be serviced, will have to follow the following process:
i. Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and e-voting instructions
cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link:
https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx
Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of
the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to
einward.ris@kfintech.com.
ii Alternatively, member may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy of the signed copy
of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic
folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.
iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.
Details on Step 3 are mentioned below:
III) Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the AGM of the Company
through VC/OAVM and e-Voting during the meeting.
i. Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by KFintech. Members may access the
same at https://emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Company / KFintech.
After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting
etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the
User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.
ii. Facility for joining AGM though VC / OAVM shall open at least 15_minutes before the commencement of the Meeting.
iii. Members are encouraged to join the Meeting through Laptops / Desktops with Google Chrome (preferred browser), Safari, Internet Explorer,
Microsoft Edge, Mozilla Firefox 22.
iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or
through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
v. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to
express their views / send their queries in advance mentioning their name, demat account number / folio number, email id, mobile number to
shares@dlink.co.in. Questions /queries received by the Company till Wednesday, August 10, 2022 shall only be considered and responded
during the AGM.
vi. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during
the AGM. E-voting during the AGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the
screen to cast their votes.
vii. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member casts votes by both modes,
then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.
viii. Facility of joining the AGM through VC / OAVM shall be available for atleast 2000 members on first come first served basis.
ix. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.

14.2 Instructions for members for attending the AGM through VC/OAVM and for voting during AGM are as under –
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members / shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions
through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
3. Members are encouraged to join the Meeting through Desktops or Laptops or Tablets for better experience.
4. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
5. Please note that Participants connecting from Desktops or Tablets or Laptop via Mobile Hotspot may experience Audio/Video loss due to
fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid
glitches.
6. Members can join the AGM in VC/OAVM mode, between 15 minutes before and after the scheduled time of commencement of the meeting
by following the procedure mentioned in this notice.
7. The facility for participation in the AGM through VC/OAVM will be available for 2000 members on first-come-first-served basis. This will not
include large shareholders (i.e shareholders holding 2% or more shareholding), Institutional Investors, Directors, Key Managerial Personnel,
Auditors, etc., who are allowed to attend the AGM without restriction on account of first-come-first-served basis.
8. Shareholders who would like to express their views/ask questions may express the same through any of the following options –
i. Through Registered E-Mail ID: Shareholders may send their views/questions in advance, mentioning their name, DP ID and Client ID/
folio number, PAN, mobile number at shares@dlink.co.in from Friday, August 5, 2022 (09.00 AM) to Wednesday, August 10, 2022 (05.00
PM). Members are requested to send their e-mail with the subject titled “AGM 2022 – Expression of views/questions”. The same will be
replied by the Company suitably.
ii. Being a speaker during AGM: Members may register themselves as speaker by sending their request from their registered e-mail address
mentioning their name, demat account number/folio number, email ID, mobile number to shares@dlink.co.in on or before the closing
business hours of Wednesday, August 10, 2022 (05.00 PM). Those members who have registered themselves as a speaker will only be
allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers on
first-come-first-served basis.

AGM Notice /5
 ANNEXURE - I TO NOTICE
Statement pursuant to Section 102 of the Companies Act, 2013

The following Statement sets out the information relating to the Special Business mentioned under Item No. 5 in the accompanying Notice:

Item No. 5:
The Company is a subsidiary of D-Link Holding Mauritius Inc. which is ultimately held by D-Link Corporation, Taiwan. Accordingly, D-Link Corporation
is a ‘Related Party’ of the Company. The Company is primarily engaged in marketing and distribution of D-Link branded Networking products in India
and SAARC region and in furtherance of its business activities, enter into transactions with D-Link Corporation. The brief of the transactions with D-Link
Corporations are as below:
i. Purchase of IT Networking products
ii. Sale of IT Networking products
iii. Rendering or receiving of IT services
iv. Product warranty and product discount
v. Reimbursement of expenses and income
vi. Royalty payment for use of brand name
The Company has entered into License Agreement for 10 years, effective January 1, 2020 with D-Link Corporation wherein the latter has granted an
exclusive right and license to use the Trademarks on or in association with the Licensed Products and services, including manufacture, have manufactured
from the third party, sell, distribute, the licensed products in India. In consideration of the rights granted, the Company is required to pay royalty of 1.5%
on the total sales / total revenue from the licensed products bearing the trademarks which are procured from third party manufacturer/ vendor and the
Royalty % can be revised from time to time on the total sales / total revenue from the licenced products.
In terms of Regulation 23 of the SEBI Listing Regulations, the aforesaid transactions with D-Link Corporation during financial year 2022-23 and for
the period starting from April 1, 2023 up to the date of 15th Annual General Meeting (‘relevant period’) may exceed 10% of the annual turnover of the
Company as per the last audited financial statements of the Company and therefore may exceed the materiality threshold as prescribed under the
SEBI Listing Regulations. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is required to be sought for all such
arrangements / transactions to be undertaken (whether individual transactions or transactions taken together or series of transactions or otherwise)
with D-Link Corporation, whether by way of continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements / transactions or as
fresh and independent transaction(s) or otherwise in line with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated April 8, 2022. The above
transactions are in the ordinary course of business of the Company and on an arm’s length basis and as such are exempt from the provisions of
Section 188 (1) of the Companies Act, 2013 and rules thereunder.
In view of the above, the Company now proposes to obtain prior approval of the Members for grant of authority to the Board of Directors (hereinafter
referred to as the “Board”, which term shall be deemed to include any Committee(s) constituted / empowered / to be constituted by the Board from
time to time to exercise its powers conferred by the said resolution) for carrying out and / or continuing with such arrangements and transactions as
specified in the resolution or as mentioned above with D-Link Corporation, being the ultimate holding company and a related party of the Company.
The Audit Committee of the Company has granted approval for entering into and continuation of various related party transactions with D-Link
Corporation during financial year 2022-23 and subsequent years including as stated in the resolution and explanatory statement and has noted that
the said transactions will be on an arms’ length basis and in the ordinary course of the Company’s business. The management has provided the Audit
Committee with the description of the transactions including material terms and basis of pricing as mentioned in this explanatory statement. Summary
of the other terms of the transactions are outlined as under:

Sr. No. Particulars Details of transactions

1 Nature of Transactions Purchases of Sale of Goods IT services Warranty & Expense Royalty
Goods Discount Reimbursement

2 Monetary value of the proposed Up to a value Up to a value Up to a value Up to a value Up to a value Up to a value
transactions during the relevant of `400 crores of `40 crores of `20 crores of `40 crores of `10 Crores of `25 Crores
period. per annum. per annum. per annum. per annum. per annum. per annum.

3 Tenure of the transactions The Company presently undertakes and proposes to continue the above repetitive transactions.
The agreement for payment of license fees / Royalty is for a period of 10 years.

4 Material terms and particulars Arrangement by the Company with D-Link Group in this regard and the material terms are:
of the contract or arrangement.
a. Purchase and sales in the ordinary course of business
b. Payment credit terms between 45 days to 75 days from the date of invoice.
c. Product warranty up to 3 years and discounts based on the product specifications;
d. Providing of ERP and IT Support Services.
e. Payment of license fees of 1.5% for use of trademark on the total revenue from the licensed products.
f. Other terms as may be decided by the board from time to time.

66 / D-Link (India) Limited

Sr. No. Particulars Details of transactions

5 Percentage of the Company’s The transactions together approximately 6.50% of For the Financial Year 2022-23 and period starting
Annual Turnover on a consolidated the Annual Turnover for the FY 2021-22. from April 1, 2023 up to the date of 15th AGM in
basis for the immediately FY 2023-24, the transactions taken together with
preceding FY D-Link Corporation may exceed 10% of the
Consolidated turnover of the preceding relevant
financial year.

6 For RPTs involving subsidiaries, Not applicable

% of annual turnover of the
subsidiary on a standalone basis

7 Additional Information in case Not applicable

of Loans, ICDs/advances or
investments made or given:

8 Justification as to why the RPT is The Board considers that the proposed related party transactions are necessary for the growth and continuity
in the interest of the listed entity; of business operations of the Company.

9 Copy of valuation or other No valuation / external report has been relied upon for the transaction in question.
external report if any

10 Any other information relevant The Company is engaged in Trading and Marketing of Networking products in India and SAARC. The majority
or important for the members to networking products dealt by the Company are imported from D-Link Corporation at arm’s length price.
take a decision on the proposed D-Link Corporation has granted an exclusive right and license to use the Trademarks on or in association
resolution with the Licensed Products and services. In consideration of the rights granted, the Company is required
to pay royalty of 1.5% on the total sales / total revenue from the licensed products bearing the trademarks
which are procured from third party manufacturer/ vendor. The Board is of the opinion that the above
transactions are in the best interests of the Company.

Accordingly, the Board of Directors recommends passing of ordinary resolution set out at Item No.5 of the Notice for approval by the members.
Mr. Hung-Yi Kao – Chairman of the Company and D-Link Holding Mauritius Inc Promoter, may be deemed to be interested in the above ordinary resolution
by virtue of his holding employment position in D-Link group and / or in other associate concerns of D-Link Corporation. None of the other Directors
and / or Key Managerial Personnel of the Company and / or their relatives is concerned or interested, in the resolution set out at Item No.5 of the Notice.
Pursuant to Regulation 23 of the SEBI Listing Regulations, members may also note that no related party of the Company shall vote to approve the
resolutions No. 5 whether the entity is a related party to the particular transaction or not.

By order of the Board

For D-Link (India) Limited

Shrinivas Adikesar
Mumbai, Dated: April 26, 2022 Company Secretary

Registered Office:
Plot No. U02B, Verna Industrial Estate,
Verna, Goa - 403722, India.

AGM Notice /7
 ANNEXURE II - TO NOTICE

Details of Directors Seeking re-appointment at the 14th Annual General Meeting:

Name of Director Mr. Tushar Sighat

DIN 06984518

Date of Birth September 30, 1969

Date of first appointment on the Board September 30, 2014

Qualifications Mr. Sighat is a qualified BE in Electronics and Telecom

Brief Resume and Specific Functional Mr. Sighat has over 30 years of rich experience in the IT industry. He joined D-Link as the CEO in 2011 and
Area played a crucial role in overcoming the turbulent phase of the demerger and winning back the confidence
of customers, partners and employees.
As MD & CEO, he is responsible for driving D-Link’s growth and playing a strategic role in strengthening
its position as a leader in networking industry.
Mr. Tushar Sighat is also the Chairman of D-Link’s subsidiary, TeamF1 Networks Pvt. Ltd.

Relationship between Directors,

Manager and Other Key Managerial None
Personnel Inter-se

Names of the entities in which she/he

TeamF1 Networks Private Limited
holds directorships

Chairman/Member of the Committee(s)

of Board of Directors of other listed None
entities

Shareholding in the Company 16,427 Equity shares

No of board meetings attended All four board meetings held during the Financial Year 2021-22

Remuneration sought to be paid As per the resolution passed by the shareholders at the AGM held on September 25, 2020.

Appointed as Managing Director & CEO for a period of three years with effect from November 2, 2020
Terms and conditions of re-appointment
liable to retirement by rotation.

By order of the Board

For D-Link (India) Limited

Shrinivas Adikesar
Mumbai, Dated: April 26, 2022 Company Secretary

Registered Office:
Plot No. U02B, Verna Industrial Estate,
Verna, Goa - 403722, India.

88 / D-Link (India) Limited

Contents

3 Message from Chairman

7 Message from Managing Director & CEO
10 D-Link Corporation
1 1 Milestones & Achievements
12 D-Link (India) Limited
13 Our Subsidiary: TeamF1 Networks 67 Independent Auditors’ Report (Standalone)
14 Consumer Solutions 74 Standalone Balance Sheet
1 6 Enterprise Solutions 75 Standalone Statement of Profit and Loss
1 8 Distribution and Service Infrastructure 76 Standalone Cash Flow Statement
20 Corporate Social Responsibility 77 Standalone Statement of Changes in Equity
22 Make in India 78 Notes Forming Part of the Standalone Financial Statements
23 Board of Directors 1 1 1 Independent Auditor’s Report (Consolidated)
24 Corporate Information 1 1 6 Consolidated Balance Sheet
25 Directors’ Report 1 1 7 Consolidated Statement of Profit and Loss
4 0 Business Responsibility Report 1 1 8 Consolidated Cash Flow Statement
48 Management Discussion and Analysis Report 120 Consolidated Statement of Changes in Equity
53 Report on Corporate Governance 1 2 1 Notes Forming Part of the Consolidated Financial Statements

Disclaimer / Forward Looking Statement

In this Annual Report we have disclosed forward looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other
statements – written and oral that we periodically make, contain forward looking statements that set out anticipated results based on the managements plans and assumptions.
We cannot guarantee that these forward looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to
risks in uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual
results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward looking
statements, whether as a result of new information, future events or otherwise.
  Hung-Yi Kao, Chairman
2 / D-Link (India) Limited
 Introduction Statutory Reports / Financial Statements

Message from Chairman

Dear Shareholders,

The year ended 31st March, 2022 was a volatility. Oil and other commodity
year like no other. The fiscal year began prices have surged significantly,
with tremendous global uncertainty thereby worsening the already high
as the COVID-19 pandemic continued inflation dynamics of both advanced
to impact our lives and reshape how as well as emerging/developing
businesses operated. After witnessing economies.
significant contraction related to
COVID-19 pandemic in 2020, global The year also saw the unprecedented

economy recovered in 2021. However, challenge of key component shortages

the momentum was slowed down in and almost every company in the
Q1 FY2021-22 by a deadlier variant industry experienced supply related
of the virus, the impact of which was issues. Our world-class supply chain team
fortunately short lived helped largely at the headquarters helped us navigate
by vaccination drives across the world. the complex situation and enabled us to
Towards the end of Q4 FY2021-22, optimize our access to key components
escalated geopolitical tension arising thereby helping us to fulfil the
from prolonged Russia-Ukraine demand of our customers as quickly as
conflict has led to increased financial possible.

Our world-class supply chain team at the headquarters helped

us navigate the complex situation and enabled us to optimize
our access to key components thereby helping us to fulfil
the demand of our customers as quickly as possible.

Building Networks for People / 3

 Undoubtedly, we are all facing a
time of incredible change. Despite
the complexity of navigating these
challenges, it has been a year of
tremendous hope and optimism, as
recovery has started to take shape.
The past year has made it undeniably
clear that a focused, agile and resilient
business, guided by purpose and values
can emerge stronger and better from
challenging times. At D-Link, we’re
incredibly proud of the way our teams
have supported our customers, partners,
 Hung-Yi Kao, Chairman even communities and one another
through this time with a renewed sense
of purpose. We are particularly pleased
with our India operations and the
As businesses slowly manner in which they have delivered
reopen, we see tremendous stellar performance year after year.
opportunity ahead as nearly
every company in every During the fiscal year under review,

industry seeks to accelerate we introduced several new capabilities

its digital agility in a across our entire product portfolio.

cloud-first world. We are These include Wi-Fi 6 Access Points

at a pivotal moment as we powered by Nuclias Connect that

have a massive opportunity provides the perfect Wi-Fi 6 solution for

to transform the concept of high density network environments. We

a traditional office and define launched our AI enabled Router – the

the future of hybrid work. R15 EAGLE PRO AI Router – designed

to give home and small offices an

4 / D-Link (India) Limited

 Introduction Statutory Reports / Financial Statements

innovative network experience. We also and professionalism they bring to

introduced new feature-rich Routers their job that gives us our competitive
based on 11AC Wireless technology. advantage. I would like to take this
opportunity to thank all our people who
As businesses slowly reopen, we see
have been tirelessly working to ensure
tremendous opportunity ahead as
that we are the preferred networking
nearly every company in every industry
Company in an extremely challenging
seeks to accelerate its digital agility
environment.
in a cloud-first world. We are at a
pivotal moment as we have a massive I look forward to sharing with you more
opportunity to transform the concept of milestones in this journey in the years
a traditional office and define the future ahead. I am sincerely grateful to our
of hybrid work. Our customers are Board members, our management
looking for solutions that provide speed, team, our customers, shareholders,
agility and simplicity and D-Link strives partners and associates for their
to be the right company to deliver on ongoing trust and support.
each of these areas with our continued
Warm regards,
innovation.
Sincerely,
The unfolding reality of climate change
has created greater urgency to build Hung-Yi Kao
more sustainable solutions. We continue Chairman
to enhance our Environmental, Social
and Governance (ESG) commitments and
shall play our part with greater urgency
in building a more sustainable world.

Our purpose-driven set of people bring

talent and ingenuity to everything they
do. We value their contribution to our
success and applaud the dedication

Building Networks for People / 5

  Tushar Sighat, Managing Director & CEO
6 / D-Link (India) Limited
 Introduction Statutory Reports / Financial Statements

Message from
Managing Director & CEO
Dear Shareholders,

The year 2021-22 was filled with many interruptions in delivery or service. We
uncertainties resulting in an extremely became more dedicated and innovative.
challenging business environment. We maintained our focus on creating
While we were gearing up for post value for our customers and working
Covid times, yet another wave of the with our partners to foster shared
pandemic hit us and sent us back to success. Now, more than ever, we have
our shells. Thankfully, with the lessons become resilient and adaptable, ready
learnt earlier and with our well laid-out to face any challenge.
Business Continuity Plan, we were able
While FY 2021-22 was undeniably
to tide over this period with greater
demanding, we ended it with exceptional
ease.
momentum and positive top-line and
The unpredictability of the environment bottom-line growth. We believe that
of fiscal 2021-22 did not extinguish our our performance demonstrates the
faith in what the future holds. We battled robustness of our strategy, strong
with Covid restrictions in the first quarter,
execution capabilities, trust in our
chip shortage in the second quarter
brand and accelerating adoption of our
and rising oil and commodity prices,
product offerings.
higher freight costs and inflation in the
third and fourth quarters. However, we For the financial year ending 31st March
continued to do everything in our power 2022, our Standalone Total Income from
to ensure business continuity, with no Operations stood at `90,947.32 lakhs,

Our strategy continues to be guided by our dynamic Business

Continuity Plan devised and adopted a year ago. It has
helped us stay focused and follow a well-defined path
for the ambitious goals that we have set for ourselves.

Building Networks for People / 7

 delivers robust, high-quality online
experience with truly unique feature
sets for today’s Smart Home users.
Infact Innovation has always been
at the core of our business strategy
and it reflects in D-Link offerings, be it
our products, technology solution or
customer experience.

As our customers expand their

businesses and add new connections,
and as more applications move to a
multi-cloud environment, the network
becomes more critical than ever. Our
 Tushar Sighat, Managing Director & CEO customers are navigating change at an
unprecedented pace. Our mission is to
a healthy 27% increase over `71,665.03 shape their future by helping transform
lakhs achieved in the previous year. their IT infrastructure, address their
The Net Profit After Tax registered a security needs, and empower their
sharp increase of 38% for the year and teams.
stood at `4,046.57 lakhs as against
We also continue to work closely with
`2,932.19 lakhs in the previous year. On
our subsidiary TeamF1 Networks in the
a consolidated basis, our Total Income
areas of Business Cloud and Turnkey
from Operations for the year stood
Solutions. TeamF1 Networks is a
at `92,490.62 lakhs (previous year:
powerhouse in providing customized
`73,339.46 lakhs) and Net Profit after
embedded software solutions to several
Tax stood at `4,228.77 lakhs (previous
rapidly growing and fast-moving industry
year: `3,134.89 lakhs).
segments. Through TeamF1 Networks
We continue to deliver products with we aspire to empower domestic
breakthrough technology and have manufacturers/ OEM’s and help them
launched several innovative products add intelligence to their hardware. For
during the year. Our flagship product local hardware manufacturers as well as
line launched very recently - EAGLE PRO global OEM’s, Team F1 Networks is the
AI Series combines Wi-Fi with Artificial software factory of India, truly adding
Intelligence (AI). EAGLE PRO AI series value to their products.

8 / D-Link (India) Limited

 Introduction Statutory Reports / Financial Statements

We are committed to the ‘Make in India’ donation of an Advanced Life Support

vision, so today most of our products Ambulance, deserve special mention.
are designed and manufactured in India.
A great experience begins with a great
We are collaborating with several leading
team. We are committed to growing our
domestic OEM’s to develop indigenous
extraordinary team of employees and
products. With our strong brand and
aiding in their professional development
business infrastructure we are acting
so that they are well equipped to drive
as a catalyst in taking these locally
the most trusted customer experience
manufactured products to the masses,
in the industry.
and in turn reducing the Time to Market.
All this has a cascading effect in the As we look to FY 2022-23, we are excited
betterment of our economy, with greater to build on our strong momentum with
investments along with job creation. a continued focus on growth, execution,
We signify this approach as ‘Market in and innovation. We are ready for the next
India’ which perfectly complement the big growth wave that will be ushered
‘Make in India’ campaign. by the digital revolution sweeping our
nation.
Simultaneously, we are relentlessly
pursuing the adoption of Digital In conclusion, I would like to express
Transformation across all our disciplines my sincere gratitude to the Board
and upskilling our partners’ abilities to for their guidance and support. I also
leverage digital technologies to provide thank our customers, shareholders,
cutting-edge marketing and world-class partners and all the stakeholders for
service to our customers. their ongoing confidence and trust in

Our strategy continues to be guided me and Team D-Link.

by our dynamic Business Continuity Warm regards,

Plan devised and adopted a year ago. It
Sincerely,
has helped us stay focused and follow
a well-defined path for the ambitious
Tushar Sighat
goals that we have set for ourselves.
Managing Director & CEO
Our commitment to the community
continues with increased fervour.
Among the various CSR activities
undertaken during the year, the free
Covid-19 vaccination drive, and the

Building Networks for People / 9

D-Link Corporation
Helping You Connect to More

D-Link is a global leader in designing and convenient. Our Wi-Fi routers, IP cameras, smart
developing networking and connectivity products home devices and other products let consumers
for consumers, small businesses, medium to enjoy richer online experiences and greater peace
large-sized enterprises, and service providers. of mind in the comfort of their homes. Meanwhile
From relatively modest beginnings in Taiwan, the our unified network solutions continue to integrate
company has grown since 1986 into an award- capabilities in switching, wireless, broadband,
winning global brand with over 2000 employees IP surveillance, and cloud-based network
in more than 100 countries. D-Link remains management so that:
committed to providing the latest in Networking,
People can connect to richer online
Wi-Fi and Surveillance technology to consumers
experiences with peace of mind,
and businesses worldwide.
Businesses can connect to more customers
D-Link connects millions of people in their daily
and profit, and
lives. From powering hospital networks so that
life-saving operations can be carried out, to Cities can connect to safer, more energy-
simply running your Wi-Fi network at home so efficient urban environments.
you can enjoy streaming the latest movies to your
Whatever your networking needs, D-Link will
Smart TV or tablet, D-Link solutions are a part of
always provide the latest high-quality technologies
everyday life.
and services at affordable prices.
Today, D-Link is laying the foundations for a
We’ll help you Connect to More.
world that’s more connected, smarter, and more

10 / D-Link (India) Limited

 Introduction Statutory Reports / Financial Statements

Milestones & Achievements

D-Link becomes Taiwan’s
first networking company with
Datex Systems Inc. is founded a Taiwan Stock Exchange
to market network adapters. IPO (TAIEX code 2332).
Datex sets up its European D-Link International Pte. Ltd. D-Link starts
subsidiary, firmly establishing is set up in Singapore to manufacturing
its foothold in North American develop worldwide business operations in India.
and European markets. beyond Europe, the US, and
Greater China.

1986 1992 1994 1995

Datex Businessweek lists D-Link

Systems Inc. is as one of the Annual
renamed D-Link Global Top 100 Information Forbes lists D-Link as
Corporation. Tech Companies. one of the 300 best
small companies.

2003 2002 2001 1998

D-Link’s R&D and manufacturing D-Link India

arm spins off as independent becomes the Restructuring of India
D-Link is ranked #1 company Alpha Networks Inc. first Taiwanese
in SMB networking business.
company to do an
connectivity D-Link global consolidated IPO in India and D-Link receives the
2004 Outstanding Innovation Award
according to The revenues hit USD$1 billion. list on the Bombay
Synergy Research Stock Exchange. for Industrial Technology
D-Link receives five-star certification
Group. Advancement from the Ministry
from TÜV Rheinland STAR*.
of Economic Affairs, R.O.C.

2006 2007 2008 2009

D-Link is ranked as the
D-Link receives 6th most valuable Taiwan
D-Link partners with
the International Global Brand, with a brand
Microsoft to provide D-Link wins
Achievement Award value of USD$347 million.
Super Wi-Fi. the Taiwan
from Taiwan’s Excellence
2011
leading newspaper - D-Link announces
product integrations D-Link launches its first Gold Award.
The China Times. smart home products.
with Amazon Alexa.

2016 2015 2014 2012

D-Link announces D-Link redefines its strategy
D-Link releases the product integrations to focus on cloud cameras,
world’s first Apple with IFTTT ecosystem. portable routers, and wireless
HomeKit enabled camera. AC cloud routers in the consumer
D-Link announces space and unified wireless,
2017 partnership with Google D-Link’s mobile communication broadband router of smart switches, and integrated
Assistant. D-Link India DWR-2010 5G won the Innovation Award at CES. surveillance solutions for the
forays into CCTV business market.
Launched a new smart city solution at 2019 MWC.
surveillance segment.

2018 2019 2020 2021

DCS-1820LM receives IF Design Award. D-Link exhibited its latest

technologies and solutions, D-Link announced
COVR-2202 and DCS-1820LM receive the the worldwide
CES Innovation Award Honoree. including 5G, AI, Mesh and
802.11ax (Wi-Fi 6) at 2020 CES 1st Wi-Fi 6 USB Adapter
D-Link partners with McAfee to develop a D-Link debuted Eagle Pro AI
security router targeted at smart home owners. D-Link launched Group Temperature
Screening Camera Kit: DCS-9500T series product

Building Networks for People / 11

D-Link (India) Limited
Setting new standards of excellence in networking

D-Link (India) Limited is part of D-Link Corporation infrastructure. D-Link’s rich and robust product
which is a global leader in connectivity for portfolio adds value to businesses at each level of
homes, small businesses, medium to large sized their network infrastructure.
enterprises and service providers.
The Company’s wide product mix coupled with
The Company’s single-minded focus on excellent service support has led to a loyal and
innovation has led to the introduction of products rapidly growing customer base over the years. Its
that provide high-performance and cost-effective channel partners have been a steady companion
solutions to deliver better connectivity, security, in this journey, as they have endorsed D-Link with
efficiency, and cost savings for both home and confidence and enthusiasm. As a ‘channel centric’
office. An award-winning designer, developer, organization, D-Link ensures that its partners/
and manufacturer, D-Link implements and re-sellers are an integral part of its trade strategy.
supports unified network solutions that integrate This helps them grow, and sustain in dynamic
capabilities in switching, wireless, broadband market conditions.
storage, IP surveillance, cloud-based network
D-Link is aware of its role as an industry leader
management, and structured cabling.
and role model, adhering to its own brand as the
D-Link is a name to reckon with, in the Home and developmental core and is committed to providing
SMB/SME networking space on account of its customers with an unmatched networking
strong brand recall, heritage, extensive product experience through outstanding value, ease of
portfolio, wide spread nationwide distribution connectivity, and a human touch.
network and unparalleled support infrastructure.

D-Link is an end-to-end solution provider, offering

products that extend across all areas of network

12 / D-Link (India) Limited

 Introduction Statutory Reports / Financial Statements

Our Subsidiary: TeamF1 Networks

Developing cutting-edge customized embedded software
solutions
Established in 2012 in TeamF1’s field-proven firmware is running on
Hyderabad, TeamF1 Networks millions of devices across India. Across the world,
Pvt. Ltd. was acquired by there are thousands of Secure Gateway routers,
D-Link (India) Ltd in 2014 as a Cloud/on-site managed Wi-Fi Access point
wholly owned, independently operated, subsidiary. controller solutions running on TeamF1 firmware.
TeamF1 Networks is focused on R&D, within the
TeamF1’s customers include
domains of network security, Wi-Fi management,
D-Link, Reliance Jio, Radisys.
CPE devices and component software provider
It has earlier worked with
to many tier-one, Small and Medium Business
Cisco, Netgear & Checkpoint
networking equipment vendors, telcos & ISP’s and
as well. It also has experience
is based in Hyderabad, India.
of working with silicon
TeamF1’s mission is to be a pre-eminent supplier vendors like Broadcom,
of software intellectual property solutions to the Cavium, Intel, Lantiq,
embedded systems market through technological Qualcomm, MediaTek and Marvell. Its OEM/ODM
innovation, superior quality, and responsive experience includes major players like FiberHome,
support. Foxconn, Cameo, Arcadyan, Sercomm, Skyworth
and Alpha Networks.
TeamF1 focuses on high-performance Networking,
Security, Wi-Fi management, VPN software TeamF1 is well placed to be the perfect fit for
and all its products/solutions are developed on local networking product development and
in-house developed proprietary (TFOS)/Open manufacturing as Indian OEMs can harness the
Source (Debian/Open WRT) platforms. It supports strength of TeamF1 software to speed up domestic
customization, virtualization, solution hardening, product development. This would also be in line
and its software platforms are Silicon & ODM with the Government
agnostic. Its customers can mix and match of India’s ‘Make in Solutions provided by
components, extensions/enhancements and India’ drive. TeamF1 Networks
build custom firmware based on their specific
As a company
deployment needs and use case scenarios. Secure Gateway
driven by innovation, Solutions
The completely customised solutions of TeamF1 Networks
TeamF1 Networks encompass the breadth of understands the Managed Access
requirements for securely connecting devices: security needs of Point Solutions

from high-performance routing stacks, hardware each vertical and its

accelerated security protocols to intuitive device team goes the extra CPE Gateway
Solutions
management, bridging the gap between demand mile in providing
and supply in the network security space. cutting-edge solutions
customized to meet Cloud Managed
TeamF1 have vast experience in embedded Solutions
those needs.
systems and related technologies and is well
equipped to provide firmware to modern Wireless
networking devices with cutting-edge feature Mesh Tools

sets, including Ethernet, GPON and ADSl/VDSL.

Building Networks for People / 13

Consumer Solutions
For everything Wi-Fi, there’s D-Link!

Home network is not just about better Wi-Fi. It’s As a world-leading connected home technology
about making real connections to all that matters. provider we give our consumers a comprehensive
So, whether it’s a first timer setting up his/her range of connected home products which
very own home network, a power-user who needs work together to create their ideal smart home.
faster internet for a gamut of devices, or it may Moreover, we work with certified ecosystems to
be just expanding Wi-Fi coverage for a growing provide additional support in our products. D-Link
family, there’s a D-Link device that fits every home is truly laying the foundation for a world that is
perfectly. With our Consumer range we let people more connected.
connect to richer online experience, with great During the year, D-Link introduced new feature
peace of mind. D-Link offers the widest range of rich high-performance Gigabit Router in three
Home Networking Solution with – Wi-Fi Router, new variants, namely DIR-2150, DIR-1950
Wi-Fi Range Extenders, Whole Home Wi-Fi Mesh and DIR-1260 based on lightning fast 11AC
systems, Adapters, Switches and more. Wireless technology with the power to handle

AHD CCTV 4CH H.265+ DWR-920V Wireless

AX5400
2MP Lite DVR N300 4G LTE Router
Smart Wi-Fi 6 Router

14 / D-Link (India) Limited

 Introduction statutory Reports / Financial Statements

high-bandwidth intensive networking tasks like offer the best connection. At the same time, the
simultaneously streaming HD media, transferring AI Traffic Optimizer prioritizes the most critical
large files quickly, and allowing fast gaming internet usage for optimal online experience and
without lag or buffer. Further we have an extensive stability. AI Parental Control allows parents to
line up of Wi-Fi 6 products that are perfect for be completely in charge of their children’s online
smart homes filled with bandwidth-hungry devices activity like internet Pause / start, website filtering,
threatening to devour Wi-Fi capacity. So be it a managing multiple profiles, internet access
gaming enthusiast or those professionals Working scheduling, bedtime scheduling etc. thereby
from Home consuming high bandwidth – D-Link ensuring kids online safety is always prioritized.
with its Wi-Fi 6 Solution has them sorted. This Router also features the AI Mesh Optimizer,
which strengthens the connection between mesh
The launch of EAGLE PRO AI series was the
nodes to deliver seamless and reliable Wi-Fi. Now
landmark event of the year. Discerning home users
managing Wi-Fi is easier than ever before with the
know that it is critical to invest in a router that can
integrated AI Assistant as it continuously reviews
handle all their modern Smart Home requirements.
the network and monitors data usage, sending
The EAGLE PRO AI series is built to accomplish
recommendations and weekly reports to the
just that, with some amazing capabilities for
EAGLE PRO AI app. Backed by EAGLE PRO AI
today’s Smart Home users. In the very first launch
App this router brings intelligent one-touch set-up
phase of EAGLE PRO AI Series in India, D-Link
for seamless connectivity, along with a host of AI
introduced its R15 model that combines the latest
benefits. What’s more, the R15 is compatible with
Wi-Fi 6 technology with Artificial Intelligence (AI)
Google Assistant and Amazon Alexa, allowing
for incredible Wi-Fi coverage and speed.
users to use voice control to manage their network
Packed with cutting-edge AI features to keep easily and conveniently. D-Link will also expand
everyone connected, no matter what they’re doing its EAGLE PRO AI Series with more products
online D-Link EAGLE PRO AI Series optimizes featuring AI capabilities, thereby allowing its users
Wi-Fi, keeping network performance at peak all to experience the best of Wireless Network.
throughout, and allowing users to experience the
The ‘Passion to Innovate’ remains core to the
convenience of AI powered Wi-Fi Network.
D-Link team. Innovations like the EAGLE PRO AI
The R15 Eagle PRO AI Router is one of its kind, have made D-Link the trend-setter in the consumer
with a host of AI enabled features. The built-in market, and it continues to lead the industry by
AI Wi-Fi Optimizer continuously scans for the focusing on innovation and quality.
Wi-Fi channel with the least interference to always

Building Networks for People / 15

Enterprise Solutions
Giving your business the competitive advantage

For over 30 years, D-Link has been the preferred D-Link provides a complete IP Surveillance
partner in creating complete end-to-end solution, with a range of Cameras, Network Video
networking solutions that deliver real results for Recorders, and network infrastructure. It offers
your business. D-Link engineers research, design an extensive range of Fast Ethernet, Gigabit
and manufacture innovative, standards-based and 10 Gigabit Switches to suit every business
networking solutions that provide its customers needs. Its advanced, reliable and robust network
with secure, reliable, easy to manage high- security solutions prevent network disruption from
performance networks. internal and external threats like virus attacks,
unauthorised intrusion and harmful content and
D-Link’s Wireless, Switching, IP Surveillance,
are easy to install, manage and update.
Security and Cloud Management Solutions deliver
best-in-class performance for businesses. D-Link’s Nuclias is an end-to-end solution
offering enterprise-grade hardware, software, and
reliability needed to provide a seamless connected
experience – indoors and outdoors. The power
of Nuclias can be leveraged to conveniently and
cost-effectively automate, monitor, manage, and
scale wireless networks.

During the year, D-Link introduced two Wi-Fi 6

Access Points DAP-X2810 and DAP-X2850, that
are designed for smoother and uninterrupted Wi-Fi
experience for bandwidth intensive applications,

16 / D-Link (India) Limited

 Introduction Statutory Reports / Financial Statements

especially in high density network environments. These newly introduced Wi-Fi 6 Access Points
Empowering Small to Medium sized Businesses, are designed to solve connectivity issues better
these newly launched Access Points provide far than ever before for key business sectors that
superior speed powered by Wi-Fi 6 and reliability are experiencing a growing number of users and
with Nuclias Connect (D-Link’s free software devices.
platform).
D-Link continues to broaden its Enterprise product
D-Link DAP-X2810 and DAP-X2850 are portfolio in its endeavour to position itself as a
gen-next devices that incorporate the latest Wi-Fi leading Enterprise networking brand.
6 standard, designed for operation in both the 2.4
GHz and 5 GHz spectrums, provide more reliable
and consistent connections over a longer range.
In addition to enhanced security with support for
WPA3 Enterprise wireless encryption, the new
access points also provide PoE support, Airtime
Fairness to efficiently share coverage among
clients, and Band Steering for efficient traffic
management

The new DAP-X2810 is also Wi-Fi 6 enabled, which

means that it delivers greater network efficiency,
lower latency and nearly two times the capacity of
previous Wi-Fi standards.

D-Link’s Nuclias Connect centralized network management platform

allows businesses to manage the new access points and optimize
operations and productivity. Nuclias Connect is a free, intuitive
software-based platform designed for on-premises (Single-site)
or private-cloud (Multiple-sites) network management, offering
cost-effective scalability and privacy for SMBs, Education
Campuses, Government, Enterprises, Hospitality
and Retail customers. It offers different
levels of flexibility that suits the needs of
any business, as one can install Nuclias
Connect software on a Windows or Linux
computer or host it on a virtual server in
the cloud which then allows support for up
to 1,500 Access Points.

Building Networks for People / 17

Distribution and Service Infrastructure
Providing World-Class Support to Customers

Customer satisfaction has always been accorded D-Link (India) Limited ensures that its products
the highest priority at D-Link and the Company and services are accessible throughout the
is committed to providing a high standard of country. The Company goes to the market through
service and support to its customers. It has made multiple channels and its customer base ranges
significant investments in setting up a nationwide from large corporations to SMBs and SOHOs to
distribution and service infrastructure to make its individual homes.
products available as well as meet the customer
D-Link nurtures a partner-centric business
demand for service.
model with a strong network of distributors and
system integrators spread across the country.
The distribution and service network are fully
geared, as the Company has invested much time
and energy to ensure that they are equipped
with extensive knowledge and a thorough
understanding of D-Link products, and their
capabilities. Imparting relevant training and
keeping our support team updated with regular
tech developments is key to ensuring a satisfied
customer network.

D-Link India’s robust distribution structure of 4

National Distributors, 80+ Business Distributors,
and over 15000+ resellers ensure that our
products are available even in the remotest parts
of the country.

18 / D-Link (India) Limited

 Introduction statutory Reports / Financial Statements

To serve our customers in a holistic way, D-Link

India has invested in state of-the-art support
infrastructure for both consumers and enterprises,
which includes 11 D-Link own Service Centers,
Partner Collection Points in 220+ cities and logistic
support in 500+ cities. D-Link Technical Support
Centers (DTSC) is manned by 70+ highly skilled
engineers providing L1~L3 support for all our retail
and enterprise customers.

D-Link (India)
Limited has
l a u n c h e d
unique service
programs to meet every demand. For Enterprise
there is D-Link Care support program to insure
As the market grows and newer and more
the Customer infrastructure and SLA to manage
sophisticated products are introduced, D-Link
their operations. For
is further enhancing and extending its service
CCTV Products, we
infrastructure to support the growing number
have D-Link Express
of D-Link devices. While competitive pricing is
Service to support
a key attribute for value conscious consumers,
speedy replacement
increasing product differentiators and providing a
at their door step.
high standard of service and support will ensure
Further, D-Link Technical Support Center (DTSC) D-Link’s position as a preferred networking
is manned by qualified engineers who are ready solution provider.
to address customers’ queries with regards to
set-up, installation, basic and advanced D-Link
configuration of all our products. The dynamic Service in
support team at DTSC is divided into Level 1, Numbers
Level 2, and Level 3 category of engineers handling
the support needs of all our retail and enterprise 34+
WALK-IN
70+
TRAINED
customers. Our customers can also interact with SERVICE MANPOWER
CENTERES
the technical experts present across various PAN INDIA
centers and have hands-on product experience
15+
with live demos. 130+
LOCATIONS
COURIER
COMPANIES
COVERED ON BOARD
It is a matter of great pride for the organization
that its TCE (Total Customer Experience) score
has consistently been above 95%. Undoubtedly,
220+
PARTNER 6
COLLECTION ROHS BGA
the Company’s support standards are comparable CENTERS MACHINES
with the best in the networking domain.

Building Networks for People / 19

Corporate Social Responsibility
Playing the role of a responsible corporate citizen

The objective of the Company’s CSR policy

is to participate in activities which focuses on
Community Care, Healthcare and Education
through skill training & livelihood for youth.
Through its CSR activities D-Link makes a
constructive contribution
to the community and
helps in bringing about
progressive change in
society.

Community Care: D-Link supports organisations

that work towards the upliftment of the
underprivileged, including people with disabilities.

Healthcare: D-Link works closely with institutions

that provide subsidized healthcare service to the
socially marginalized and deprived sections of the
society.

Education: The Company supports schools and

educational institutions that reach out to indigent
students and supports them in pursuing their
dreams for a better future.

20 / D-Link (India) Limited

 Introduction statutory Reports / Financial Statements

Our healthcare initiatives

• Sponsored a free vaccination drive in • Contributed to Lata Mangeshkar Medical
association with Surana Hospital and Foundation for the acquisition of ultrasonic
Celebration Sports Club, Lokhandwala, bone scalpel UBS device with oscillating
Andheri. Mumbai where a large number of metal tip developed specifically for bone
indigent and underprivileged people got cutting.
vaccinated.
• Sponsored an ambulance for the Lion’s
• Donated advanced life support ambulance Club of Dabolim, Goa.
to Arogya Nidhi, a multispecialty Hospital
• Contributed to Dr. Hedgewar Rugnalaya,
located in Juhu, Mumbai. The donation was
Dr. Babasaheb Ambedkar Vaidyakiya
made through Shree Multan Seva Samiti,
Pratisthan, Aurangabad, for purchase of
the implementation agency of the Company.
medical equipment (laryngoscope and
• Continues to support A.K. Munshi Yojana, nerve stimulator for anesthesia).
a 57-year-old voluntary organization (NGO)
which works for the welfare of the weaker
• Sponsored a computer lab for Keshav
Smruti High School at Vasco, Goa
sections of society and empowerment of
women, children and mentally challenged. • Donated Oxygen Concentrators to Rotary

• Contributed to Centro Educador Society Club of Panaji Mid-Town, Goa

towards the construction of a school • Donated Power Backup, DG set for Sneha
building Shiksha Sadan located in a rural Mandir a home for aged and senior citizens
area of Ponda, Goa. at Ponda, Goa.

Building Networks for People / 21

Make in India
Gearing Up for the Next Level of ‘Make in India’

The ‘Make in India’ initiative was launched with the emphasis on contract manufacturing helps in risk
primary goal of giving a boost to the manufacturing mitigation as well.
sector and spur the growth of the economy as
We have yet another advantage. Our subsidiary
well as boost employment opportunities in the
TeamF1 Networks specializes in providing
country. Led by the Department of Industrial
embedded software solutions to hardware
Policy & Promotion, the initiative aims to raise the
manufacturers and are able to assist them in
contribution of the manufacturing sector to 25%
developing products as per our needs.
of GDP from the present 16% by 2025.
Our focus on the ‘Make in India’ mission has been
There is a significant transformation taking place
growing steadily. Today, a substantial percentage
in the ICT sector. Adoption of China Plus One
of our products are sourced through contract
Policy along with Production Linked Incentives
manufacturers, and we are targeting to take this
(PLI) schemes has put local manufacturing in the
share to maximum.
forefront, and this has led to a global shift toward
‘Make in India’ products. At D-Link India, we We are committed to taking our support to ‘Make in
took a conscious decision to commit ourselves India’ to greater heights as contact manufacturing
wholeheartedly to the ‘Make in India’ movement. leads to growth in manufacturing sector with
We have made substantial progress in this mission multiplier effect on the economic growth and more
and today the bulk of our products are designed job creation in our country.
and manufactured in India. We work closely with
contract manufacturers and provide them with
design and development support. We have cut
down imports and steadily increased the share
of locally manufactured products. Further our

22 / D-Link (India) Limited

 Introduction Statutory Reports / Financial Statements

Board of Directors

Hung-Yi Kao Tushar Sighat

Chairman Managing Director & CEO

Mr. Hung-Yi Kao (Mr. Howard Kao) has over 13 years of Mr. Sighat has over 31 years of rich experience in the IT industry. He joined D-Link as the
experience in the IT industry. Mr. Kao’s career started CEO in 2011 and played a crucial role in overcoming the turbulent phase of the demerger
in 2004 with a Start-up Company TelTel as a front-end and winning back the confidence of customers, partners and employees.
web developer. As MD & CEO, he is responsible for driving D-Link’s growth and plays a strategic role in
Mr. Kao joined D-Link in 2009 and held roles such as strengthening its position as a leader in networking industry. Under his dynamic leadership,
mydlink front-end web developer and product manager D-Link has continued to soar to new heights of success and has grown manifold.
for the wireless controller/AP product line. Mr. Kao also Mr. Tushar Sighat is also the Chairman of D-Link’s subsidiary, TeamF1 Networks Pvt. Ltd.
worked closely with TeamF1 Networks to co-ordinate Industry bodies across the globe have taken note of Mr. Sighat’s exemplary leadership
operations with D-Link product teams. capabilities and he has been the recipient of numerous awards including the prestigious
‘CEO of the Year’ award at the CMO-Asia-World Brand Congress 2014.
His immense understanding of business across various industry segments along with
effective leadership, superb management skills, consultative approach and strategic
planning, makes him an excellent strategist. Mr. Sighat is a qualified BE in Electronics
and Telecom.

Rajaram Ajgaonkar
Independent Director
Satish Godbole
Independent Director
Mr. Rajaram is a Chartered Accountant in practice with
43 years of post qualification experience. He is also
qualified as LLB (Gen) from Government Law College
in Mumbai. Mr. Satish Godbole is a Chartered Accountant in practice with 41 years of experience;
He is specialized in Company Law, Mergers & Amalgamation and FEMA.

Madhu Gadodia Mukesh Lulla

Independent Director Non-Executive Director

Ms. Madhu Gadodia, the partner of Naik Naik & Company, Mr. Mukesh Lulla brings to the Board a unique blend of technical expertise and savvy
is a legal practitioner in the area of Technology Media entrepreneurial skills. As a veteran in global technology marketing and business development,
and Telecommunications (TMT) space and has advised he is eminently qualified to shape the high-level direction of the company’s technology
on a number of film productions and major television investments.
shows. She has structured investment and production He holds a Master’s degree in Electrical Engineering from the University of Southern
deals for more than 200 films in India. California (USA), and a Bachelor’s degree in Electronics Engineering from N.I.T. Surat.
Madhu has represented clients litigations on copyright, Mr. Mukesh Lulla also co-founded TeamF1 Inc., a leading provider of security software
trademark, film certification before Supreme Court, pan for connected devices. Under his leadership as CEO, TeamF1 grew from a two-person
India High Courts, CCI and TDSAT. company to a world-wide leader in the security software space. He was responsible for
She has a honors degree in Science and holds a its vision, strategy implementation and execution.
Bachelor’s degree in Law. Madhu is an accomplished Mr. Mukesh Lulla has been awarded several patents related to programmable silicon
media commentator. and software algorithms in the field of embedded networking technology and security.

Building Networks for People / 23

Corporate Information
Board of Directors Corporate Information
(as on March 31, 2022)
Mr. Hung-Yi Kao - Non-Executive Chairperson
D-LINK (INDIA) LIMITED
Mr. Tushar Sighat - Managing Director & CEO CIN: L72900GA2008PLC005775
Mr. Mukesh Lulla - Non-Executive Director Category of the Company: Public Company
Mr. Rajaram Ajgaonkar - Independent Director
Mr. Satish Godbole - Independent Director Managing Director & CEO:
Ms. Madhu Gadodia - Independent Director Mr. Tushar Sighat

Committees of the Board Company Secretary & Compliance Officer:

Audit Committee: Mr. Shrinivas Adikesar
Mr. Rajaram Ajgaonkar (Chairman)
Mr. Satish Godbole Chief Financial Officer:
Mr. Hung-Yi Kao
Mr. Vinay Joshi
Ms. Madhu Gadodia
Nomination & Remuneration Committee: Statutory Auditors:
Mr. Satish Godbole (Chairman) BSR & Co. LLP
Mr. Rajaram Ajgaonkar 5th Floor, Lodha Excelus,
Mr. Hung-Yi Kao
Apollo Mills Compound,
Ms. Madhu Gadodia
N. M. Joshi Marg, Mahalaxmi,
Corporate Social Responsibility Committee: Mumbai – 400 011
Mr. Tushar Sighat (Chairman)
Mr. Rajaram Ajgaonkar Corporate Office:
Mr. Satish Godbole Kalpataru Square, 2nd Floor,
Ms. Madhu Gadodia Unit 24, Kondivita Lane,
Mr. Mukesh Lulla Off Andheri Kurla Road,
Stakeholders Relationship Committee: Andheri (E),
Mr. Satish Godbole (Chairman) Mumbai - 400059
Mr. Rajaram Ajgaonkar Tel: +91-22-2921 5700
Ms. Madhu Gadodia Fax: +91-22-2830 1901
Mr. Tushar Sighat Website: www.in.dlink.com
Risk Management Committee:
Mr. Tushar Sighat (Chairman)
Mr. Rajaram Ajgaonkar
Mr. Mukesh Lulla
Mr. Howard Kao

Shareholders Correspondence should be addressed to:

Registered Office & Contact details: Registrar & Transfer Agent:
D-Link (India) Limited KFIN Technologies Ltd.
Plot No. U02B, Verna Industrial Estate, (formerly KFin Technologies Pvt Ltd)
Verna, Salcette, Selenium, Tower B, Plot No. 31 & 32,
Goa - 403722 Financial District, Nanakramguda,
Tel: 0832-2885800 Serilingampally, Hyderabad - 500032
Fax: 0832-2885823 Toll Free No.: 1-800-309-4001
E-mail: shares@dlink.co.in E-mail: einward.ris@kfintech.com

24 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Directors’ Report
To,
The Members,
The Board of Directors of your Company take pleasure in presenting the Fourteenth Annual Report together with Balance Sheet and
Statement of Profit and Loss for the financial year ended 31st March 2022.

1. Financial Results (Standalone and Consolidated)

(` in Lakhs)
Standalone Consolidated
Particulars
FY 2022 FY 2021 FY 2022 FY 2021
Revenue from operations 90,383.71 71,067.57 91,832.43 72,654.69
Other income 563.61 597.46 658.19 684.77
Total Revenue 90,947.32 71,665.03 92,490.62 73,339.46
Finance costs 38.27 63.29 49.09 86.40
Depreciation 372.56 386.83 522.48 544.40
Total expenses 85,095.66 67,248.64 86,229.14 68,469.03
PBDIT 5,851.66 4,416.39 6,261.48 4,870.43
PBT 5,440.83 3,966.27 5,689.91 4,239.63
Tax expense 1,394.26 1,034.08 1,461.14 1,104.74
Profit for the year 4,046.57 2,932.19 4,228.77 3,134.89
Earnings per equity share 11.40 8.26 11.91 8.83
The financial statements for the year ended on 31 March 2022 has been prepared in accordance with the Indian Accounting
st

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 31st March 2022.
The consolidated financial statements of your Company for the financial year 2021-22 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 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 available at the Registered Office of the
Company for inspection during office hours.
2. State of Company’s Affairs:
During the financial year 2021-22, your company posted standalone gross revenue of ` 90,947.32 as compared to ` 71,665.03
lakhs in the previous year. The standalone profit before depreciation and tax stood at ` 5,851.66 Lakhs as compared to ` 4,416.39
Lakhs in the previous year.
The Profit After Tax for the year 2021-22 was ` 4,046.57 Lakhs as against ` 2,932.19 Lakhs in the previous year.
The unprecedented health crisis triggered by the COVID-19 pandemic not only posed a significant threat to human life but also
impacted livelihood. The operations of the Company were managed in an efficient manner during the year despite the controlled
COVID-19 environment. All COVID-19 protocols and compliances have been strictly followed.
During the year under review, there is no change in 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.

Building Networks for People / 25

 Directors’ Report

3. Dividend and Reserves:

The Board of Directors has decided not to transfer any amount to the General Reserves, out of the profits made during the current
financial year.
Your directors have recommended for your consideration the payment of final dividends of ` 3/- per share (previous year ` 1.80/-
per share) for the year ended 31st March 2022 (i.e. @ 150% on the paid-up equity capital) to be paid, if approved at the Fourteenth
Annual General Meeting.
4. Share Capital:
During the year under review, the total paid-up share capital of the Company stood at ` 71,009,700/- consisting of 35,504,850
equity shares of ` 2/- each. The Company has not issued shares with differential voting rights, employee stock options and sweat
equity shares. The Company has paid Listing Fees for the financial year 2021-22 to each of the Stock Exchanges, where its equity
shares are listed.
5. Details of Subsidiary Company:
TeamF1 Networks Private Limited (TeamF1) is a provider of networking and security software for embedded devices with immense
experience. TeamF1 provides network security, WiFi management, CPE turn-key and component software using platform
TFOS™. TeamF1 Networks specializes in developing high-performance networking and security software products, which help in
future-proofing the digital network connectivity and security roadmap for embedded devices.
TeamF1 earned revenue of `1543.30 lakhs as compared to `1,674.43 lakhs in the previous fiscal year. The profit before tax stood
at `249.08 Lakhs as compared to `273.36 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 Obligations and Disclosure Requirements) Regulations 2015, and the policy is posted on the
website of the Company under the web link http://www.dlink.co.in/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:
The Annual Return of the Company for the financial year ended 31st March 2022 is available in our website under investors section.
http://www.dlink.co.in/corporate/investor/
7. Directors and Key Managerial Personnel:
a) Details of Directors reappointment at the ensuing Annual General Meeting (AGM):
In pursuance of section 152 of the Companies Act, 2013, at-least two-third 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) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking
shareholders’ approval for his re-appointment forms part of the AGM Notice.
b) 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 (the Act):
1. Mr. Tushar Sighat - Managing Director & CEO
2. Mr. Vinay Joshi –Chief Financial Officer
3. Mr. Shrinivas Adikesar - Company Secretary
c) 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 Obligations and Disclosure Requirements) Regulations, 2015.

26 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Directors’ Report

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise
and they hold 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, four meetings of the Board of Directors were held. The details of the meetings of the Board are
furnished in the Corporate Governance Report which is attached to this Report. The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
Also, pursuant to provisions of part VII of the Schedule IV of the Companies Act, 2013 and regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of Independent Directors was held on
25th March 2022 for transacting the business enumerated under the said provisions.
9. Annual Evaluation of Board:
In pursuance of section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI (Listing Obligations
and Disclosure Requirements) 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, 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 evaluation carried out during the year.
10. Audit Committee:
In pursuance of Section 177 of the Companies Act, 2013 read with the rules made thereunder and regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly constituted the Audit Committee
consisting of 4 Non-Executive Directors with majority being Independent Directors including the Chairman of the Committee.
The terms of reference of Audit Committee are as mentioned in Section 177 of the Companies Act, 2013 and part C of Schedule
II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detailed terms of reference, constitution
and other relevant details of Audit Committee have been given in Corporate Governance Report forming part of this Report.
Further, in terms of section 177 (8) of the Act, it is stated that there were no such instances where the Board of Directors have
not accepted the recommendations of the Audit Committee during the year 2021-22.
11. Nomination and Remuneration Committee:
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 Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors have duly constituted Nomination and Remuneration Committee.
Further, the Board of Directors on the recommendations of the Nomination and Remuneration Committee, have 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 affirmed that the remuneration paid to Directors, Senior Management and all other employees is as per the Remuneration
Policy of the Company.
The 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.

Building Networks for People / 27

 Directors’ Report

12. Stakeholders Relationship Committee:

Pursuant to Section 178 (5) of the Companies Act, 2013 and regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has duly constituted “Stakeholders Relationship Committee”. The detailed terms of
reference, constitution and other relevant details of Stakeholders Relationship Committee has been given in Report on Corporate
Governance forming part of this Report.
13. Vigil Mechanism/Whistle Blower Policy:
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 company’s code of conduct and other improper practices or wrongful conduct by employees or directors
of the Company. The salient features of the policy have been detailed in the Report on Corporate Governance forming part of
this Report. The Vigil Mechanism / Whistle Blower Policy has been posted and is available on the website of the Company at
http://www.dlink.co.in/pdf/Whistle%20Blower%20Policy.pdf.
During the year under review, the Company through Audit Committee has not received any complaints relating to unethical
behavior, actual or suspected fraud or violation of company’s code of conduct from any employee or directors.
14. Risk Management Policy:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Company has formulated and implemented the Risk Management
Policy. The Audit Committee has oversight in the area of financial risks and controls. The objective of the Risk Management
Policy is to identify the risks impacting the business and formulate strategies / policies aimed at risk mitigation as part of risk
management. The Company has formed Risk management Committee at the Board Meeting held on 29th May 2021 in compliance
with the SEBI LODR Amendment Regulation 2021.
15. Statutory Auditors:
Pursuant to provisions of Section 139 of the Act 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) (‘BSR’), as the Statutory
Auditors of the Company for a period of 5 years commencing from the conclusion of 10th AGM till the conclusion of 15th AGM.
The Report given by M/s B S R & Co. LLP, Chartered Accountants on the financial statement of the Company for the year
2021-22 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.
The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of
Auditor’s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor’s appointment is
not included in the Notice of the ensuing Annual General Meeting.
16. Cost Audit:
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.
17. Secretarial Audit Report:
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
2021-22 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 as Annexure – III to this report. There is
no qualification, reservation or adverse remark in secretarial audit report.

28 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Directors’ Report

18. Deposits:
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.
19. Particulars of loans, guarantees or investments:
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.
20. Particulars of contracts or arrangements with related parties:
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 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. 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 is in compliance with the applicable
provisions of the Act and the SEBI Listing Regulations. All Related Party Transactions are placed before the Audit Committee for
prior approval.
The disclosures as required under AS-18 have been made in Note 40 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:
http://www.dlink.co.in/pdf/RELATED%20PARTY%20POLICY.pdf
21. Details on Internal Financial Controls related to Financial Statements:
Your Company has put in place adequate internal financial controls with reference to the financial statements for the fiscal
2021-22. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and
nature of the business of the Company.
22. Material Changes and Commitments, if any, affecting the Financial Position 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.
23. Prevention and Redressal of Sexual Harassment at Workplace:
The Company has formulated and implemented a policy on prevention, prohibition and redressal of sexual harassment of women
at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 read with the rules made thereunder. The Company has also constituted Internal Committee as per requirements of
the above Act.
During the financial year 2021-22, the committee has neither received any complaints nor were any cases pending as of
31st March 2022.
24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy:
Your 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 reduction of energy consumption. Adequate measures have, however, been
taken to conserve energy by way of optimizing usage of power.

Building Networks for People / 29

 Directors’ Report

B) Technology absorption:
Your Company continues to use the latest technologies for improving 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) Foreign exchange earnings and outgo:
Total foreign exchange earnings and outgo is given below;
(` in Lakhs)

Particulars FY 2020-21 FY 2021-22

Expenditure in Foreign Currency
CIF & FOB value of imports 28,437.61 30,530.70
Royalty 706.28 1,065.19
Reimbursement of Service charges 218.16 175.27
Dividend Paid 181.15 326.06
Others 36.43 2.69
Total 29,579.63 32,099.91
Earning in foreign Currency
CIF & FOB value of Exports 1,875.80 1,028.77
Reimbursement income 1.87 -
Total 1,877.67 1,028.77

25. Corporate Social Responsibility (CSR):

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 `84.07 Lakhs for the Financial Year 2021-22 towards Corporate Social Responsibility (CSR)
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 (CSR) are set out in Annexure-V.
The CSR Policy of the Company has been posted on the website of the Company at:
http://www.dlink.co.in/corporate/investor/pdf/CSR-Policy.pdf
26. Details of Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status and Company’s operations in future:
There was no significant and material order passed by any regulator or court or tribunal impacting the going concern status of
the Company and its future operations.
27. Business Responsibility Report
In compliance with Regulation 34(2)(f) of SEBI LODR Regulations, your Company has included Business Responsibility Report
(“BRR”), as part of the Annual Report, describing initiatives taken by the Company from an environmental, social and governance
perspective.
28. Management Discussion and Analysis Report:
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 Obligations and Disclosure Requirements) Regulations, 2015, is appended to this Report.
29. Corporate Governance:
As required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on
Corporate Governance as well as the Auditors’ Certificate regarding compliance of conditions of Corporate Governance forms
a part of this Report.

30 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Directors’ Report

30. Transfer of dividend and underlying shares to Investor Education and Protection Fund:
a) Transfer 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, ` 1.29 Lakhs for FY 2013-14 declared
during the FY 2014-15 which remained unpaid or unclaimed was transferred to the IEPF Authority in FY 2021-22.
b) Transfer 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 3753 Equity Shares of face value of `2/- each to the
demat account of the IEPF Authority during FY 2021-22. The Company had sent notice to last known address to the Members
whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisement in this regard.
The eligible members are requested to submit claim with the IEPF Authority by online application in the prescribed web-Form
IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with
requisite documents enumerated in the web-Form IEPF-5. No claims shall lie against the Company in respect of the amounts so
transferred.
31. Directors’ Responsibility Statement:
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 31st March 2022, the applicable accounting standards
had been followed along with proper explanation relating to material departures.
b) the directors 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 31st March 2022 and
of the profit of the Company for that period;
c) the directors 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 directors had prepared the annual accounts on a going concern basis.
e) the directors 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 directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
32. Acknowledgements:
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 customers,
vendors, investors, for their continued support.
For and on behalf of the Board of Directors

Tushar Sighat Satish Godbole

Managing Director & CEO Director
DIN: 06984518 DIN: 02596364
Mumbai, Dated: April 26, 2022

Building Networks for People / 31

Form AOC-1 Annexure I

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part “A”: Subsidiaries

(Amount in ` Lakhs)
Sl. No. Particulars Details
1 Name of the subsidiary Company TEAMF1 NETWORKS PRIVATE LIMTED
2 The date since when subsidiary was acquired May, 2014
Reporting period for the subsidiary if different from the holding company’s
3 Not Applicable
reporting period
Reporting currency and Exchange rate as on the last date of the relevant
4 Not Applicable
Financial year in the case of foreign subsidiaries
5 Share capital 1.05
6 Reserves & surplus 1,681.96
7 Total assets 1853.34
8 Total Liabilities 170.33
9 Investments 1193.76
10 Turnover 1,543.30
11 Profit before taxation 249.08
12 Provision for taxation 66.88
13 Profit after taxation 182.20
14 Proposed Dividend Nil
15 % of shareholding 99.99%
Notes:
1. Names of subsidiaries which are yet to commence operations : Nil
2. Names of subsidiaries which have been liquidated or sold during the year: Nil

Part “B”: Associates and Joint Ventures

There are no other associates or joint ventures of the Company.
For and on behalf of the Board of Directors

Tushar Sighat Satish Godbole

Managing Director & CEO Director
DIN: 06984518 DIN: 02596364

Vinay Joshi Shrinivas Adikesar

Chief Financial Officer Company Secretary
Mumbai, Dated: April 26, 2022 Membership No. 102223 Membership No. A 20908

32 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Managerial Remuneration Annexure II

Details pursuant to the provisions of section 197(12) of the Companies act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
2021-22 is as below;
Sr. No. Name of the Director Ratio of remuneration of director to the Median remuneration
1 Mr. Hung-Yi Kao 1.03:1
2 Mr. Tushar Sighat 52.51:1
3 Mr. Mukesh Lulla 0.7:1
4 Mr. Rajaram Ajgaonkar 1.35:1
5 Mr. Satish Godbole 1.21:1
6 Ms. Madhu Gadodia 1.21:1

b) the percentage increase in remuneration of each Executive Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year 2021-22;
Sr. No. Name of the Director Increase %
1 Mr. Tushar Sighat 22.6
2 Mr. Vinay Joshi 25.5
3 Mr. Shrinivas Adikesar 27.3

c) Increase in median remuneration of the employees in the financial year 2021-22 is 11.62 %
d) There were 279 permanent employees on the rolls of company as on March 31, 2022.
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof;
- 14.59% increase in average remuneration of all employees excluding managerial persons in the financial year 2021-22 as
compared to the financial year 2020-21.
f) Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed
that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy
of the Company.
g) The statement of the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section
136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in
obtaining a copy of the same may write to the Company Secretary.

For and on behalf of the Board of Directors

Tushar Sighat Satish Godbole

Managing Director & CEO Director
DIN: 06984518 DIN: 02596364
Mumbai, Dated: April 26, 2022

Building Networks for People / 33

Form MR-3 Annexure III

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2022
[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To the Members,
D-LINK (INDIA) LIMITED.
Plot No. U02B, Verna Industrial Estate,
Verna, Salcette, Goa - 403 722
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by D-LINK (INDIA) LIMITED. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct
of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended
31st March, 2022 (hereinafter referred to as the “Audit Period”) generally complied with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended 31st March, 2022 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment (provisions of external commercial borrowing and Overseas Direct Investment not applicable to the Company during the
Audit Period);
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable
to the Company during the audit period);
d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(Not applicable to the Company during the audit period);
e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable
to the Company during the audit period);
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021(Not applicable to the Company
during the audit period); and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during
the audit period).
vi. As confirmed and certified by the management, there are no sector specific laws applicable to the Company.
I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with Stock Exchanges read with the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.

34 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

I further report that -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors, including Women Director as prescribed. The changes in the composition of the Board of Directors that took
place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings including committees thereof along with agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the Directors.
The decisions were carried unanimously.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the Company is having pending litigation as disclosed in Note No.36 to the financial
statements.

Place : Panaji, Goa

Date : April 26, 2022
Shivaram Bhat
Practising Company Secretary
ACS10454 CP7853 PR1775/2022
UDIN: A010454D000211787
This Report is to be read with my letter of even date which is annexed as Annexure A and Forms an integral part of this report.
Due to restricted movement amid COVID-19 pandemic, we conducted the secretarial audit by examining the Secretarial Records
including Minutes, Documents, Registers and other records etc., and some of them received by way of electronic mode from the
Company and could not be verified from the original records. The management has confirmed that the records submitted to us are
the true and correct. This Report is limited to the Statutory Compliances on laws / regulations / guidelines listed in our report of which,
the due date has been ended/expired on or before March 31, 2022 pertaining to Financial Year 2021-22.
‘ANNEXURE A’
(My report of even date is to be read along with this Annexure.)

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an
opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Account of the company.
4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. My examination was limited to the verification of procedures on test basis.
6. The secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.

Place : Panaji, Goa

Date : April 26, 2022
Shivaram Bhat
Practising Company Secretary
ACS10454 CP7853 PR1775/2022
UDIN: A010454D000211787

Building Networks for People / 35

Form No. AOC-2 Annexure - IV

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section
(1) of section 188 of the Companies Act, 2013 including certain arms-length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis: - Not Applicable
2. Details of material contracts or arrangement or transactions at arm’s length basis;

Sr. Name(s) of Nature of Nature of Duration of Salient terms of Date(s) of Amount

No. the related relationship contracts/ the contracts/ the contracts or approval by paid as
parties arrangements/ arrangements/ arrangements the Board, if advances,
transactions transactions or transactions any if any
including the
value, if any:
1. D-Link Ultimate Purchase/ Sale The The transactions The Board Nil
Corporation Holding of traded goods Transactions are in the ordinary of Directors
Company or materials, are ongoing. course of business and Audit
& Fellow Services and and at arm’s length Committee
2. D-Link Subsidiary. payment of considering that approved the
International Royalty. transactions are transactions at
Pte. Ltd. entered into as per their meetings
transfer pricing held on
arm’s length norms. June 27, 2020
For value and other and
details refer note 40 May 29, 2021.
of the standalone
Financial Statement.

For and on behalf of the Board of Directors

Tushar Sighat Satish Godbole

Managing Director & CEO Director
Mumbai, Dated: April 26, 2022 DIN: 06984518 DIN: 02596364

36 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Annual Report on CSR Activities Annexure - V

1. Brief Outline of CSR Policy

The Board of Directors upon the recommendation of the Corporate Social Responsibility Committee have identified the areas
listed in Schedule VII of the Companies Act, 2013 for carrying out its CSR activities:
D-Link believes in inclusive growth to facilitate creation of a value-based and empowered society through continuous and
purposeful engagement of society around. Our commitment to CSR is focused on initiatives that make a constructive contribution
to the community and encourage sustainable development. The projects/programmes may be undertaken by an Implementation
Agency or the Company directly provided that such projects/programmes are in line with the activities enumerated in
Schedule VII of the Companies Act, 2013.
2. Composition of CSR Committee for the year ended March 31, 2022
The Corporate Social Responsibility (CSR) Committee comprises of the following members:
Corporate Social Responsibility Committee meetings
Name of the Director Category
May 29, 2021 July 31, 2021 November 1, 2021 February 5, 2022
Mr. Tushar Sighat Chairman Executive Director √ √ √ √
Mr. Mukesh Lulla Member Non-Executive Director √ √ √ √
Mr. Rajaram Ajgaonkar Member NED & Independent Director √ √ √ √
Ms. Madhu Gadodia Member NED & Independent Director √ √ √ √
Mr. Satish Godbole Member NED & Independent Director √ √ √ √

3. The detailed Corporate Social Responsibility Policy is available on the website of the Company at http://www.dlink.co.in/pdf/CSR-Policy.pdf
4. Impact assessment of CSR project: Not Applicable.
5. Details of the amount available for set off and amount required for set off for the financial year, if any
Sr. Amount Available for set-off Amount required to be set-off for
Financial Year
No. From Proceeding Financial Year (in `) Financial Year (in `)
1 2021-22 - -

6. Average Net Profits

The average profits, i.e. profits before tax of the Company during the three immediately preceding financial years was ` 4,203.32 Lakhs
7. (a) Two percent of average net profit of the company as per section 135(5): ` 84.07 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial year: Nil
(c) Amount required to be set off for the financial year, if Any: Nil
(d) Total CSR obligation for the financial year (7a+7b- 7c).: ` 84.07 Lakhs
8. (a) CSR amount spent or unspent for the financial year:

Amount Unspent (in `)

Total Amount
Spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under
Financial Year CSR Account as per section 135(6) Schedule VII as per second proviso to section 135(5)
(in `)
Amount Date of transfer Name of the Fund Amount Date of transfer
`84.10 Lakhs - - - - -

Building Networks for People / 37

 Annual Report on CSR Activities

(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item from the Local Location of Project Amount Amount Amount Mode of Mode of
No. of the list of activities area the project duration allocated spent transferred to Implementation Implementation
Project in Schedule VII (Yes/ for the in the Unspent CSR - Direct - Through
to the Act No) project current Account for the (Yes/No) Implementing
(in `) financial project as per Agency
State District Year Section 135(6) Name CSR
(in `) (in `) Registration
number
1. NA
2.

(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sl. Name of the Project Item from the list of Local Location of Amount spent Mode of Mode of implementation - Through
No. activities in schedule VII area the project for the project implementation - implementing agency
to the Act (Yes/ State District (in `) Direct (Yes/No) Name CSR registration
No) number
1 COVID -19 Promoting Healthcare Yes Mumbai ` 5.37 Lakhs Yes Surana NA
Vaccination Maharashtra Hospital
2 Dialysis machines Promoting Healthcare Yes Mumbai ` 8.92 Lakhs No Lions Club CSR00015186
Maharashtra Dahisar
3 Help to differently Promoting Education Yes Mumbai ` 14.25 Lakhs No A K Munshi CSR00009122
abled Children Maharashtra Yojana General
4 Medical equipment Promoting Healthcare Yes Pune ` 25.55 Lakhs No Lata CSR00001393
for Dinanath Maharashtra Mangeshkar
Hospital Medical
Foundations
5 Shiksha Sadan Promoting Education Yes South Goa, ` 10.00 Lakhs No Centro CSR00018391
School Building Goa Educador
Society
6 Ambulance and Promoting Healthcare Yes South Goa, ` 10.00 Lakhs No Lions Club CSR00023176
medical aid to poor Goa Dabolim
7 Medical Equipment Promoting Healthcare Yes Aurangabad ` 10.00 Lakhs No Dr Ambedkar CSR00000181
Automatic Tissue Maharashtra Pratistan
Processor at Dr. Hegdewar
Hedgewar Hospital Hospital

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: NA
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 84.10 lakhs
(g) Excess amount for set off, if any
Amount
No. Particular
(in ` lakhs)
(i) Two percent of average net profit of the company as per section 135(5) 84.07
(ii) Total amount spent for the Financial Year 84.10
(iii) Excess amount spent for the financial year [(ii)-(i)] 0.03
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 0.03

38 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Annual Report on CSR Activities

9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount transferred to Amount spent Amount transferred to any fund specified Amount remaining
No. Financial Year Unspent CSR Account in the reporting under Schedule VII as per section 135(6), to be spent in
under section 135 (6) Financial Year if any. succeeding
(in `) (in `) Name of the Amount Date of financial years.
Fund (in `) transfer (in `)

1 2020-21 - `52.50 lakhs `1.5 lakhs*

Total - `52.50 lakhs - - - `1.5 lakhs
* Amount allocated and transferred to separate Unspent CSR Bank Account.

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Amount spent
Financial Year Total amount Cumulative amount Status of
on the project
Sl. in which the Project allocated for spent at the end of the project -
Project ID Name of the Project in the reporting
No. project was duration the project (in reporting Financial Completed /
Financial Year
commenced ` lakhs) Year. (in ` lakhs) Ongoing.
(in ` lakhs)
1 A. K. Munshi Yojana FY 2020-21 2 Years 6.00 6.00 6.00 Completed
2 Savitribai Phule FY 2020-21 2 Years 13.50 13.50 13.50 Completed
Mahila Ekatma
Samaj Mandal
3 Rotary Club Of FY 2020-21 2 Years 15.00 15.00 15.00 Completed
Panaji Mid-Town
4 Masina Hos-pital FY 2020-21 2 Years 10.00 10.00 10.00 Completed
5 Adarsh Na-gar FY 2020-21 2 Years 1.50 Nil Nil Ongoing
Nagrik Seva Samiti
6 HSNCB - R.D. FY 2020-21 2 Years 8.00 8.00 8.00 Completed
& S.H. National
College & S.W.A.
Sci-ence Col-lege

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s): NA
(b) Amount of CSR spent for creation or acquisition of capital asset.: NA
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: NA
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).: NA

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).: NA

For and on behalf of the Board of Directors

Tushar Sighat Satish Godbole

Chairman CSR Committee Member, CSR Committee
Mumbai, Dated: April 26, 2022 DIN: 06984518 DIN: 02596364

Building Networks for People / 39

Business Responsibility Report Annexure - VI

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

Sl. No. Particulars Details
1. Corporate Identity Number L72900GA2008PLC005775
2. Name of the Company D-Link (India) Limited
3. Registered Address Plot No. U02B, Verna Industrial Estate, Verna, Salcette, Goa - 403722
4. Website https://in.dlink.com
5. Email ID shares@dlink.co.in
6. Financial Year Reported 2021-22
7. Sector that the Company is Wholesale of computers, computer peripheral equipment and software (Trading of
engaged in Networking Products).
8. List key products/services that the Wholesale trading and distribution of IT Networking products and providing services
Company provides: relating to networking products
9. Total number of locations where i. Number of international locations : Nil
business activity is undertaken by ii. Number of national locations: The Company is headquartered in Mumbai and
the Company: having its registered office in Goa and Sales and Marketing offices, Delhi, Kolkata,
Bangalore, Chennai, Cochin, Pune, Ahmadabad, Hyderabad, Indore, Chandigarh,
and Orissa. The Company also has RMA repair centers in major cities.
10. Markets served by the Company: The Company is in the business of trading and Marketing of Networking Products in the
territory of India and SAARC region, providing after sales services for the products sold by the Company.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

Sl. No. Particulars Details
1. Paid Up Capital 35,504,850 Equity Shares of ` 2/- each
2. Total Turnover ` 90,947.32/- (On standalone basis)
3. Total profit after taxes ` 4,046.57 /- lakhs (On standalone basis)
4. Total Spending on Corporate Social During the current financial year, the CSR spending was 84.10/- lakhs constituting
Responsibility (CSR) as percentage of 2.08% of the profit after tax. The details of expenditure can be accessed in the
Profit after tax: CSR report which is annexed to the Boards’ Report.
5. List of activities in which expenditure in • roviding education
Sl No. 4 above has been incurred • romoting healthcare and welfare of the weaker section
• Disaster Management
More details on CSR expenditure can be accessed in the CSR report which is
annexed to the Board’s Report.

SECTION C: OTHER DETAILS

Sl. No. Particulars Remark
1. Does the Company have any subsidiary
Yes, the Company has 1 [one] direct subsidiary.
company / companies?
2. Do the subsidiary company/companies
participate in the Business Responsibility
[BR] initiatives of the parent Company? Yes, the subsidiary earning profits support the BR initiatives of the Company.
If yes, then indicate the number of such
subsidiary company(s)
3. Do any other entity/entities (e.g.
suppliers, distributors etc.) that
the Company does business with No other entities that the Company does business with, participate in its BR
participate in the BR initiatives of the initiatives.
Company? If yes, then indicate the
percentage of such entity/entities?

40 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Business Responsibility Report

SECTION D: BUSINESS RESPONSIBILITY (BR) INFORMATION

1. Details of Director/Directors responsible for BR
a) Details of the Director/Directors responsible for the implementation of BR policy/policies:
No Director has been specifically nominated for being responsible for the BR policy/procedure.
The Corporate Social Responsibility (CSR) Committee of the Board comprising of Mr. Tushar Sighat, Managing Director &
CEO - Chairman of the Committee, Mr. Rajaram Ajgaonkar, Mr. Satish Godbole, Ms. Madhu Gadodia and Mr. Mukesh Lulla
drive the social responsibility initiatives.
b) Details of the BR head:
Sl. No. Particulars Remark
1. DIN 06984518
2. Name Tushar Sighat
3. Designation Managing Director & CEO
4. Telephone Number 022 – 2921 5700
5. E-mail ID shares@dlink.co.in

2. Principle-wise (as per NVGs) BR Policy / Policies

(a) Details of compliance (Reply in Y/N)
P P P P P P P P P
Sl. No. Questions
1 2 3 4 5 6 7 8 9
1 Do you have a policy/policies for the BR principles? Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with Yes. All the policies are being formulated in consultations
the relevant stakeholders? with the relevant stakeholders. As per the Statutory
Requirements, mandatory policies are made available to the
public through the website of the Company.
3. Does the policy confirm to any national /international All the policies are framed in line with the Statutory Requirements
standards? If yes, specify? (50 words) and hence, they adhere to the National Voluntary Guidelines
(NVGs) issued by the Ministry of Corporate Affairs.
4. Has the policy being approved by Board? Is yes, Wherever necessary, the policies are placed before the
has it been signed by MD/owner/CEO/appropriate Board and requisite approvals obtained.
Board Director?
5. Does the company have a specified committee
of the Board/ Director/Official to oversee the Yes
implementation of the policy?
6. Indicate the link for the policy to be viewed online? Internal policies are available for employees only.
For other policies please refer to the link: https://in.dlink.com
7. Has the policy been formally communicated to all Internal stakeholders are made aware of the policies. External
relevant internal and external stakeholders? stakeholders are communicated to the extent applicable
to the stakeholders. The policies are also uploaded on the
website of the Company for easy access.
8. Does the company have in-house structure to
Yes
implement the policy/policies.
9. Does the Company have a grievance redressal Yes, all stakeholders’ grievances may be addressed to
mechanism related to the policy/policies to address shares@dlink.co.in
stakeholders’ grievances related to the policy/policies?
10. Has the company carried out independent audit/ The policies are reviewed by the Board from time to time.
evaluation of the working of this policy by an internal Further, the policies and their compliance are also reviewed
or external agency? internally and whenever necessary, by external agencies
periodically.

Building Networks for People / 41

 Business Responsibility Report

(b) If answer to the question at S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)

P P P P P P P P P
Sl. No. Questions
1 2 3 4 5 6 7 8 9
1. The company has not understood the Principles
2. The company is not at a stage where it finds itself in
a position to formulate and implement the policies
on specified principles
3. The company does not have financial or manpower Not applicable
resources available for the task
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)

3. Governance related to Business Responsibility

Sl. No. Particulars Remark
1. Indicate the frequency with which the Board of The Board and the CSR Committee assess the performance on
Directors, Committee of the Board or CEO to a yearly basis.
assess the BR performance of the Company. Within Further, in line with the requirements of the Companies Act, 2013,
3 months, 3-6 months, Annually, More than 1 year. the Board has constituted the CSR Committee which formulates
the CSR Policy and also approves CSR expenditure to be incurred
on CSR activities. The Committee ensures that the expenditure is
made for the right cause.
2. Does the Company publish a BR or a Sustainability The Company has published the Business Responsibility Report
Report? What is the hyperlink for viewing this annually. The Business Responsibility Reports have been made
report? How frequently it is published? part of the Company’s Annual report. BR report can be accessed
through the Company website: https://in.dlink.com

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Ethics, Transparency & Accountability
Sl. No. Particulars Remark
1. Does the policy relating to ethics, bribery and corruption We focus on long-term value creation without compromising
cover only the company? Yes/ No. on the integrity, as our actions are governed by our values and
Does it extend to the Group/Joint Ventures/ Suppliers/ principles as envisaged in the Code of Conduct reinforced at all
Contractors/NGOs /Others? levels of the organization.
The Company has a Code of Conduct to address ethics, bribery
and corruption related matters.
In addition, the Company has a vigil mechanism which monitors
the ethical behaviour of the stakeholders and also alerts the
top management of the Company to tap the gaps, if any, in the
system.
2. How many stakeholder complaints have been received The Company has a dedicated e-mail ID to which the
in the past financial year and what percentage was stakeholders may address their queries. The Legal & Secretarial
satisfactorily resolved by the management? If so, Department caters to the needs of the investors. A summary of
provide details thereof, in about 50 words or so. the complaints received and resolved during the year is provided
in a separate section of the Corporate Governance Report
attached to the Director’s Report. As at the end of the financial
year there was no query pending which needs to be addressed.

42 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Business Responsibility Report

Principle 2: Product Lifecycle Sustainability & Safety

Sl. No. Particulars Remark

1 List up to 3 of your products or services whose design Given the nature of our business, the Company can consider the
has incorporated social or environmental concerns, following three ‘products’:
risks and/or opportunities. (i) The Company is into the business of distribution of IT networking
products and after sales services and its subsidiary is into
development of software. The Company is fully committed to
environmental protection by distribution of RoHS (Reduction
of Hazardous Substances) compliant products to its dealers.
RoHS compliance is an integral part of our process and we
have ensured that the vendor supplies RoHS compliant
products.
(ii) The Company takes necessary steps towards safe disposal
of E-waste at the end of the life cycle of such products. The
Company is channelizing the e-waste generated through
authorized recyclers as specified under E-waste management
rules.
(iii) The Company distributes its ‘products’ in a way that they
comply with the mandatorily required standards under the
requisite laws.
2 For each such product, provide the following details in The Company is into trading and distribution of IT networking
respect of resource use (energy, water, raw material etc.) products, does not consume significant energy, water, raw
per unit of product(optional): material, power etc.
i. Reduction during sourcing/production/ distribution However, we are consciously working towards;
achieved since the previous year throughout the - optimum utilization of water and other natural resources
value chain?
- Installing CFL and other low energy consuming office equipment
ii. Reduction during usage by consumers (energy, water)
- Restricting usage of printers /copiers.
has been achieved since the previous year?
3 Does the Company have procedures in place for Yes. The Company has set procedures to select suppliers,
sustainable sourcing (including transportation)? contractors and service providers based on their competence
If yes, what percentage of your inputs were sourced and capability to perform and being in compliance with the
sustainably? Also provide details thereof, in about 50 Company’s Code of Conduct which includes health and safety,
words or so. environment, ethics and integrity and working conditions among
others.
As a guiding principle, the Company prefers to do business with
compliant and sustainable suppliers.
The Company is in the distribution business and is not involved
in production/manufacturing activities, hence it is not required
to source any raw materials. The detailed percentage is not
quantifiable.
4 Has the company taken any steps to procure goods Yes, to the extent possible the goods are procured from local and
and services from local & small producers, including small producers. The Company maintains an equitable balance
communities surrounding their place of work? for sourcing its raw materials and finished products.
If yes, what steps have been taken to improve their Further, it procures packing materials from local and small
capacity and capability of local and small vendors? producers enabling growth of small players in the market.
5 Does the company have a mechanism to recycle The Company is in the trading and marketing business and is not
products and waste? If yes what is the percentage of involved in production/manufacturing activities, hence it is not
recycling of products and waste (separately as 10%). required to source any raw materials. The obsolete products are
Also, provide details thereof, in about 50 words or so. disposed through authorized e-waste recyclers.

Building Networks for People / 43

 Business Responsibility Report

Principle 3: Employee Well Being

Sl. No. Particulars Remark
1 Please indicate the Total number of employees. As on 31 March 2022, the Company had 279 employees.
st

2 Please indicate the Total number of employees hired on The Company employs 279 individuals of which 20 are hired on a
temporary/contractual/casual basis. contract basis. The Company also hires labours on casual basis
depending on the requirement on an average of 50 employees
on monthly basis.
3 Please indicate the Number of permanent women The Company had 33 permanent women employees as on
employees. 31st March 2022.
4 Please indicate the Number of permanent employees Nil
with disabilities
5 Do you have an employee association that is recognized Presently, the Company does not have any employee
by management? association. However, the employees are not discouraged from
forming associations.
6 What percentage of your permanent employees are Not Applicable
members of this recognised employee association?
7 Please indicate the Number of complaints relating to The Company does not employ child labour, forced labour or
child labour, forced labour, involuntary labour, sexual involuntary labour.
harassment in the last financial year and pending, as on The Company has adopted a policy on prevention, prohibition
the end of the financial year. and redressal of sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (India) and the
Rules thereunder. Any concerns will be addressed in accordance
with the procedures laid down in the policy. Internal Complaints
Committee (ICC) has been structured to address POSH related
issues.
The Company did not receive any complaints relating to child
labour, forced labour, involuntary labour or sexual harassment
from the employees of the Company during the last financial year
8 What percentage of your under mentioned employees The Company makes investment in employees’ continuous
were given safety & skill up-gradation training in the learning. Regularly provides various webinars online updating
last year? the employee’s technical skills.
• ermanent Employees The Company provides the best platform for its employees to
• ermanent omen Employees upgrade their skills through various Webinars. The Company
conducted various webinars and online training on ethics during
• Casual emporary Contractual Employees
COVID-19 lockdown.
• Employees with Disabilities
Apart from the above, the Company provides access to D-Link’s
training and certification program as a part of the management
initiative to promote D-Link technology and respond to market
demands. D-Link Academy will help to educate employees,
customers, channel partners, and students about D-Link
solutions and technology. This training and certification program
will train users and increase their knowledge in networking.
D-Link strives to create the best training and certification
program for its users to enhance their knowledge and give them
an advantage in the market place.
D-Link is committed to its channel partners and employees. As a
networking leader, we educate our employees and work together
with channel partners to develop future network professionals.
D-Link Academy trains its users through certifications,
workshops and seminars.

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 Introduction Statutory Reports Financial Statements

Business Responsibility Report

Principle 4: Stakeholder interest & Engagement

Sl. No. Particulars Remark
1 Has the company mapped its internal and external Yes, the Company has mapped its internal and external
stakeholders? Yes/No stakeholders. The key stakeholders of the Company include
its Customers, Regulatory Authorities including Government,
Employees, Vendors, Contractors, Bankers, Investors and
Shareholders.
2 Out of the above, has the company identified the The Company considers all its stakeholders in its business value
disadvantaged, vulnerable & marginalized stakeholders chain significant and no one is considered as disadvantaged,
vulnerable and marginalized.
3 Are there any special initiatives taken by the company Not applicable
to engage with the disadvantaged, vulnerable and
marginalized stakeholders. If so, provide details thereof,
in about 50 words or so.

Principle 5: Human Rights

Sl. No. Particulars Remark
1 Does the policy of the company on human rights cover The Company remains committed to respect and protect human
only the company or extend to the Group/Joint Ventures/ rights. Company does not have a specific policy on human
Suppliers /Contractors /NGOs/Others? rights. However, it has a Code of Conduct which regulates
practices relating to the non-employment of child labour,
assuring safety measures etc. This Code is applicable to the
Company, its subsidiaries as well as to the contractors engaged
by the Company.
2 How many stakeholder complaints have been received No complaints were received by the Company on human rights
in the past financial year and what percentage was violations.
satisfactorily resolved by the management?

Principle 6: Preservation of Environment

Sl. No. Particulars Remark
1 Does the policy related to Principle 6 cover only the The Company has its own set of principles when it comes to
company or extends to the Group/Joint Ventures/ utilising natural and manmade resources. The same principles
Suppliers/ Contractors /NGOs/others. are being extended to group companies.
2 Does the company have strategies/ initiatives to address The Company’s policy on environment encourages conduct of
global environmental issues such as climate change, business with minimal impact on environment. The Company
global warming, etc? Y/N. If yes, please give hyperlink believes that the operations should not adversely affect the
for webpage etc. environment, the ecological balance and life support functions.
The Company, being a distributor of IT products, has E-Waste as
the only source from its operations that impact the environment.
The Company has taken cognizance of the environmental impact
from the waste thus generated and has put in place mechanism
to ensure safe handling and proper disposal of e-waste. The
details of initiatives for proper channelization of e-waste during
the financial year can be accessed through https://in.dlink.com

Building Networks for People / 45

 Business Responsibility Report

Sl. No. Particulars Remark

3. Does the company identify and assess potential Yes, the Company has identified potential risks with the business
environmental risks? Y/N functions. The Company has taken cognizance of the potential
environment risk identified from the e-waste generated, through
distribution of IT products.
The Company has put in place effective system to identify the
products as e-waste after their “end-of-life”. We take conscious
measures to mitigate the potential risks by disposing the waste
in an environment-friendly manner.
4. Does the company have any project related to Clean Yes the Sustainability Report addresses the clean development
Development Mechanism? If so, provide details thereof, mechanism.
in about 50 words or so. Also, if Yes, whether any
environmental compliance report is filed?
5. Has the company undertaken any other initiatives on – The Company is operating in trading and marketing of networking
clean technology, energy efficiency, renewable energy, products. The Company makes use of various energy efficient
etc. Y/N. If yes, please give hyperlink for web page etc. equipment.
6. Are the Emissions/Waste generated by the company Not Applicable, as the Company does not emit/generate any
within the permissible limits given by CPCB/SPCB for effluents/pollutants.
the financial year being reported?
7. Number of show cause/ legal notices received from Nil
CPCB/SPCB which are pending (i.e. not resolved to
satisfaction) as on end of Financial Year.

Principle 7: Responsible Advocacy

Sl. No. Particulars Remark
1. Is your company a member of any trade and chamber Yes the Company is a member of Goa Chamber of Commerce
or association? If Yes, Name only those major ones that and Industry and MAIT New Delhi.
your business deals with.
2. Have you advocated/lobbied through above associations Yes the Company works for the advancement of public good
for the advancement or improvement of public good? along with our industry colleagues.
Yes/No; if yes specify the broad areas (drop box: Such work mainly involves creating a framework for sustainable
Governance and Administration, Economic Reforms, business development in this industry. The Company has been
Inclusive Development Policies, Energy security, Water, providing suggestions to overcome the challenges faced by
Food Security, Sustainable Business Principles, Others) Customs Clearance and logistics.

Principle 8: Inclusive Growth & Equitable Development

Sl. No. Particulars Remark
1. Does the company has specified programmes /
Yes such details are given in CSR Report attached to the
initiatives/projects in pursuit of the policy related to
Director’s Report.
Principle 8? If yes details thereof.
2. Are the programmes / projects undertaken through The CSR projects of the company are carried out in association
in-house team/own foundation/external NGO/government with various Public Charitable Trusts, Association and Charitable
structures/any other organization? Societies.
3. Have you done any impact assessment of your initiative? The Company conducts impact assessment of the initiatives.
The same would be reviewed by the Corporate Social
Responsibility Committee and its recommendations are being
implemented.
All programs are monitored and evaluated for progress by
dedicated in-house teams on a continuous basis.

46 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Business Responsibility Report

Sl. No. Particulars Remark

4. What is your company’s direct contribution to community The Company spent ` 84.10 lakhs towards its CSR initiatives
development projects Amount in INR and the details of during 2021-22.
the projects undertaken. Details of the projects undertaken are:
i. Promoting preventive healthcare and sanitation.
ii. Promoting education and employment enhancing vocation
skills especially among children, women, elderly and the
differently abled and livelihood enhancement projects.
iii. Disaster Management – COVID-19
For further details, please refer to the Annual Report on CSR and
the CSR Report.
5. Have you taken steps to ensure that this community Community development programmes of the Company are
development initiative is successfully adopted by the focused to create economic well-being of the poor and physically
community? Please explain in 50 words, or so. disabled people by providing better infrastructural facilities,
amenities, education and medical equipments etc.

Principal 9: Customer Value

Sl. No. Particulars Remark
1. What No. of customer complaints/consumer cases were There were no customer complaints/consumer cases pending at
pending as on the end of financial year. the end of financial year.
2. Does the company display product information on The goods procured locally does not require any product labeling
the product label, over and above what is mandated by the Company, whereas the goods imported will contain the
as per local laws? Yes/No/N.A. /Remarks (additional label affixed, with requisite information as required under Legal
information) Metrology (Packaged Commodities) Rules, 2011. In respect
of products imported by the Company, it ensures appropriate
disclosure of the details of the product in the package as
mandated by law and in the case of goods procured locally,
such requirement is mandated on the respective domestic
manufacturer/importer, as the case may be.
3. Is there any case filed by any stakeholder against the No such instances were filed by any stakeholder during the last
company regarding unfair trade practices, irresponsible five years.
advertising and/or anti-competitive behaviour during the
last five years and pending as on end of financial year.
If so, provide details thereof, in about 50 words or so.
4. Did your company carry out any consumer survey/ The Company regularly meets its distributors, partners and
consumer satisfaction trends? System Integrators personally and gathers the information of
the business community. The sales team has regular interaction
with the dealers & takes the customer satisfaction feedback
periodically to understand the requirement and expectation of
the customers.

For and on behalf of the Board of Directors

Tushar Sighat Satish Godbole

Managing Director & CEO Director
Mumbai, Dated: April 26, 2022 DIN: 06984518 DIN: 02596364

Building Networks for People / 47

Management Discussion and Analysis Report
INDUSTRY OVERVIEW India is on the path to a sustained economic recovery.
Global Economic Scenario The Government of India’s policy to improve logistics infrastructure,
The global economic recovery is facing significant headwinds incentives to facilitate industrial production, and measures to
amid new waves of COVID-19 infections, persistent labour market improve farmers’ income will support the country’s accelerated
challenges, lingering supply-chain challenges and rising inflationary recovery. Large public infrastructure investments planned over
pressures. After expanding by 5.5 per cent in 2021, the global the next two years will encourage more private investment.
output is projected to grow by only 4.0 per cent in 2022 and The government’s production-linked incentive scheme will
3.5 per cent in 2023, according to the United Nations World provide a thrust to the manufacturing sector in FY2022 and
Economic Situation and Prospects (WESP) 2022. FY2023. The results of growth-enhancing policies and schemes
and increased infrastructure spending will start kicking in from
The economic outlook has deteriorated, largely because of
2023, leading to a stronger multiplier effect on jobs and income,
Russia’s invasion of Ukraine, causing a tragic humanitarian crisis
higher productivity, and more efficiency, all leading to accelerated
in Eastern Europe-and the sanctions aimed at pressuring Russia
economic growth. Furthermore, the emphasis on manufacturing
to end hostilities.
in India, various government incentives such as lower taxes, and
In addition to the war, frequent and wider-ranging lockdowns in rising services exports on the back of stronger digitization and
China including in key manufacturing hubs, have also slowed technology transformation drive across the world will aid in growth.
activity there and could cause new bottlenecks in global supply Also, several spillover effects of geopolitical conflicts could enhance
chains. This crisis unfolds while the global economy was on a India’s status as a preferred alternate investment destination.
mending path but had not yet fully recovered from the COVID-19 On the health front, a large, vaccinated population will likely help
pandemic, with a significant divergence between the economic curtail the impact of subsequent infections waves, if any.
recoveries of advanced economies and emerging market and
Information Technology (IT) spending in India is projected to touch
developing ones. Rising inflationary pressures in many economies
$105.2 billion in 2022, an increase of 5.5 per cent from 2021,
are posing additional risks to recovery.
according to a forecast by research firm Gartner.
The economic recovery in 2021 – driven by strong consumer spending
India’s networking market which includes Ethernet Switch, Routers,
and some uptake in investment, with trade in goods surpassing
and WLAN segments witnessed a 13.6% year-over-year (YoY)
pre-pandemic levels - marked the highest growth rate in more than
growth in terms of vendor revenues during 4Q21 (Oct-Dec). With
four decades. Yet the momentum for growth – especially in China,
organizations looking to re-open campuses, the investments in the
the United States and the European Union – slowed considerably
non-DC networking infrastructure have grown significantly over
by the end of 2021, as the effects of monetary and fiscal stimuli
the last few quarters. Having said that, vendors were still seen
began to recede and major supply-chain disruptions emerged.
to be battling with chip shortages, increasing freight costs and
Despite vaccine coverage, the COVID-19 pandemic still tops increased import costs due to currency fluctuations. Infrastructure
the list of risks to global growth. Geopolitical instability and lead times have currently risen for many vendors and are expected
fragmentation seem to be among the top risks to both global and to stay the same for some more quarters to come with the
domestic economies. Russia-Ukraine conflict worsening the scenario. However, as
Worldwide IT spending is projected to total US$ 4.5 trillion in 2022, vendors are looking to clear their shipment backlogs, IDC expects
an increase of 5.1 per cent from 2021, according to the latest the next few quarters to have steady market growth as demand
forecast by Gartner, Inc. Despite the numerous factors vying for for networking infrastructure looks very stable.
enterprise leaders’ attention this year, from geopolitical disruption After a strong run-up, India’s router market stayed stagnant with
and inflation to currency fluctuations and supply chain challenges, 0.1% YoY growth by vendor revenue and sequentially declining
IT spending is not slowing down and it is expected that the digital by 10.6%. Service providers contributed to 61.4% of the router
business initiatives such as experiential end-consumer experience investments and were primarily responsible for the decline. However,
and optimization of supply chain will push spending on enterprise enterprise router investments grew by 25.1% YoY with enterprises
applications and infrastructure software into double-digit growth investing in routers for regular refreshes and investments.
in 2023.
The WLAN segment witnessed a marginal growth of 4.5% YoY by
INDUSTRY OUTLOOK IN INDIA vendor revenue. While the enterprise WLAN grew strongly with
The Asian Development Bank (ADB) forecasts, India’s economy pent-up demand from organizations coming through, the consumer
will grow 7.5% in FY 2022 and 8% in FY2023, supported by wireless demand softened with offices reopening in India coming to
increased public investment in infrastructure and a pickup in an end thereby posing only marginal growth for the overall WLAN
private investment. The Indian economy passed through one of segment. The enterprise WLAN segment exhibited a very strong
the most volatile periods in living memory in 2021-22. 45.4% YoY growth and consumer WLAN declined by 22.0% YoY.

48 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Management Discussion and Analysis Report

(Source: IDC Report) The growth was majorly driven by enterprises on all forms of digital transformation, particularly in the areas of
investing in wireless infrastructure ahead of office opening post the cloud, analytics, Artificial Intelligence (AI), cybersecurity, and edge
third wave of COVID-19. Vendors were also focused on clearing computing etc.
the existing backlogs caused by chip shortages to be able to In the next few years, IT services individual spending is going
efficiently cater to future demand. Services organizations were to grow between 8% and 9% compared to 4-6% in pre-Covid
seen to be investing heavily in newer locations primarily focusing era. It is going to be very lucrative for IT services companies as
on wireless connectivity. Cloud-managed wireless was witnessed Covid has created new opportunities for these companies and
gathering stream owing to simpler deployment and management. they have leveraged it. Growth is going to happen more towards
Investments from the education vertical bounced back after a long digital services which individuals have expedited. COVID-19 has
slump caused due to COVID-19. accelerated the adoption of digital technologies across segments.
The Ethernet Switch market in India stood at USD 163.1 million Companies have started adopting and improving their existing
in 4Q21 (by vendor revenue) registering a strong YoY growth of IT infrastructure not only for growth but also for their ‘survival’.
25.7%. The enterprise investment in non-DC switching grew at Increased adoption of emerging technologies such as cloud, IoT,
a 41.5% YoY owing to offices getting ready to reopen post the mobility, etc. would drive incremental revenues. IDC also expects
third wave of COVID-19. With hybrid work taking precedence, large investments for 5G rollouts in the next couple of years.
enterprises are also keen on setting up satellite offices in tier-2
D-Link (India) Limited is a principal player in the Small Office Home
and tier-3 cities to promote employee satisfaction which is also
Office and Small and Medium Business segment, closely aligned
increasing the demand for non-DC switching equipment. With the
with System Integrators. In parallel, the company also targets
semiconductor shortage situation intensifying, enterprises were
other key verticals, including Government, Education, BFSI and
keen on clearing their backlogs during 4Q21 to create room for
Manufacturing, among others. We believe that our understanding of
future demand. The DC switching segment grew at 9.3% YoY.
high-performance networking technology, our strategy, and brand
Services, telecom, manufacturing, and government were the
legacy positions us well to capitalize on the industry’s growth.
top contributors during 4Q21. The Ethernet Switch, Router, and
WLAN markets are expected to grow in single digits in terms of With strong parental support from D-Link Taiwan, in terms of a
compound annual growth rate (CAGR) for 2021–2026. pipeline of the latest and innovative products, D-Link India is well
placed to take advantage of the impending boom in networking
OPPORTUNITIES AND THREATS and internet products. The growing IT spending and increasing
The Indian Electronics and IT Hardware sector has different key government initiatives would fuel growth of the Indian enterprise
segments, namely Consumer Electronics, Industrial Electronics, networking market over the coming quarters. The industry players
IT Hardware, Telecommunication Equipment, Electronic are continuously expanding and innovating their product portfolio
Components, and Strategic Electronics. Consumer Electronics to adapt to the technological changes and cater to the growing
and Telecom Equipment are the largest segments. consumer needs.
Production Linked Incentive Scheme (PLI) for IT Hardware offers OPERATIONAL REVIEW
a production linked incentive to boost domestic manufacturing D-Link India Limited is strongly focusing on local products as part
and attract large investments in the value chain of IT Hardware. of its ‘Make in India’ initiative. It has been granted exclusive rights/
The scheme shall extend an incentive on net incremental sales license by the parent company to use the D-Link trademark for such
(over base year) of goods manufactured in India locally manufactured products. The Company had made strategic
The core competencies and strengths of India’s IT sector have decisions on manufacturing certain products locally through third
attracted a significant amount of FDI. According to the Nasscom, party or contract manufacturing with own brand names, under
the Indian IT industry’s revenue is expected to touch US$ 227 its own proprietary designs, quality control and supervision. The
billion in FY22 from US$ 196 billion in FY21. Indian software Company has made noteworthy progress in this direction and has
product industry is expected to reach US$ 100 billion by 2025. entered into arrangements with local manufacturers.
Indian companies are focusing to invest internationally to expand D-Link India continues its domination of the structured cabling
global footprint and enhance their global delivery centres. Indian segment displaying healthy growth in revenues. The Company
IT’s core competencies and strengths have attracted significant continues to hold significant market share in consumer wireless
investment from major countries and companies. and switching segments. Its unmanaged and smart managed
The Indian electronic components market is set to grow switches are among the most preferred products by SMBs.
exponentially – facilitated by its low-cost manufacturing base, huge D-Link is focused on providing world-class customer services
local demand, and a rapidly developing electronics ecosystem. and keeps working towards enhancing its existing countrywide
Growth opportunities abound for tech companies that execute distribution and support infrastructure. It has a strong network

Building Networks for People / 49

 Management Discussion and Analysis Report

of National Distributors, Business Distributors, and over 15000+ series of Industrial grade switches with options like rail mount,
resellers reaching out to customers present across the length and rack mount that shall provide users with best-fit solutions. D-Link
breadth of the country and ensuring that its products are available Industrial switches are designed to operate in extreme weather,
in the remotest parts of the country. resist shock/vibration, and surge ratings, thereby offering high
To serve its customers in a holistic way, D-Link India has invested reliability.
in state-of-the-art support infrastructure for both consumers and D-Link Industrial switches can withstand harsh environmental
enterprises, which includes 11 D-Link own Service Centers with conditions and are suited for controlled and challenging needs of
50+ experts in Tier 1 cities, 23+ Partner Service Centers with Oil & Gas industry, Shipping, Manufacturing etc. With their strong
40+ experts in Tier 2 / Tier 3 cities, Partner Collection Points in build, the whole family of Industrial switches are certified against
200+ cities and logistic support in 500+ cities. vibration, shock and free-fall. The industrial product range created
D-Link Technical Support Centers (DTSC) is manned by 30+ highly to withstand extreme heat and below-freezing temperatures. The
skilled engineers providing L1~L3 support for all our retail and switches are designed to easily handle hot and cold temperature
enterprise customers. Further our customers can also interact variances and can cold start at their coldest temperatures. With
with the technical experts present across various centers and superior environmental protection to commercial switches, these
have hands-on product experience with live demos. It is a matter switches are reliable in a huge variety of field applications.
of great pride for the organization that its TCE (Total Customer Wireless Solutions:
Experience) score has consistently been above 95%. D-Link successfully launched a full series of Wi-Fi 6, “R series”
Product & Solutions: wireless mesh router with built-in AI functions. This shall allow
consumers to experience better speed, convenience, smoothness,
Network Switching Solutions:
and security. Due to the pandemic in 2020, wireless products
D-Link completed the development of Nuclias Connect, a cloud experienced a short-term boom, benefiting from the work from
management platform with switch series and hardware controllers, home economy, such as remote work and learning. Shipment
etc. The Company also developed and launched the DSS network growth in the first half of the year is expected to slow down due
surveillance switch series with 250m distance specially used to to the impact from core chipset shortages in 2021.
connect Power over Ethernet (PoE) devices such as wireless
In the future, the Company will expand its product series and
access points (APs), IP cameras, and IP phones to the network.
enhance the added value of its customized software and hardware,
As network traffic continues to rise, the switch market will continue while strengthening its bids for more projects. The pandemic has
to grow, a series of relevant 10G/100GbE Ethernet switches increased the demand for broadband access, which is expected
to effectively alleviate the server congestion and congestion to grow considerably this year.
backbone network. In addition, Data Center switches, PoE switches In Business Class, the Company introduced Wi-Fi 6 access
(surveillance switches) for camera deployment, and enterprise points to provide unbeatable speeds, greatly increased capacity,
wireless cloud switches are also under continuous development. and interference-free coverage throughout businesses. A new
Further, there is increased demand for gigabit switches from Wall-mounted Wi-Fi access point was introduced for Small to
large enterprises and service providers. For this, D-Link has a Medium size businesses (SMB) and this works with D-Link’s free
comprehensive range of switching solutions including Chassis, software-based management solution, Nuclias Connect.
L3/L2 Managed, Smart and Un-Managed switches which can D-Link continues to play a pioneering and driving role in the
be used in core, distribution, and access level in the networking cost-effective convergence of wired and wireless networking.
infrastructure. Verticals like government, retail, manufacturing, The Company enjoys good market share in unit terms in WLAN
services, financial, education and healthcare contributed to the category. Its product portfolio includes Wireless Routers, Business
revenues of this segment. Built on the strength of these D-Link Class Access Points & Unified Switching Solutions.
Network Switches, specific network solutions can help small and
Structured Cabling Solutions:
medium-size businesses, hospitals, schools, universities, and
Structured Cabling is another key segment for D-Link. D-Link’s
government agencies meet the challenge of growing demands.
wide product range combined with premium quality and excellent
D-Link offers a wide variety of data solutions to meet the specific
brand recall has resulted in confidence amongst partners and
requirements of a smart city communication network, playing a
customers. D-Link has the entire copper and fiber range which
pivotal role in designing the network and providing the essential
can be positioned in high end applications like data centers.
building blocks.
Over the years, D-Link has witnessed remarkable growth in
Industrial Switching Solutions: the Structured Cabling product category, with strong demand
This year D-Link extended its portfolio by introducing an extensive from large enterprises/SMEs/SMBs. The emphasis has always
line-up of Industrial grade Ethernet switches. D-Link has multiple been on delivering complete end-to-end solution, and with this

50 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Management Discussion and Analysis Report

agenda we decided to introduce networking enclosures into Key Financial Ratios

our product portfolio. Moving ahead, the Company is confident
Sr.
to continue to deliver technological excellence and complete Particulars FY 2022 FY 2021
No.
customer satisfaction.
1 Current Ratio 2.20 2.35
Surveillance Solutions:
2 Return on Equity Ratio (%) 14.10% 11.61%
In recent years, the competition in the IP Camera market has 3 Net Profit Ratio 4.48 4.13
been fierce, and AI wireless network cameras with AI analysis
4 Earning Per Equity Share 11.4 8.26
functions have become mainstream. Due to the rise of handheld
smart devices and various cloud applications, coupled with 5 Net Profit to Net Worth Ratio 14.1 11.61
increasing demand for security surveillance, the market still 6 Inventory Turnover Ratio 8.36 6.27
maintains a high compound annual growth rate. With the
7 Debtors Turnover Ratio 3.94 4.05
continued investment in R&D by the parent, application of
higher than industry network security standards, strengthening Other financial ratios are disclosed in the note 41 to Standalone Financial
Statement.
of the integration of AI functions, and increases of affordable
cloud applications, device sales and the proportion of service Human Resource
fee income are expected to increase.
The employees are provided a fair working environment supported
D-Link surveillance products are in demand with wide acceptance by transparent policies to foster their personal growth along with
from various industry verticals. The focus is on all three segments attainment of corporate objectives. Your Company will continue
separately - be it Consumer, SMB/SME or Enterprise. to maintain its focus on Human Development, as it considers
D-Link offers a range of IP-based Surveillance Cameras with its people resources central to meeting its business objectives.
Wired and Wireless options; these can be integrated with NVR The Company believes that it is the quality and dynamism of its
(Network Video Recorder) solutions for archiving. The cameras human resource that enables it to make a significant contribution
span the spectrum of possibilities, including Stand-Alone Network to enhancing stakeholder value.
Cameras, Pan Tilt Zoom Cameras, Dome Cameras (Day & Night), During the pandemic, the Company has ensured that it provided a
Box Cameras and Outdoor Cameras. D-Link Surveillance solution safe remote working environment to its employees and continued
boasts of the highest degree of scalability and can easily adapt to support them. It is slowly moving towards a hybrid work model,
to the existing IP infrastructure. The advanced features such as ensuring balance between effective collaboration and flexibility
high security encryption, superb image quality, digital zoom, and along with safety.
remote accessibility surpasses the most cutting-edge technologies
HR is integrated within the business framework to provide foundation
available today.
for building the skill sets required. At D-Link, employees are given
While D-Link continues to be one of the key players in IP opportunities to develop their competence towards challenging
Surveillance domain, it also expanded its product portfolio by roles by leveraging on the exposure and responsibilities entrusted
venturing into CCTV segment. D-Link CCTV range includes to them. D-Link’s dedicated and talented workforce of more than
Analog HD Camera, DVR, DVR Enclosure, and CCTV Cable. 279 people across India has assisted in driving our achievements
D-Link with its CCTV Analog HD is set to address the growing and success.
demand from Residential, SOHO, SME, Banking, Hospitality and
Business Risks And Concerns
other commercial establishments. With resolution starting from
1 MP which goes up to 5 MP, D-Link Analog HD cameras are Technology Risk:
well suited for both indoor and outdoor applications and offer Digitalization is emerging as a disruptive force for customers, buyers
amazing clarity, sturdy looks, superlative quality, and are backed and technology. This disruption coupled with changes in delivery
by D-Link’s excellent support infrastructure. models and consumer spending patterns could be a threat to the
Financial Performance growth in traditional IT spends and technology obsolescence.
D-Link operates in an ever evolving and dynamic technological
The revenue for the current year is `90,383.71 lakhs as compared
environment and it is of utmost importance that the Company
to `71,067.57 lakhs in the previous year.
continuously reviews and upgrades its technology, resources and
The Profit before Tax and Depreciation for the year under review processes lest it faces technology obsolescence. The company
was `5,851.66 lakhs as against `4,416.39 lakhs in the previous year. addresses this by a strong support from parent company on R&D
Profit after Tax during FY 2021-22 stood at `4,068.38 lakhs as so that it stays ahead of the curve in technology and continuously
against `2,932.48 lakhs in the previous year. sets a new benchmark with cutting edge innovation.

Building Networks for People / 51

 Management Discussion and Analysis Report

Competition: D-Link’s internal control systems and procedures adhere to industry

The IT services industry is highly competitive with competition standards in terms of effective resource utilisation, operational
arising from local IT companies and MNC IT hardware companies efficiency and financial reporting. The Company has appointed
having sizable presence in low cost technologies. The competition reputed firms of Chartered Accountants to oversee and carry out
can lead to pressure on pricing, vendor consolidation and hence Internal Audits. The Audit is based on an Internal Audit Plan, which
can impact Company growth and profitability. New competitors is reviewed each year in consultation with the Audit Committee.
are emerging from adjacent markets and distant geographies. To In line with international practice, the conduct of Internal Audit is
remain competitive, the Company has developed competencies oriented towards the review of Internal Controls.
in various technologies, platforms and operating environments The adequacy of the Company’s internal controls is tested from
and offers a wide range of cutting edge technology products to time to time and control deficiencies, if any, identified during the
customers based on their needs. assessments are addressed appropriately.
D-Link’s differentiation strategy incorporating its unique business Disclaimer:
approach has led to its emerging as a leader in the rapidly dynamic Certain statements made in this report relating to the Company’s
IT industry. D-Link has developed competencies in various objectives, projections, outlook, estimates, etc. may constitute
technologies, platforms and operating environment offering the ‘forward looking statements’ within the meaning of applicable laws
wide range of product options to customer based on their needs. and regulations. Actual results may differ from such estimates or
The Company has deep domain knowledge, skilled workforce, projections etc., whether expressed or implied. Several factors
delivery capabilities and efficient sales force to help retain its including but not limited to economic conditions affecting demand
competitive positioning amongst peers. and supply, government regulations and taxation, input prices,
Currency risks: exchange rate fluctuation, etc., over which the Company does not
The Company’s functional currency is the Indian Rupee and have any direct control, could make a significant difference to the
volatility in currency exchange movements results in transaction Company operations. The Company undertakes no obligation to
and translation exposure. D-Link has substantial exposure to publicly update or revise any forward-looking statements, whether
foreign exchange related risks on account of imports of finished as a result of new information, future events, or otherwise. Readers
traded products from its parent group companies. The management are cautioned not to place undue reliance on any forward-looking
predicts that the global financial position will continue to remain statements. The MD&A should be read in conjunction with the
volatile. D-Link has a well-established hedging policy which has been Company’s financial statements included herein and the notes
followed consistently over the past years. Hedging is undertaken thereto. Information provided in this MD&A pertain to D-Link (India)
to protect the Company from unfavourable currency movements Limited unless otherwise stated.
and the Company does not undertake any speculative hedging. For and on behalf of the Board

Supply Chain Volatility:

The supply chains of global semiconductor industry, which was Tushar Sighat Satish Godbole
badly affected during Covid-19 period is facing further disruptions Managing Director & CEO Director
due to the Russia-Ukraine conflict. The semiconductor shortage DIN: 06984518 DIN: 02596364
may also have an impact on the satcom industry. Any sudden
disruption of global and domestic supply chains poses a risk for
the Company. Mumbai dated: April 26, 2022
Internal Control Systems and their Adequacy:
The Company has aligned its current systems of Internal Financial
Control with the requirement of Companies Act 2013. Management
maintains internal control systems designed to provide reasonable
assurance that assets are safeguarded, transactions are executed
in accordance with management’s authorization and properly
recorded, and accounting records are adequate for preparation of
financial statements and other financial information. The internal
audit function also carries out Operations Review Audits to improve
the processes and strengthen control of the existing processes.
The Audit Committee periodically reviews the functions of
internal audit.

52 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Report on Corporate Governance

The detailed report on Corporate Governance as per the format 2.3 Number of other Directorship and Chairmanship/Membership
prescribed by Securities Exchange Board of India vide SEBI of Committees of each Director in other Companies as at
(Listing Obligations and Disclosure Requirements) Regulations, March 31, 2022:
2015 is set out below: No. of
No. of Chairmanship
1. STATEMENT ON COMPANY’S PHILOSOPHY ON CODE Directorships / Membership
OF GOVERNANCE Name of the Director held in other in other Board
The Company’s philosophy on Corporate Governance is about Indian Public Committees2
Companies1
promoting corporate fairness, transparency and accountability Chairman Member
in the functioning of the Company and in its relationship with Mr. Hung-Yi Kao Nil Nil Nil
employees, shareholders, creditors, consumers, dealers, and
Mr. Tushar Sighat Nil Nil Nil
ensuring regulatory compliances.
Mr. Rajaram Ajgaonkar Nil Nil Nil
The Board of Directors believe that adherence to sound
Mr. Satish Godbole Nil Nil Nil
corporate governance policies and practices is important in
Mr. Mukesh Lulla Nil Nil Nil
ensuring that the Company is governed and managed with
the highest standards of responsibility, ethics and integrity Ms. Madhu Gadodia Nil Nil Nil
and in the best interests of its stakeholders. 1
Excludes directorships held in Private Limited Companies, Foreign
Companies and Section 8 Companies.
2. BOARD OF DIRECTORS: 2
For the purpose of reckoning the limit, the Chairmanship / Membership
2.1 Composition and Category of Directors: of the Audit Committee and the Stakeholders’ Relationship Committee
has been considered.
The composition of the Board of Directors is in conformity with
the Corporate Governance norms as on March 31, 2022. The 2.4 Number of Board Meetings held and the dates of the Board
Company at present has six Directors on its Board, comprising Meetings:
of one Executive Director and five Non-Executive Directors out Four Board Meetings were held during the Financial Year
of which three are Independent Directors including a woman 2021-22 on the following dates:
director. The name and category of each Director is given below:
May 29, July 31, November 1, February 5,
Name of the Director Category 2021 2021 2021 2022
Mr. Hung Yi Kao Non-Executive and Chairman
During the year, a meeting of the Independent Directors
Managing Director & Chief was held on March 25, 2022. The Independent Directors,
Mr. Tushar Sighat
Executive Officer inter-alia, reviewed the performance of non-independent
Mr. Rajaram Ajgaonkar Non-Executive and Independent directors, Chairman of the Company and the Board as a whole.
Mr. Satish Godbole Non-Executive and Independent 2.5 Disclosure of relationships between directors inter-se:
Mr. Mukesh Lulla Non-Executive Director None of the Directors are inter-se related to each other. There
Ms. Madhu Gadodia Non-Executive and Independent is no pecuniary or business relationship between the Non-
Executive/Independent Directors and the Company, except for
2.2 Attendance of each Director at the Board Meetings and the the payment of sitting fees for attending Board and Committee
last Annual General Meeting (AGM): Meetings in accordance with the applicable laws.
No. of No. of 2.6 Number of shares held by Non-Executive Directors:
Attendance
Board Board Number of
Name of the Director at last Name of the Non-Executive Director
Meetings Meetings Shares held
AGM
Held attended
Mr. Mukesh Lulla 2,634,356
Mr. Hung-Yi Kao 4 4 Present
Mr. Satish Godbole 25
Mr. Tushar Sighat 4 4 Present
Mr. Rajaram Ajgaonkar 4 4 Present 2.7 Details of Familiarisation programme for Independent
Directors:
Mr. Satish Godbole 4 4 Present Pursuant to Regulation 25 (7) of the SEBI (Listing Obligations
Mr. Mukesh Lulla 4 4 Present and Disclosure Requirements) Regulations, 2015, the Company
has prepared the Familiarization Programme for Independent
Ms. Madhu Gadodia 4 4 Present Directors for understanding the Company’s business and

Building Networks for People / 53

 Report on Corporate Governance

contribute to the achievement of Company’s goals and

Name of the Director/
objectives. Detailed presentations were presented before Category
Member
the Independent Directors during the board meetings on
Mr. Rajaram Ajgaonkar Chairman (Independent Director)
Company’s strategy, business model, operations, markets,
risks, regulatory updates, etc. Mr. Satish Godbole Member (Independent Director)

The details of familiarisation programme has been displayed Mr. Hung-Yi Kao Member (Non Executive Director)
on website at: http://www.dlink.co.in/corporate/investor/ Ms. Madhu Gadodia Member (Independent Director)
2.8 The board identified the core skills/expertise/competencies The Committee’s composition meets with requirements of
as required in the context of its business(es) and sector(s) for Section 177(2) of the Companies Act, 2013 and SEBI (Listing
it to function effectively and those actually available with the Obligations and Disclosure Requirements) Regulations, 2015.
board: Mr. Shrinivas Adikesar - Company Secretary of the Company acts
Whether as the Secretary to the Audit Committee. All the Directors in the
Whether Committee are financially literate and have expertise in finance.
the skill,
Type of Skill, Expertise & required in
expertise 3.2 Meetings and Attendance during the year:
Competences context of
available
business During the financial year under review, the Company held
with Board
four Audit Committee meetings on May 29, 2021, July 31,
Finance and Legal Compliance √ √ 2021, November 1, 2021 and February 5, 2022 and the gap
IT & Technical √ √ between two meetings did not exceed four months. The
attendance of each member at these Committee Meetings
Business & Marketing √ √
is given below:
Finance Meetings Meetings
IT & Business & Name of the Director
Name of the Directors and held attended
Technical Marketing
Legal Mr. Rajaram Ajgaonkar 4 4
Mr. Hung-Yi Kao √ √ √ Mr. Satish Godbole 4 4
Mr. Tushar Sighat √ √ √ Mr. Hung-Yi Kao 4 4
Ms. Madhu Gadodia 4 4
Mr. Rajaram Ajgaonkar √ √ √
The necessary quorum was present at each of above Audit
Mr. Satish Godbole √ √ √ Committee meetings. The Chairman of the Audit Committee
Mr. Mukesh Lulla √ √ √ Mr. Rajaram Ajgaonkar was present at the Annual General
Ms. Madhu Gadodia √ √ √ Meeting of the Company held on September 3, 2021.
3.3 Brief description of terms of reference:
2.9 Confirmation as regards Independence of Independent
Directors: a) Terms of Reference:
The terms of reference stipulated by the Board to the Audit
The Independent Directors have also confirmed that they have
Committee and as contained under Section 177 of the
complied with the Code for Independent Directors prescribed
Companies Act, 2013 are as follows:
under Schedule IV of the Companies Act, 2013.
1) the recommendation for appointment, remuneration and
In the opinion of the Board, the Independent Directors fulfil the terms of appointment of auditors of the company;
conditions of independence specified under Section 149(6) of 2) review and monitor the auditor’s independence and
the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI performance, and effectiveness of audit process;
(Listing Obligations & Disclosure Requirements) Regulations, 3) examine of the financial statement and the auditors’ report
2015, and are independent of the management. During the thereon;
year under review, there is no resignation of an independent 4) approve or any subsequent modification of transactions
director before the expiry of tenure. of the company with related parties;
3. AUDIT COMMITTEE: 5) scrutinize inter-corporate loans and investments.
6) perform valuation of undertakings or assets of the company,
3.1 Composition:
wherever it is necessary.
The Board has constituted audit committee with majority of its 7) evaluate internal financial controls and risk management
members being independent directors, including the Chairman. systems;
All the members of the committee are non-executive directors. 8) monitoring the end use of funds raised through public
The composition of the Audit Committee is as under: offers and related matters.

54 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Report on Corporate Governance

b) Role of Audit Committee: 13) Reviewing the adequacy of internal audit function,
1) Oversight of the company’s financial reporting process and if any, including the structure of the internal audit
the disclosure of its financial information to ensure that department, staffing and seniority of the official heading the
the financial statement is correct, sufficient and credible; department, reporting structure coverage and frequency of
internal audit;
2) Recommendation for appointment, remuneration and
terms of appointment of auditors of the company; 14) Discussion with internal auditors of any significant findings
and follow up there on;
3) Approval of payment to statutory auditors for any other
15) Reviewing the findings of any internal investigations by
services rendered by the statutory auditors;
the internal auditors into matters where there is suspected
4) Reviewing, with the management, the annual financial fraud or irregularity or a failure of internal control systems
statements and auditor’s report thereon before submission of a material nature and reporting the matter to the board;
to the board for approval, with particular reference to:
16) Discussion with statutory auditors before the audit
a) Matters required to be included in the Director’s commences, about the nature and scope of audit as well
Responsibility Statement to be included in the Board’s as post-audit discussion to ascertain any area of concern;
report in terms of clause (c) of sub-section 3 of section 17) To look into the reasons for substantial defaults in the
134 of the Companies Act, 2013; payment to the depositors, debenture holders, shareholders
b) Changes, if any, in accounting policies and practices (in case of non-payment of declared dividends) and
and reasons for the same; creditors;
c) Major accounting entries involving estimates based 18) To review the functioning of the Whistle Blower mechanism;
on the exercise of judgment by management; 19) Approval of appointment of Chief Financial Officer after
d) Significant adjustments made in the financial statements assessing the qualifications, experience and background,
arising out of audit findings; etc. of the candidate;
e) Compliance with listing and other legal requirements 20) Carrying out any other function as is mentioned in the
relating to financial statements; terms of reference of the Audit Committee.

f) Disclosure of any related party transactions; 21) reviewing the utilization of loans and/ or advances from/
investment by the holding company in the subsidiary
g) Modified opinion(s) in the draft audit report exceeding rupees 100 crore or 10% of the asset size of
5) Reviewing, with the management, the quarterly financial the subsidiary, whichever is lower including existing loans /
statements before submission to the board for approval; advances / investments existing as on the date of coming
6) Reviewing, with the management, the statement of uses into force of this provision.
/ application of funds raised through an issue (public
4. NOMINATION AND REMUNERATION COMMITTEE:
issue, rights issue, preferential issue, etc.), the statement
of funds utilized for purposes other than those stated in 4.1 Composition of Nomination and Remuneration Committee:
the offer document / prospectus / notice and the report The Nomination & Remuneration Committee of the Board
submitted by the monitoring agency monitoring the of Directors meets the criteria laid down under Section 178
utilisation of proceeds of a public or rights issue, and of the Companies Act, 2013, read with of the SEBI (Listing
making appropriate recommendations to the Board to Obligations and Disclosure Requirements) Regulations, 2015.
take up steps in this matter; The Composition of the Nomination and Remuneration
7) Reviewing and monitoring the auditor’s independence Committee (NRC) is as under:
and performance, and effectiveness of audit process;
Name of the
8) Approval or any subsequent modification of transactions Category
Director/Member
of the Company with related parties;
Mr. Satish Godbole Chairman (Independent Director)
9) Scrutiny of inter-corporate loans and investments; Mr. Rajaram Ajgaonkar Member (Independent Director)
10) Valuation of undertakings or assets of the Company, Mr. Hung-Yi Kao Member (Non Executive Director)
wherever it is necessary;
Ms. Madhu Gadodia Member (Independent Director)
11) Evaluation of internal financial controls and risk management
systems; 4.2 Brief Description of Terms of Reference:

12) Reviewing, with the management, performance of statutory Following are terms of reference of the Nomination and
and internal auditors, adequacy of the internal control Remuneration Committee as contained under SEBI (Listing
systems; Obligations and Disclosure Requirements) Regulations, 2015:

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 Report on Corporate Governance

1) Formulation of the criteria for determining qualifications, viz. Audit Committee, Nomination and Remuneration Committee
positive attributes and independence of a director and and Stakeholders’ Relationship Committee was done by all
recommend to the Board of Directors a policy, relating to the Directors. The performance evaluation of the Independent
the remuneration of the directors, key managerial personnel Directors was carried out by the Board excluding the Director
and other employees; being evaluated. The performance evaluation of the Chairman
2) Formulation of criteria for evaluation of performance of and Executive Directors was carried out by all the Independent
Independent Directors and the Board of Directors; Directors.
Based on the feedback received from the Directors, the
3) Devising a policy on diversity of Board of Directors;
Board was of the opinion that the individual performance of
4) Identifying persons who are qualified to become directors the Independent Directors was effective for the financial year
and who may be appointed in senior management in 2021-22.
accordance with the criteria laid down, and recommend
4.5 Remuneration Policy:
to the Board of Directors their appointment and removal.
In accordance with Section 178 of the Companies Act, 2013
5) whether to extend or continue the term of appointment of the
and SEBI Listing Regulations, the Board of Directors at their
independent director, based on the report of performance
meeting held on August 23, 2014 (amended on May 29, 2021)
evaluation of independent directors.
formulated the Nomination and Remuneration Policy of the
6) recommend to the board, all remuneration, in whatever Company on the recommendations of the Nomination and
form, payable to senior management. Remuneration Committee. The salient aspects covered in the
4.3 Meetings held and Attendance during the year: Nomination and Remuneration Policy, covering the policy on
During the year under review, the Company held three appointment and remuneration and other matters have been
Nomination and Remuneration Committee meetings on disclosed in the Directors report.
May 29, 2021, November 01, 2021 and February 05, 2022. 5. REMUNERATION PAID TO THE DIRECTORS:
The attendance of each member at these Committee Meetings
5.1 Details of other pecuniary relationship/transactions of Non-
is given below:
Executive Directors vis-à-vis the Company:
Meetings The Company has paid dividend to the following non-executive
Name of the Director Meetings held
attended
directors:
Mr. Satish Godbole 3 3
Gross Dividend Paid
Mr. Rajaram Ajgaonkar 3 3 Name of the
during the year 2021-22
Non-Executive Director
Mr. Hung-Yi Kao 3 3 (Amt in `)
Ms. Madhu Gadodia 3 3 Mr. Mukesh Lulla 47,70,000/-

4.4 Performance Evaluation criteria for Independent Directors: Mr. Satish Godbole 45/-

Pursuant to the provisions contained in Companies Act, 5.2 Criteria of making payments to Non-Executive Directors (as
2013 and Schedule IV (Section 149(8)) of the Companies decided by Board of Directors):
Act, and Regulation 17 (10) of the SEBI (Listing Obligations The Non-Executive Directors are entitled to sitting fees for
and Disclosure Requirements) Regulations, 2015, the Annual attending the Board/Committee Meetings. Apart from sitting
performance evaluation has been carried out of all the Directors, fees, no payment by way of bonus, commission, pension,
the Board, Chairman of the Board and the working of the Audit
incentives etc., is paid to any of the Non-Executive Directors.
Committee, Nomination and Remuneration Committee and
The Company has no stock option plans and hence, such
Stakeholders Relationship Committee.
instruments do not form part of remuneration payable to
The performance evaluation of the Board of Directors was non-executive directors.
carried out based on the detailed questionnaire containing
criteria such as duties and responsibilities of the Board, The Non-Executive Directors are paid sitting fees at the rate of
information flow to the Board, time devoted to the meetings, ` 50,000/- for attending each meeting of the Board, ` 50,000/-
etc. Similarly, the evaluation of Directors was carried out on for attending each meeting of the Audit Committee, ` 25,000/-
the basis of questionnaire containing criteria such as level for each of the meetings of Nomination and Remuneration
of participation by individual directors, independent judgement Committee, Stakeholders Relationship Committee, Corporate
by the director, understanding of the Company’s business, etc. Social Responsibility Committee, Risk management Committee
The performance evaluation of the Board and the Committees, and other board committees.

56 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Report on Corporate Governance

Details of sitting fees paid/payable to the Non-Executive 5.3 Disclosures with respect to remuneration:
Directors for the year under review are as under. - Managing Director / Executive Director:
Directors Sitting Fees
Executive Directors Remuneration
Mr. Hung-Yi Kao* ` 825,000/-
Mr. Rajaram Ajgaonkar ` 725,000/- Mr. Tushar Sighat ` 28,155,609/-
Mr. Satish Godbole ` 650,000/- Note:
Mr. Mukesh Lulla ` 375,000/- Remuneration to executive director includes basic salary,
Ms. Madhu Gadodia ` 650,000/- performance bonus, allowances etc.
* Includes sitting fees paid for the previous financial year.

- Salient features of terms of appointment of Managing Director:

Particulars

Name of the Directors Mr. Tushar Sighat

Basic Salary `300,000/- per month with such annual increment in salary as may be decided by the Board or any
Committee thereof, in its absolute discretion from time to time subject to a ceiling of ` 600,000/- per
month.

Special Allowances ` 600,000/- per month with such annual increment as may be decided by the Board or any Committee
thereof, in its absolute discretion from time to time, subject to a ceiling of ` 1,200,000/- per month.

Performance linked Performance linked variable pay and / or any other compensation as may be decided by the Board or
variable pay and / or any any Committee thereof, in its absolute discretion from time to time and the same may be made on a
other compensation pro-rata basis every month or on an annual basis subject to maximum of ` 20,000,000/-per annum.

House Rent Allowances House Rent Allowance equivalent to 40 % of the Basic Salary.

Perquisites a) Use of Company’s telephone and car for official duties.

b) Reimbursement of all Medical expenses upto maximum of ` 25 lakhs p.a.
c) Provident Fund and Gratuity as per the applicable laws and rules.
d) Earned Leave encashment as per the rules of the Company.
e) For the purpose of calculating the above perquisites, valuation shall be done as per Income
Tax Act and Rules made thereunder, wherever applicable and in the absence of any such rule,
perquisites shall be evaluated at actual cost.

Terms of appointment Appointed as Managing Director from November 2, 2020 for a period of three years.

Notice Period Three months’ notice in advance by either party.

Severance fees Three months’ salary in lieu of notice.

6. STAKEHOLDERS’ RELATIONSHIP COMMITTEE: The Composition of the Stakeholders Relationship Committee

is as under:
6.1 Composition:
Name of the
Category
The Stakeholders’ Relationship Committee has been constituted Director/Member
to deal with the redressal of investor complaints relating to Mr. Satish Godbole Chairman (Independent Director)
transfer of shares, non-receipt of Annual Report and Non- Mr. Rajaram Ajgaonkar Member (Independent Director)
Receipt of Dividend etc. The Stakeholders Relationship
Mr. Tushar Sighat Member (Executive Director)
Committee of the Board of Directors meets the criteria laid
down under Section 178 of the Companies Act, 2013, read with Ms. Madhu Gadodia Member (Independent Director)
Regulation 20 of the SEBI (Listing Obligations and Disclosure
Name and Designation of Compliance Officer - Mr. Shrinivas
Requirements) Regulations, 2015. Adikesar, Company Secretary.

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 Report on Corporate Governance

6.2 Terms of Reference of the Stakeholders’ Relationship Name of the Director Category
Committee are as follows:
Mr. Tushar Sighat Chairman (Executive Director)
1) Oversee and review all matters connected with the transfer
of the Company’s securities. Mr. Rajaram Ajgaonkar Member (Independent Director)

2) Monitor redressal of investors’ / shareholders’ / security Mr. Satish Godbole Member (Independent Director)
holders’ grievances. Ms. Madhu Gadodia Member (Independent Director)
3) Oversee the performance of the Company’s Registrar and Mr. Mukesh Lulla Member (Non-Executive Director)
Transfer Agents.
CSR Committee is primarily responsible for formulating and
4) Recommend methods to upgrade the standard of services
monitoring the implementation of the framework of corporate
to investors.
social responsibility policy and to look into overall Corporate
5) Carry out any other function as is referred by the board Social Responsibility governance.
from time to time or enforced by any statutory notification
/ amendment or modification as may be applicable. 7.2 Meetings held and Attendance during the year:
During the year under review, the Company held Four
The role of the committee shall inter-alia include the
CSR Committee meetings on May 29, 2021, July 31, 2021,
following:
November 1, 2021 and February 5, 2022. The attendance of
(1) Resolving the grievances of the security holders of the listed
each member at this Committee Meeting is given below:
entity including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of Meetings Meetings
Name of the Director
declared dividends, issue of new/duplicate certificates, held attended
general meetings etc. Mr. Tushar Sighat 4 4
2) Review of measures taken for effective exercise of voting Mr. Mukesh Lulla 4 4
rights by shareholders.
Mr. Rajaram Ajgaonkar 4 4
3) Review of adherence to the service standards adopted
by the listed entity in respect of various services being Mr. Satish Godbole 4 4
rendered by the Registrar & Share Transfer Agent. Ms. Madhu Gadodia 4 4
4) Review of the various measures and initiatives taken by
the listed entity for reducing the quantum of unclaimed 8. RISK MANAGEMENT COMMITTEE:
dividends and ensuring timely receipt of dividend warrants/ 8.1 Composition of Risk Management Committee:
annual reports/statutory notices by the shareholders of Pursuant to SEBI Listing Regulations, the board of directors
the company. at its meeting held on May 29, 2021 has formed a risk
6.3 Meetings and Attendance during the year: management committee to frame, implement and monitor the
risk management plan for the Company. The purpose of the
During the year under review, one meeting of the Stakeholders’
committee is to assist the Board in fulfilling its responsibilities
Relationship Committee was held on May 29, 2021.
with regard to identification, evaluation and mitigation of
During the year, the Company had received 23 complaints
operational and strategical risks. The Risk Management
from the shareholders relating to non-receipt of dividend and
Committee has the overall responsibility of monitoring and
non-receipt of annual report. The complaints were attended
approving risk policies and associated practices of the
and resolved to the satisfaction of the shareholders. As on
Company.
March 31, 2022, no investor grievance has remained
unattended. The composition of the Risk Management Committee is as
under:
The Chairman of the Committee Mr. Satish Godbole was
present at the previous Annual General Meeting held on Name of the Director Category
September 3, 2021. Mr. Tushar Sighat Chairperson (Executive Director)
7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Mr. Rajaram Ajgaonkar Member (Independent Director)
(‘CSR Committee’):
Mr. Mukesh Lulla Member (Non-Executive Director)
7.1 Composition of CSR Committee:
Mr. Howard Kao Member (Non-Executive Director)
Pursuant to Section 135 of the Companies Act 2013 the Board
has constituted a Corporate Social Responsibility Committee The risk management committee has all the powers and
(‘CSR Committee’) consisting of the following directors namely: responsibilities as specified under the SEBI Listing Regulations.

58 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Report on Corporate Governance

8.2 Meetings held and Attendance during the year: 9.3 Details of Special resolutions passed through Postal Ballot
During the year under review, the Company held three Risk during the last year:
Committee meetings on May 29, 2021, November 1, 2021 During the year under review, the Company did not conduct
and February 5, 2022. The attendance of each member at postal ballot process for passing any resolution, whether
this Committee Meeting is given below: ordinary or special.
Further, there is no immediate proposal for passing any
Meetings Meetings
Name of the Director resolution through postal ballot.
held attended
Mr. Tushar Sighat 3 3 10. MEANS OF COMMUNICATION:
Particulars
Mr. Mukesh Lulla 3 3
a) Quarterly Results Quarterly results are
Mr. Rajaram Ajgaonkar 3 3 published in one English
Mr. Howard Kao 3 3 National Daily and Local
Daily, published in the
language of the region where
9. GENERAL BODY MEETINGS:
the registered office of the
9.1 Location and time, where last three AGMs were held: company is located.
Date Time Location b) Newspapers wherein - In English:
results normally The Financial Express,
Through Video published The Navhind Times
Conferencing (VC) /
September 3, 2021 11.00 a.m. - In Marathi: Pudhari
Other Audio-Visual
Means (OAVM) c) Any website, where
https://in.dlink.com
displayed
Through Video
Conferencing (VC) / d) Whether it also displays
September 25, 2020 11.00 a.m. None
Other Audio-Visual Official News releases
Means (OAVM) e) The presentations made
Kesarval Gardens, to Institutional Investors None
August 02, 2019 11.00 a.m. Verna, Salcette, or to the Analysts
Goa – 403722 11. GENERAL SHAREHOLDER INFORMATION:
9.2 Special Resolutions passed in the Annual General Meetings 11.1 Annual General Meeting
/ Extra Ordinary General Meetings held during last three
Date : August 13, 2022
financial years:
Time : 11.00 a.m.
Financial Date of AGM/ Particulars of Venue : Through Video Conference and Audio-Visual means.
Year EGM Special Resolution
11.2 Financial Year 2022-23:
- Re-appointment of
For the year ending March 31, 2023, the results will be
September Ms. Madhu Vishal Gadodia
2020-21 announced as per the tentative schedules below:
3, 2021 as an Independent Director
of the Company. Particulars Date
- Re-appointment of First Quarter Results On or before August 14, 2022
September Second Quarter Results On or before November 14, 2022
2019-20 Mr. Tushar Sighat as
25, 2020
Managing Director & CEO. Third Quarter Results On or before February 14, 2023
- Re-appointment of Audited Annual Results On or before May 30, 2023
Mr. Rajaram Ajgaonkar 11.3 Dates of Book Closure:
& Mr. Satish Godbole as The Register of Members and the Share Transfer Register
August 2, Independent Directors. will remain closed from July 30, 2022 to August 5, 2022
2018-19
2019 - Variation in terms of (both days inclusive).
appointment & payment 11.4 Dividend Payment Date:
of Remuneration to
The Dividend will be paid to all shareholders on or after
Mr. Tushar Sighat
August 16, 2022.

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 Report on Corporate Governance

11.5 Listing on Stock Exchanges: ISIN Code for the Company’s equity share:
The shares of the Company have been listed on The BSE Depositories ISIN
Limited and The National Stock Exchange of India Limited.
The annual listing fees were paid to the Stock Exchanges. CDSL and NSDL INE250K01012

11.6 Stock Code: Corporate Identity Number (CIN): L72900GA2008PLC005775

The Stock Exchange Stock Code 11.7 Market Price Data:
BSE Limited 533146 Stock High/Low price and Performance in comparison to
broad-based indices viz., BSE Sensex and NSE Nifty is as
National Stock Exchange of India Limited DLINKINDIA under:

Month DLINK (INDIA) on BSE BSE Sensex DLINK (INDIA) on NSE NSE Index Nifty 50
High (`) Low (`) High Low High (`) Low (`) High Low
Apr-21 109 95 50,376 47,205 110 98 14,855 14,602
May-21 122 96 52,013 48,028 122 99 15,606 15,374
Jun-21 147 105 53,127 51,451 147 105 15,916 15,451
Jul-21 169 138 53,291 51,803 169 138 15,962 15,513
Aug-21 160 120 57,625 52,804 161 120 17,154 15,835
Sep-21 161 129 60,412 57,264 161 130 17,948 17,055
Oct-21 160 136 62,245 58,551 160 136 18,604 17,453
Nov-21 159 126 61,037 56,383 160 125 18,210 16,782
Dec-21 187 129 59,203 55,133 187 129 17,401 17,239
Jan-22 194 139 61,475 56,410 195 136 18,351 16,837
Feb-22 179 130 59,619 54,383 179 130 17,795 16,203
Mar-22 151 133 58,891 52,261 149 133 17,560 15,671

61475
59203 59619 58891
57625 62245
60412 61037
52013 53127
50376
53291

D-LINK (INDIA) ON BSE BSE INDEX

18604 18210 18351 17795

17948 17401 17560
17154
15606 15916 15962
14855

D-LINK (INDIA) ON NSE NSE INDEX

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 Introduction Statutory Reports Financial Statements

Report on Corporate Governance

11.8 Trading of securities:

The equity shares of the Company are actively traded on the BSE Limited and the National Stock Exchange of India Limited.
The securities of the Company were not suspended from trading during the year.
11.9 Registrar and Share Transfer Agent:
KFin Technologies Limited (formerly KFin Technologies Private Limited)
Unit : D-Link (India) Limited
KFintech Tower B, Plot No 31-32, Selenium building
Financial District, Nanakramguda,
Gachibowli, Hyderabad - 500 032
Toll Free No.: 1800-3454-001
Fax No. 040-23001153
11.10 Share Transfer System:
The transfer of shares in physical form is processed and completed by Registrar & Transfer Agent within a period of 15 days
from the date of receipt thereof provided all the documents are in order. In case of shares in electronic form, the transfers are
processed by depositories through respective Depository Participants. In compliance with the Listing Regulations, a Practicing
Company Secretary carries out audit of the System of Transfer and a certificate to that effect is issued.
11.11 Distribution of Shareholding:
- Distribution of Shareholding as on March 31, 2022:
Sl. No. Category No. of Cases % to Cases Amount % to Amount
1 1-5000 46631 99.39 9005071 25.36
2 5001-10000 161 0.34 1189354 3.35
3 10001-20000 75 0.15 1059059 2.98
4 20001-30000 20 0.04 496119 1.39
5 30001- 40000 5 0.01 172710 0.48
6 40001- 50000 2 0.01 87000 0.24
7 50001- 100000 12 0.02 902021 2.54
8 100001 and above 11 0.02 22593516 63.63
Total 46917 100 35504850 100
Note: Folios are not consolidated based on PAN
- Share holding pattern as on March 31, 2022:
Sl. No. Description Total Cases Total Shares Total Cases %
1 Foreign Portfolio Investors 3 119,100 0.34
2 Resident Individuals 44,452 12,377,355 34.86
3 Promoters 1 18,114,663 51.02
4 Employees 33 2,580 0.01
5 Non Resident Indians 371 323,855 0.91
6 Clearing Members 70 102,899 0.29
7 Directors 4 2,635,325 7.42
8 Non Resident Indian Non Repatriable 220 167,039 0.47
9 Bodies Corporates 218 1,074,146 3.03
10 NBFC 1 7,000 0.02
11 IEPF 1 51,080 0.14
12 HUF 828 529,808 1.49
TOTAL: 46,202 35,504,850 100
11.12 Dematerialization of Shares and Liquidity:
The total number of shares held in dematerialized form as on March 31, 2022 is 35,488,240 equity shares representing 99.95%
of the total number of shares of the Company.

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 Report on Corporate Governance

11.13 Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion
date and likely impact on equity: NA
11.14 Plant Locations: Not applicable
11.15 Address for Correspondence:
Shareholders Correspondence should be addressed to:

The Company Secretary Registrars & Share Transfer Agents

D-Link (India) Limited KFin Technologies Limited
Plot No. U02B, Verna Industrial Estate, Unit: D-Link (India) Limited
Selenium Tower B, Plot 31 & 32,
Verna, Goa – 403722.
Financial District, Nanakramguda,
Phone Nos: 0832-2885800/811 Serilingampally Mandal,
Fax Nos: 0832-2885823 Hyderabad - 500 032, Telangana.
E-mail: shares@dlink.co.in Toll Free No.: 1800 309 4001
Email : einward.ris@kfintech.com

The Company maintains an exclusive email id: shares@dlink.co.in to redress the Investor’s Grievances as required under
Regulation 13 of SEBI (LODR) Regulations, 2015.
11.16. Disclosure of all list of credit ratings obtained:
The Company has obtained credit rating for the Cash Credit / Working Capital Demand Loan facilities (Fund based) from CRISIL
Ratings Limited and have reaffirmed the ratings as A/Stable. The Company has not issued any debt instruments, does not have
fixed deposit programme or any scheme or proposal involving mobilization of funds. Hence this is not applicable.
11.17. Disclosure by the Company and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which
directors are interested. – Nil.
12. OTHER DISCLOSURES:
12.1 Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity
at large:
The transactions entered into with related parties during the financial year were in the ordinary course of business and on arm’s
length price basis. Transactions with related parties, as per requirements of Accounting Standard are disclosed in note No 40
annexed to the standalone financial statements. There are no materially significant transactions with the related parties viz.
Promoters, Directors or the Management, or their relatives or Subsidiaries that had potential conflict with the Company’s interest.
12.2 Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the
board or any statutory authority, on any matter related to capital markets, during the last three years:
- None
12.3 Details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel have been denied access
to the audit committee:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder and SEBI Listing
Regulations 2015, the Company has implemented Vigil Mechanism/ Whistle Blower Policy for disclosing of any unethical and
improper practices or wrongful conduct by employees or directors of the Company. The Policy was approved by the Board
of Directors at their meeting held on May 19, 2014 (amended on May 30, 2016 and May 29, 2021), which is effective from
April 1, 2014 and forms an integral part of its functioning. The policy also provides the access of Audit Committee constituted
by the Board. The Policy prohibits the Company to take any adverse action against its employees or directors for disclosing in
good faith any unethical & improper practices or alleged wrongful conduct to the Audit Committee.
Any employee or director who observes o r notices any unethical & improper practice or alleged wrongful conduct in the Company
shall report the same via e-mail at the following email addresses; legal@in.dlink.com and shares@dlink.co.in.
The Company affirms that it has not denied any personnel from an access to the Audit Committee.
12.4 Details of compliance with mandatory requirements and adoption of the non-mandatory requirements:
The Company has complied with all mandatory requirements as stated in the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

62 / D-Link (India) Limited

 Introduction Statutory Reports Financial Statements

Report on Corporate Governance

12.5 The policy determining ‘material’ subsidiaries of the Company is disclosed at:
http://www.dlink.co.in/pdf/Material%20Subsidiary%20Policy.pdf
12.6 The policy on dealing with related party transactions is disclosed at: http://www.dlink.co.in/pdf/RELATED%20PARTY%20POLICY.pdf
12.7 The Company had obtained a certificate from a company secretary in practice that none of the directors on the board of the
company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry
of Corporate Affairs or any such statutory authority as at March 31, 2022. The Certificate is part of this report.
12.8 There is no instances where the board had not accepted any recommendation of any committee of the board which is mandatorily
required, for the financial year ended March 31, 2022.
12.9 Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors are disclosed
in note 28 to the consolidated financial statement.
12.10 Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints filed during the financial year Nil

Number of complaints disposed of during the financial year Nil
Number of complaints pending as on end of the financial year Nil
12.11 There is no non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above.
12.12 Disclosure of commodity price risks and commodity hedging activities.
The Company has managed the Foreign Exchange risk with appropriate hedging activities in accordance with the policies of
the Company. The Company used Forward Exchange Contracts to hedge against its Foreign Currency exposures relating to
firm commitments. Details of foreign currency exposure and hedging are disclosed in note No. 33 to the standalone financial
statements.
12.13 Disclosure with respect to Demat Suspense Account / Unclaimed suspense account:
There were no shares in the demat suspense account or unclaimed suspense account during the financial year 2021-22.
12.14 The Company is in compliance with the requirements stipulated under regulation 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance.
13. DISCRETIONARY REQUIREMENTS UNDER SCHEDULE II PART E OF THE SEBI LISTING REGULATIONS:
13.1 The Board of Directors:
The Company has a Non-Executive Chairman/Chairperson. No separate office is maintained for Non- Executive Chairperson
and the expenses incurred by during performance of duties are reimbursed.
13.2 Shareholder’s Rights:
The Company does not send half yearly declaration of financial performance to its shareholders. The financial results are displayed
on the Company’s website.
13.3 Modified opinion in audit reports:
For FY 2021-22, the Auditors have expressed an unmodified opinion on the Financial Statements of the Company. The Company
continues to adopt best practices to ensure a regime of unmodified Financial Statements.
13.4 Reporting of Internal Auditor:
The Company had appointed M/s CNK & Associates LLP, Chartered Accountants as the Internal Auditor of the Company for
reviewing the internal control system operating in the Company. The Internal auditors report to the Audit Committee.
For and on Behalf of the Board of Directors

Tushar Sighat
Managing Director& CEO
DIN: 06984518
Mumbai
Dated: April 26, 2022

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Independent Auditors’ Certificate on Corporate Governance

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE REQUIRED UNDER THE
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 BY D-LINK (INDIA) LIMITED

To the members of D-LINK (INDIA) LIMITED

I have examined the compliance with conditions of Corporate Governance by D-LINK (INDIA) LIMITED (the Company) under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”)
for the year ended 31st March 2022.
In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the LODR Regulations. This Certificate is issued pursuant to
the requirements of Schedule V (E) of the LODR Regulations.
The compliance with conditions of Corporate Governance is the responsibility of the management of the Company. My examination
was limited to procedures adopted and implementation thereof, by the Company for ensuring compliance with the condition of
Corporate Governance under LODR Regulations. The examination is neither an audit nor an expression of opinion on the financial
statements of the Company.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness
with which the management has conducted the affairs of the company.

Shivaram Bhat
Place : Panaji, Goa Practising Company Secretary
Date : April 26, 2022 ACS 10454, CP 7853, PR 1775/2022
UDIN: A010454D000211820

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 Introduction Statutory Reports Financial Statements

Declaration regarding compliance by Board Members and Senior

Management personnel with the Company’s Code of Conduct

I confirm that the Company has in respect of the financial year ended 31st March, 2022, received from all the members of the Senior
Management of the Company and of the Board, a declaration of compliance with the code of conduct as provided under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
For D-Link (India) Limited
Tushar Sighat
Managing Director & CEO
DIN: 06984518
Mumbai, dated: April 26, 2022

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Certificate of Non-Disqualification of Directors

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)

To,
The Members of
D-LINK (INDIA) LIMITED
Plot No. U02B, Verna Industrial Estate,
Verna, Goa - 403722
I have examined the relevant registers, records, forms, returns and disclosures received from Directors of D-LINK (INDIA) LIMITED
having CIN L72900GA2008PLC005775 and having registered office at Verna, Salcette, Goa(hereinafter referred to as ‘the Company’),
produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with
Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby
certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2022
have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority:

Sr.
Name of Director DIN Date of Appointment in Company
No.
1 Mr. Rajaram Moreshwar Ajgaonkar 00605034 30/03/2009
2 Mr. Satish Vishnu Godbole 02596364 31/03/2009
3 Mr. Tushar Sighat 06984518 30/09/2014
4 Mr. Mukesh Tirthdas Lulla 00524435 04/02/2016
5 Ms.Madhu Vishal Gadodia 07583394 27/08/2016
6 Mr. Hung Yi Kao 08190631 04/08/2018

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
Shivaram Bhat
Place : Panaji, Goa Practising Company Secretary
Date : April 26, 2022 ACS No. 10454, CP No. 7853 PR 1775/2022
UDIN: A010454D000211732

66 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Independent Auditors’ Report

To the Members of D-Link (India) Limited

Report on the Audit of the Standalone Financial Statements

Opinion
We have audited the standalone financial statements of D-Link (India) Limited (the “Company”), which comprise the standalone balance sheet as
at 31 March 2022, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in
equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary
of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, and its profit and other
comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under
those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence
obtained by us, is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements
of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Description of Key Audit Matter
Revenue recognition: Refer Note 2.2d for accounting policy and Note 19 for revenue details

The key audit matter How the matter was addressed in our audit
The Company sells networking products and aims to offer high In view of the significance of the matter we applied the following audit procedures
quality products to its customers. in this area, among others to obtain sufficient appropriate audit evidence:
Revenue from sale of products is recognised when the risks and – Assessed the appropriateness of the revenue recognition accounting
rewards of the underlying products as well as the control over the policies by comparing with applicable accounting standards.
products have been transferred to the customer. This is based on – Tested the design, implementation and operating effectiveness of the
the terms and conditions of the sales contracts entered into with Company’s internal controls including general IT application/ controls over
the customers. the Company’s systems which govern recording of revenue.
We have identified recognition of revenue as a key audit matter as – Performed substantive testing by selecting samples using statistical
revenue is a key performance indicator. sampling tool for revenue transactions recorded during the year, by verifying
There is also a risk of revenue being recognised in the wrong the underlying documents, which included sales invoices and delivery/
accounting period due to sales cut-off issue e.g overstating shipping documents.
revenue by recording sales during the period and at the period – Performed an analysis of the revenue during the period to identify any
end, however delivery scheduled in subsequent periods. unusual trends, such as month on month analysis.
There is also a risk of revenue being fraudulently overstated – Performed sales cut-off testing (including sales booked after the year-
through booking fictious sales transactions. end) for samples selected using statistical sampling tool by verifying the
underlying invoice, terms of delivery and delivery/shipping documents.
– Performed unpredictable audit procedures obtain sales transaction
confirmation for one month from customer selected on random basis.
– Circulated balance confirmations request letters to the parties selected
using statistical sampling tool. On non-receipt of confirmation, performed
alternate procedures including verification of invoice and collection in the
bank statement.
– Assessed manual journals entries posted to revenue.
– Evaluated the adequacy of the standalone financial statement disclosures as
per Indian Accounting standard 115 revenue from contracts with customers.

Building Networks for People / 67

 Independent Auditors’ Report
Other Information
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information
included in the Company’s annual report, but does not include the standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes
in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial
controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of
standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.

68 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Independent Auditors’ Report

Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143 (11)
of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2.(A) As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those
books.
c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement
of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules,
2014, in our opinion and to the best of our information and according to the explanations given to us:
a) The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its standalone financial
statements - Refer Note XX to the standalone financial statements.
b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Company or
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any
persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that
the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that
has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any material mis-statement.
e) The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.
(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current
year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under
Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be
commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.: 101248W/W-100022

Rekha Shenoy
Place : Mumbai Partner
Date : 26 April 2022 Membership No. 124219
UDIN 22124219AHVSOV2805

Building Networks for People / 69

Annexure “A” to the Independent Auditors’ Report
With reference to the Annexure A referred to in the Independent Auditors’ Report to the members of the D-Link (India) Limited on the
Standalone financial statements for the year ended 31 March 2022, we report the following:
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and
Equipment.
(i) (a) (B) The Company has maintained proper records showing full particulars of intangible assets.
(i) (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified
every year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its
assets. No material discrepancies were noticed on such verification.
(i) (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds
of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in
favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company.
(i) (d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.
(i) (e) According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no
proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions
Act, 1988 and rules made thereunder.
(ii) (a) The inventory, except goods-in-transit, has been physically verified by the management during the year. For goods-in-transit subsequent
evidence of receipts has been linked with inventory records. In our opinion, the frequency of such verification is reasonable and procedures
and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and
the book records that were more than 10% in the aggregate of each class of inventory.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets.
In our opinion, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of account of the
Company. The Company does not have any sanctioned working capital limits from financial institution.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has
not made any investments, provided guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to
companies, firms, limited liability partnerships or any other parties during the year. Accordingly, provisions of clauses 3(iii)(a) to 3(iii)(f) of the Order
are not applicable to the Company.
(iv) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not given any
loans, or provided any guarantee or security as specified under section 185 and 186 of the Companies Act, 2013. In respect of the investments
made by the Company, the provisions of section 186 of the Companies Act, 2013 have been complied with.
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order
is not applicable.
(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under
Section 148(1) of the Companies Act, 2013 for the products sold by it and services provided by it. Accordingly, clause 3(vi) of the Order is not
applicable.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts
deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax (‘GST’), Provident
fund, Employees’ State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues have been regularly deposited by the
company with the appropriate authorities.
The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective
1 July 2017, these statutory dues has been subsumed into GST.
According to the information and explanations given to us, no undisputed amounts payable in respect of GST, Provident fund, Employees’
State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues were in arrears as at 31 March 2022 for a period of more than
six months from the date they became payable.

70 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Annexure “A” to the Independent Auditors’ Report

(b) According to the information and explanations given to us, statutory dues relating to GST, Provident Fund, Employees State Insurance,
Income-Tax, Duty of Customs or Cess or other statutory dues which have not been deposited on account of any dispute are as follows:
Amount Amount Paid
Period to which Forum where dispute
Nature of statute Nature of dues Demanded under Protest
amount relates is pending
(` lakhs) (` lakhs)
Goa Value Added Tax Act, 2005 Value added tax 15.72 4.22 FY 2012-2013 Commercial Tax Officer

Central Sales Tax Act, 1956 Central sales tax 11.01 1.11 FY 2012-2013 Commercial Tax Officer

FY2014-2015 to Custom, Excise & Services Tax

Customs Act, 1962 Custom Duty 940.25 76
FY 2017-2018 Appellate Tribunal, Mumbai

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the
Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to banks during the year. Further, the Company
did not have any outstanding loans or borrowings from financial institutions and any other lender during the year.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has not been declared a wilful defaulter by any bank or financial institution or government or government authority.
(c) According to the information and explanations given to us by the management , the Company has not obtained any term loans during the
year. Accordingly, clause 3(ix)(c) of the Order is not applicable
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that
no funds raised on short-term basis have been used for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the
company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its
subsidiary as defined under the Act.
The Company does not hold any investment in any associate or joint venture (as defined under Companies Act, 2013) during the year ended
31 March 2022.
(f) According to the information and explanations given to us and procedures performed by us, we report that the company has not raised loans
during the year on the pledge of securities held in its subsidiary (as defined under Companies Act, 2013). The Company does not have any
joint ventures or associate companies (as defined under Companies Act, 2013).
(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) Accordingly, clause
3(x)(a) of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company
has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly,
clause 3(x)(b) of the Order is not applicable.
(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, no fraud by
the Company or on the Company has been noticed or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013
has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government.
(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not
applicable.

Building Networks for People / 71

 Annexure “A” to the Independent Auditors’ Report
(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with
Section 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the
standalone financial statements as required by the applicable accounting standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with
its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the
Company.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and is not a Core Investment Company
(CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(a), (b) and (c) of the Order are not applicable.
(d) The Company is not part of any group. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of
financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the
Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of
meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up
to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from
the balance sheet date, will get discharged by the Company as and when they fall due.
(xx) (a) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of section 135
of the Companies Act, 2013 pursuant to any projects. Accordingly, clause 3(xx)(a) and (b) of the Order are not applicable.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.: 101248W/W-100022

Rekha Shenoy
Place : Mumbai Partner
Date : 26 April 2022 Membership No. 124219
UDIN 22124219AHVSOV2805

72 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Annexure “B” to the Independent Auditors’ report

Annexure “B” to the Independent Auditors’ report on the standalone financial statements of D-Link (India) Limited for the year ended 31
March 2022.
Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-Section 3
of Section 143 of the Companies Act, 2013
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
We have audited the internal financial controls with reference to financial statements of D-Link (India) Limited (“the Company”) as of 31 March 2022
in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal
financial controls were operating effectively as at 31 March 2021, based on the internal financial controls with reference to financial statements criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
Management’s Responsibility for Internal Financial Controls
The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the
internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal
control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We
conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
with reference to financial statements were established and maintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial
statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an
understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal
financial controls with reference to financial statements.
Meaning of Internal Financial controls with Reference to Financial Statements
A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial controls with reference to financial statements include those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial controls with Reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation
of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with
reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.: 101248W/W-100022

Rekha Shenoy
Place : Mumbai Partner
Date : 26 April 2022 Membership No. 124219
UDIN 22124219AHVSOV2805

Building Networks for People / 73

Standalone Balance Sheet
as at March 31, 2022
(Currency: ` in Lakhs)
As at March 31
Particulars Notes
2022 2021
ASSETS
Non-current Assets
(a) Property, plant and equipment 3 1,540.80 1,533.27
(b) Right-of-use assets 3A 229.97 486.00
(c) Other intangible assets 3B 0.03 0.50
(d) Financial assets
(i) Investments 4 1,650.00 1,650.00
(ii) Other financial assets 5 38.39 115.05
(e) Deferred tax assets (net) 6 297.05 236.90
(f) Non-current tax assets (net) 7 16.92 16.92
(g) Other non-current assets 8 - -
Total Non-current Assets 3,773.16 4,038.64
Current Assets
(a) Inventories 9 9,782.26 9,094.59
(b) Financial assets
(i) Investments 4 8,256.67 4,853.10
(ii) Trade receivables 10 22,954.54 17,535.25
(iii) Cash and cash equivalents 11 1,773.32 1,589.93
(iv) Bank balances other than (iii) above 12 2,041.96 3,415.32
(v) Other financial assets 5 84.55 12.36
(c) Other current assets 8 851.36 934.83
Total Current Assets 45,744.66 37,435.38
Total Assets 49,517.82 41,474.02
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 13 710.10 710.10
(b) Other equity 14 27,984.00 24,554.71
Total Equity 28,694.10 25,264.81
LIABILITIES
Non-current Liabilities
(a) Financial liabilities
(i) Lease liabilities 35 30.52 230.94
(ii) Other financial liabilities 15 26.19 30.47
Total Non-current Liabilities 56.71 261.41
Current Liabilities
(a) Financial liabilities
(i) Lease liabilities 35 231.58 296.92
(ii) Trade payables 16
(A) total outstanding dues of micro enterprises and small enterprises; and 134.05 188.44
(B) total outstanding dues of creditors other than micro enterprises and small enterprises 19,734.33 14,834.53
(iii) Other financial liabilities 15 216.91 249.10
(b) Other current liabilities 17 270.38 212.07
(c) Provisions 18 73.23 82.53
(d) Current tax liabilities (net) 19 106.53 84.21
Total Current Liabilities 20,767.01 15,947.80
Total Liabilities 20,823.72 16,209.21
Total Equity and Liabilities 49,517.82 41,474.02
Summary of significant accounting policies 2
See accompanying notes to the standalone financial statements 3-45
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Satish Godbole
Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364
Rekha Shenoy Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908
Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

74 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Standalone Statement of Profit and Loss

for the year ended March 31, 2022
(Currency: ` in Lakhs)
For the year ended March 31
Particulars Notes
2022 2021
I. Revenue from operations 20 90,383.71 71,067.57
II. Other income 21 563.61 597.46
III. Total income (I+II) 90,947.32 71,665.03
IV. Expenses
Purchases of stock-in-trade 22 79,614.32 58,815.38
Changes in inventories of stock-in-trade 23 (687.67) 852.10
Employee benefits expense 24 2,929.73 2,717.41
Finance costs 25 38.27 63.29
Depreciation and amortisation expense 26 372.56 386.83
Other expenses 27 3,239.28 4,863.75

Total expenses 85,506.49 67,698.76

V. Profit before tax (IV-III) 5,440.83 3,966.27
VI. Tax expense
Current tax 28 1,471.25 1,017.46
Deferred tax 6 (67.49) 32.62
Excess provision for tax relating to earlier years written back 28 (9.50) (16.00)
1,394.26 1,034.08
VII. Profit for the year (V-VI) 4,046.57 2,932.19
VIII. Other comprehensive income
A (i) Items that will not be reclassified to profit or loss
- Remeasurements of the defined benefit plan 29.15 0.39
(ii) Income tax relating to items that will not be reclassified to profit or loss (7.34) (0.10)
Total other comprehensive (loss) / income (net of taxes) 21.81 0.29
IX. Total comprehensive income for the year (VII+VIII) 4,068.38 2,932.48
X. Earnings per equity share (EPS) 29
(Face value of `2/- per share)
Basic and diluted earnings per share (in `) 11.40 8.26
Summary of significant accounting policies 2
See accompanying notes to the standalone financial statements. 3-45
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Satish Godbole
Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364
Rekha Shenoy Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908
Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

Building Networks for People / 75

Standalone Cash Flow Statement
for the year ended Mach 31, 2022
(Currency: ` in Lakhs)
For the year ended March 31
Particulars
2022 2021
Cash flows from operating activities
Profit before tax 5,440.83 3,966.27
Adjustments for:
Finance costs 38.27 63.29
(Gain) on disposal of property, plant and equipment (0.72) (0.41)
Mark to Market - current investments measured at FVTPL (56.69) (103.11)
Net gain on sale of current investments (128.27) (31.05)
Mark to Market - forward contract measured at FVTPL 4.77 10.35
Bad debts written off - 18.35
Other Income - (15.65)
Interest income (112.93) (96.45)
Allowance for expected credit loss and credit impared on trade receivables and advances (written back) / charged (22.99) 62.89
Depreciation on Right of Asset 291.80 298.46
Depreciation and amortisation expense 80.76 88.37
(Gain) / Loss on unrealised foreign exchange fluctuations (net) (20.51) (8.02)
5,514.32 4,253.29
Adjustments for:
(Increase) / Decrease in trade and other receivables (5,396.82) (387.74)
Decrease / (Increase) in inventories (687.67) 852.10
(Increase) in other non-current financial assets 76.66 (30.58)
Decrease in other current financial assets (76.96) 34.46
(Decrease) / Increase in other current assets 83.47 379.92
Increase in trade and other payables 4,866.44 2,741.45
Increase in current provisions 19.85 12.33
Increase in other current financial liabilities (32.19) 172.33
Increase in other non-current financial liabilities (4.28) 3.48
Increase / (decrease) in other current liabilities 58.31 18.53
(1,093.19) 3,796.28
Cash generated from operations 4,421.13 8,049.57
Income taxes paid (1,439.43) (973.31)
Net cash (used in) / generated from operating activities (A) 2,981.70 7,076.26
Cash flows from investing activities
Payments for purchase of investments in mutual funds (19,950.00) (9,500.00)
Proceeds on sale of Investments in mutual funds 16,731.39 6,996.33
Receipts / (Payments) towards fixed deposits with bank 1,373.36 (3,192.85)
Interest received 112.93 96.45
Payments for purchases of property, plant and equipment (103.91) (21.62)
Proceeds on sale of property, plant and equipment 16.81 0.41
Net cash (used in) investing activities (B) (1,819.42) (5,621.28)
Cash flows from financing activities
Dividends paid (including Corporate Dividend tax) (639.09) (355.04)
Interest paid (38.27) (63.29)
Payments for Lease liabilities (301.53) (271.28)
Net cash (used in) financing activities (C) (978.89) (689.61)
Net (decrease) / increase in cash and cash equivalents (D)=(A)+(B)+(C) 183.39 765.37
Cash and cash equivalents at the beginning of the year (E) 1,589.93 824.56
Cash and cash equivalents at the end of the year (D)+(E) 1,773.32 1,589.93
(Refer Note 11)
Notes:
1. The standalone statement of cash flows is prepared by the indirect method set out in Ind AS 7 on statement of cash flows and presents the cash flows by operating,
investing and financing activities of the Company.
2. Cash and Cash equivalents presented in the standalone statement of cash flows consist of cash on hand and unencumbered bank balances.
3. The accompanying notes are an integral part of these standalone financial statements.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Satish Godbole
Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364
Rekha Shenoy Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908
Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

76 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Standalone Statement of Changes in Equity

for the year ended March 31, 2022
(a) Equity share capital
(Currency: ` in Lakhs)
As at March 31
Particulars Notes
2022 2021
As at the beginning of the year 13 710.10 710.10
As at end of the year 710.10 710.10

(b) Other equity

(Currency: ` in Lakhs)
Other
comprehensive
Securities General Retained income -
Particulars Notes Total
premium reserve earnings Remeasurements
of the defined
benefit plan
As at April 1, 2020 14 3,591.34 1,022.81 17,294.59 68.53 21,977.27

Profit for the year - - 2,932.19 - 2,932.19

Other comprehensive income for the year, - - - 0.29 0.29
net of tax
Total comprehensive income for the year - - 2,932.19 0.29 2,932.48
ended March 31, 2021

Dividend Paid - - (355.04) - (355.04)

As at March 31, 2021 14 3,591.34 1,022.81 19,871.74 68.82 24,554.71

Profit for the year - - 4,046.57 - 4,046.57

Other comprehensive income for the year, - - - 21.81 21.81
net of tax
Total comprehensive income for the year - - 4,046.57 21.81 4,068.38
ended March 31, 2022

Dividend Paid - - (639.09) - (639.09)

As at March 31, 2022 14 3,591.34 1,022.81 23,279.22 90.63 27,984.00

The accompanying notes are an integral part of these standalone financial statements.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775

Tushar Sighat Satish Godbole

Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364

Rekha Shenoy Vinay Joshi Shrinivas Adikesar

Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908

Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

Building Networks for People / 77

Notes forming part of the Standalone Financial Statements
for the year ended March 31, 2022
(Currency: ` in Lakhs)

1 Background of the Company

D-Link (India) Limited (“The Company”) was incorporated on May 26, 2008 under Companies Act, 1956. The Company is a subsidiary of
D-Link Holding Mauritius Inc. and is primarily engaged in marketing and distribution of Networking products. The Company operates through a
distribution network with a wide range of product portfolio and solutions with a nationwide reach across India. The equity shares of the Company
are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The registered office of the Company is “Plot no. U02B, Verna Industrial Estate, Verna, Salcette, Goa - 403 722, India” and the corporate office
is at Unit no. 24, 2nd Floor, Kalpataru Square, Kondivita lane, Andheri-East, Mumbai - 400059.
The financial statements for the year ended March 31, 2022 were approved by the Board of Directors and authorised for issue on April 26, 2022.
2 Basis of preparation and Significant accounting policies
2.1 Basis of preparation
a Statement of compliance
The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013 (“the Act”) and other relevant
provisions of the Act.
b Functional and presentation currency
The standalone financial statements are presented in Indian Rupees (‘INR’), which is also the Company’s functional currency and all values are
rounded to the nearest lakhs, except where otherwise indicated.
c Basis of measurement
The standalone financial statements have been prepared on the accrual basis and under historical cost convention, except for certain financial
instruments that are measured at fair values at the reporting date:
- Certain financial assets and liabilities (including derivative instruments) and contingent consideration that is measured at fair value (refer
accounting policy regarding financial instruments), and
- Net defined benefit liability / asset
d Significant accounting estimates, assumptions and judgments
In application of the Company’s accounting policies, which are described in note 2.2, the management of the Company are required to make
judgements, estimates and assumptions about the carrying amounts of revenues, expenses, assets, liabilities, the accompanying disclosures,
and the disclosure of contingent liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised prospectively.
Estimates and assumptions
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date that may have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended
March 31, 2022 is included in the following notes :
- recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used.
- measurement of defined benefit obligations: key actuarial assumptions;
- recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of
resources;
- provision for inventory obsolescence
- impairment of financial assets (i.e. expected credit loss on trade receivables)
- impairment of non-financial assets
e Measurement of fair values
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the
fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take
those characteristics into account when pricing the asset or liability at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs
to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described
as follows:

78 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

2 Basis of preparation and Significant accounting policies (contd.)
2.1 Basis of preparation (contd.)

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement
date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement
is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the reporting date during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
- investments (current)
- fair value measurements
2.2 Significant accounting policies
a Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost of an item of property,
plant and equipment comprises its purchase price after deducting trade discounts and rebates, any directly attributable cost of bringing the item
to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.
Depreciation has been provided on straight-line method. The estimated useful life which is in line with Schedule II to the the Act is set out herein
below.
Plant and machinery - 15 years
Office premises - 60 years
Office equipments - 3 to 6 years
Furniture and fixtures - 10 years
Electrical installations - 10 years
Vehicles - 8 years
Assets costing less than `5,000 are fully depreciated in the year of acquisition.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amount of the asset and is recognised in the standalone statement of profit and loss
when the asset is derecognised.
Depreciation method, useful lives and residual values are reviewed at each reporting dates and adjusted if appropriate. The management believes
that its estimates of useful lives as given above best represent the period over which management expects to use these assets.
Depreciations on additions / disposals is provided on a pro-rata basis i.e. from / upto the date on which asset is ready for use / disposed of.
For transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of
1 April, 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
b Intangible assets
Intangible assets are stated at their cost of acquisition, less accumulated amortisation and impairment losses. An intangible asset is recognised,
where it is probable that the future economic benefits attributable to the asset will flow to the enterprise and where its cost can be reliably
measured. The amortisable amount of intangible assets is allocated over the best estimate of its useful life on a straight-line basis. The estimated
useful life and amortisation method are reviewed at each reporting date.
The Company capitalises software costs where it is reasonably estimated that the software has an enduring useful life. Software is amortised over
the management’s estimate of its useful life of five years and it is included in depreciation and amortisation expense in standalone statement of
profit and loss.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising
from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset,
are recognised in the standalone statement of profit and loss when the asset is derecognised.
c Impairment of non-financial assets
Non-financial assets are reviewed at each reporting date to determine whether there are indications of impairment and the carrying amount of the
asset, or where applicable the cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e. the higher of the asset’s net
selling price and value in use). The carrying amount is reduced to the recoverable amount and the reduction is recognised as an impairment loss
in the standalone statement of profit and loss.

Building Networks for People / 79

 Notes forming part of the Standalone Financial Statements
2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
The Company’s corporate assets (e.g. central office building for providing support to various cash-generating units) do not generate independent
cash inflows. To determine impairment of corporate asset, recoverable amount is determined for the cash-generating units to which the corporate
asset belongs.
The recoverable amount of a cash generating unit (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value
in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the cash generating unit (or the asset).
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate
of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised
immediately in the standalone statement of profit and loss.
d Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount
that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company assesses
promises in the contract that are separate performance obligations to which a portion of transaction price is allocated.
Income from services rendered is recognised based on agreements/arrangements with the customers as the service is performed and there are
no unfulfilled obligations.
Revenue is measured based on the transaction price as specified in the contract with the customer. It excludes taxes or other amounts collected
from customers in its capacity as an agent. In determining the transaction price, the Company considers below, if any:
- Variable consideration - This includes bonus, incentives, discounts etc. It is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty
with the variable consideration is subsequently resolved. It is reassessed at the end of reporting date.
- Significant financing component - The Company receives short-term advances from its customers. Using the practical expedient in Ind AS
115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects,
at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for
that good or service will be one year or less.
- Consideration payable to a customer – Such amounts are accounted as reduction of transaction price and therefore, of revenue unless the
payment to the customer is in exchange for a distinct good or service that the customer transfers to the Company.
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or contract price. The
accounting for modifications of contracts involves assessing whether the services added to the existing contract are distinct and whether the
pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that
are distinct are accounted for prospectively, either as a separate contract, if additional services are priced at the standalone selling price, or as a
termination of existing contract and creation of a new contract if not priced at the standalone selling price.
Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.
e Inventories
Stock-in-trade are valued at the lower of cost and net realisable value. Net realisable value represents the estimated selling price for inventories
less all estimated cost of completion and cost necessary to make the sale. The comparison of cost and net realisable value is made on item-by-
item basis.
Cost of Stock-in-trade is determined by the weighted average cost method. Cost of Stock-in-trade comprises of all costs of purchase and other
costs incurred in bringing the inventories to their present location and condition.
The Company reviews the condition of its inventories and makes provision against obsolete and slow-moving inventory items which are identified
as no longer suitable for sale or use. Company estimates the net realisable value for such inventories based primarily on the latest invoice prices
and current market conditions. The Company carries out an inventory review at each reporting date and makes provision against obsolete and
slow-moving items. The Company reassesses the estimation on each reporting date.
f Employee benefits
i. Short-term employee benefits
Employee benefits such as salaries, allowances, bonus and ex-gratia, which fall due for payment within a period of twelve months after
rendering service, are measured on an undiscounted basis. It is charged as expense to standalone statement of profit and loss in the period
in which the service is rendered.
ii. Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the Company pays specified contribution to a Government
administered scheme and has no obligation to pay any further amounts. The Company’s monthly contribution to Provident Fund and
Employee’s State Insurance Scheme are considered as defined contribution plans and are charged as an expense in the standalone statement
of profit and loss, based on the amount of contribution required to be made and when services are rendered by the employees.

80 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
iii. Defined benefit plans
Employee benefits under defined benefit plans such as gratuity which fall due for payment after completion of employment are measured
by the projected unit credit method, on the basis of actuarial valuations carried out by third party actuaries at each reporting date. The
Company’s obligation recognised in the standalone balance sheet represents the present value of obligations as reduced by the fair value of
plan assets.
Actuarial gains or losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest) are
recognised immediately in other comprehensive income. Remeasurement recognised in other comprehensive income is reflected immediately
in retained earnings and is not reclassified to the standalone statement of profit and loss. Past service cost is recognised in the standalone
statement of profit and loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of
the period to the net defined benefit liability or asset.
The defined benefit obligation recognised in the standalone balance sheet represents the actual deficit or surplus on the Company’s defined
benefit plan. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds
from the plan or reductions in future contributions to the plan.
iv. Other long-term employee benefits
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders
the related service are recognised as a liability on the basis of an independent actuarial valuation carried out at the reporting date, using the
projected unit credit method. Actuarial gains or losses are recognised in the standalone statement of profit and loss in the year in which they
occur.
g Foreign currency transactions
Transactions in foreign currencies are recognised at the rates of exchange prevailing at the date of the transaction.
At the end of each reporting date, monetary items denominated in foreign currencies are restated at the rates prevailing at that date.
Exchange differences on monetary items are recognised in the standalone statement of profit and loss in the year in which they arise.
h Borrowing costs
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes
exchange differences to the extent regarded as an adjustment to the borrowing costs. Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended
use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in the standalone statement of profit and loss in the period in which they are incurred.
i Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current and deferred tax are recognised in the standalone statement of profit and loss, except when they relate to items that are recognised in
other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income
or directly in equity respectively.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable
or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received
after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted
by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amount, and it is intended
to realise the asset and settle the liability on a net basis or simultaneously.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the standalone financial statements
and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable
temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised.
Deferred tax is not recognised for :
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss at the time of the transaction;
- temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to
control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
The carrying amount of deferred tax assets is reviewed at the end of each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Building Networks for People / 81

 Notes forming part of the Standalone Financial Statements
2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the
asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Company expects, at the end of the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
j Cash dividends
The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is authorised and the
distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by
the shareholders. A corresponding amount is recognised directly in equity. An interim dividend is recorded as a liability on the date of declaration
by the Board of Directors.
k Earnings per share (‘EPS’)
Basic EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity
shares outstanding during the year. Diluted EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders by
the weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except
where the results are anti-dilutive.
l Leases
The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right
to control the use of an identified assets, the Company assesses whether: (i) the contact involves the use of an identified asset (ii) the Company
has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct
the use of the asset.
As a lessee, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement
date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset
or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same
basis as those of property and equipment. In addition, the right-of- use asset is periodically reduced by impairment losses, if any, and adjusted
for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the
Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the fixed payments, including insubstance fixed payments;
The lease liability is measured at amortised cost using the effective interest method.
The Company applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.
The Company’s leases comprise buildings for warehouse facilities and office premises.
m Provisions and contingent liability
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting
date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non—occurrence
of one or more uncertain future events not wholly within the control of the Company or a present obligation that is not recognized because it is
not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where
there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but
discloses its existence in the standalone financial statements.
Contingent liabilities are reviewed at each reporting date.

82 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
n Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss ‘FVTPL’) are added
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through standalone statement of profit and loss are recognised
immediately in the standalone statement of profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification
of the financial assets
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated
at fair value through profit or loss on initial recognition):
• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
All other financial assets are subsequently measured at fair value.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received
that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt
instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income
is recognised in the standalone statement of profit and loss and is included in the “Other income” line item.
Financial assets at FVTPL
Debt instruments that do not meet the amortised cost criteria or Fair value through other comprehensive income ‘FVTOCI’ criteria are measured
at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured
at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting date, with any gains or losses arising on remeasurement
recognised in the standalone statement of profit and loss. The net gain or loss recognised in the standalone statement of profit and loss
incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income’ line item. Dividend on financial assets at
FVTPL is recognised when the Company’s right to receive the dividends is established, it is probable that the economic benefits associated with
the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can
be measured reliably.
Investment in Subsidiary
Investment in Subsidiary is carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying
amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the
difference between net disposal proceeds and the carrying amounts are recognised in the standalone statement of profit and loss.
Impairment of financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, trade
receivables and other contractual rights to receive cash or other financial asset.
For trade receivables and any contractual right to receive cash or another financial asset that result from transactions that are within the scope
of IND AS 115 Revenue from contracts, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient
as permitted under IND AS 109 Financial instruments.
Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the
end of each reporting date.

Building Networks for People / 83

 Notes forming part of the Standalone Financial Statements
2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in standalone
statement of profit and loss except for those which are designated as hedging instruments in a hedging relationship.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of
the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent
accounting years. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the
effective interest method.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting date, the
foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in the standalone
statement of profit and loss.
Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the
financial asset and the transfer qualifies for derecognition under Ind AS 109 Financial instruments. A financial liability (or a part of a financial
liability) is derecognized from the Company’s standalone balance sheet when the obligation specified in the contract is discharged or cancelled
or expires.
Derivative financial instruments
The Company enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks.
These contracts are initially recognised at fair value at the date the same are entered into and are subsequently remeasured to their fair value
at the end of each reporting date. The resulting gain or loss is recognised in the standalone statement of profit and loss immediately, unless the
contract is designated and effective as a hedging instrument, in which event the timing of the recognition in the standalone statement of profit
and loss depends on the nature of hedging relationship and the nature of the hedged item.
o Standards issued but not effective
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment
Rules, 2022, applicable from April 1st, 2022, as below
a) Ind AS 16 Property, Plant and Equipment – For items produced during testing/trail phase, clarification added that revenue generated out of
the same shall not be recognised in SOPL and considered as part of cost of PPE.
b) Ind AS 37 Provisions, Contingent Liabilities & Contingent Assets – Guidance on what constitutes cost of fulfilling contracts (to determine
whether the contract is onerous or not) is included.
c) Ind AS 41 Agriculture– This aligns the fair value measurement in Ind AS 41 with the requirements of Ind AS 113 Fair Value Measurement to
use internally consistent cash flows and discount rates and enables preparers to determine whether to use pre-tax or post-tax cash flows
and discount rates for the most appropriate fair value measurement.
d) Ind AS 101 – First time Adoption of Ind AS – Measurement of Foreign Currency Translation Difference in case of subsidiary/associate/ JV’s
date of transition to Ind AS is subsequent to that of Parent.
e) FCTR in the books of subsidiary/associate/JV can be measured based Consolidated Financial Statements.
f) Ind AS 103 – Business Combination – Reference to revised Conceptual Framework. For contingent liabilities / levies, clarification is added on
how to apply the principles for recognition of contingent liabilities from Ind AS 37. Recognition of contingent assets is not allowed.
g) Ind AS 109 Financial Instruments – The amendment clarifies which fees an entity includes when it applies the ‘10 per cent’ test in assessing
whether to derecognise a financial liability.
The amendments are extensive and the Company will evaluate the same to give effect to them as required by law. The Company does not expect
these amendments to have any significant impact on its financial statements.

84 / D-Link (India) Limited

 (Currency: ` in Lakhs)

3 Property, Plant and Equipments (PPE)

Plant and Office Office Furniture Electrical
Description of Assets Vehicles Total
Machinery premises equipments and fixtures installations
I. Cost
Balance as at April 1, 2021 37.57 1,537.84 180.07 146.16 16.79 69.59 1,988.02
Additions 0.73 - 45.98 0.52 - 56.68 103.91
Disposals (1.00) - (58.31) (2.89) - (28.50) (90.70)
Balance as at March 31, 2022 37.30 1,537.84 167.74 143.79 16.79 97.77 2,001.23

II. Accumulated depreciation for the

year ended March 31, 2022
Balance as at April 1, 2021 (16.14) (141.45) (132.24) (116.95) (14.45) (33.52) (454.75)
Depreciation for the year (3.23) (28.27) (29.07) (8.67) (0.31) (10.74) (80.29)
Eliminated on disposal of assets 0.64 - 58.31 2.29 - 13.37 74.61
Balance as at March 31, 2022 (18.73) (169.72) (103.00) (123.33) (14.76) (30.89) (460.43)

Net block (I+II) 18.57 1,368.12 64.74 20.46 2.03 66.88 1,540.80

Plant and Office Office Furniture Electrical

Description of Assets Vehicles Total
Machinery premises equipments and fixtures installations
I. Cost
Balance as at April 1, 2020 37.42 1,537.84 168.37 142.73 15.83 69.59 1,971.78
Additions 0.15 - 17.08 3.43 0.96 - 21.62
Disposals - - (5.38) - - - (5.38)
Balance as at March 31, 2021 37.57 1,537.84 180.07 146.16 16.79 69.59 1,988.02

II. Accumulated depreciation for the

year ended March 31, 2021
Introduction / Statutory Reports

Balance as at April 1, 2020 (13.10) (113.18) (112.52) (96.53) (11.97) (25.16) (372.46)
Depreciation for the year (3.04) (28.27) (25.10) (20.42) (2.48) (8.36) (87.67)
Eliminated on disposal of assets - - 5.38 - - - 5.38
Balance as at March 31, 2021 (16.14) (141.45) (132.24) (116.95) (14.45) (33.52) (454.75)

Net block (I+II) 21.43 1,396.39 47.83 29.21 2.34 36.07 1,533.27

Note : All the immovable properties disclosed in the financial statement are held in the name of the Company.

Building Networks for People

Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

/ 85
 Notes forming part of the Standalone Financial Statements
(Currency: ` in Lakhs)
3A Right-of-use asset (ROU assets)
Leased warehouse
Description of assets Total
and office premises
I. Cost
Balance as at April 1, 2021 1,107.26 1,107.26
Additions 35.77 35.77
ROU Security Deposit - -
Balance as at March 31, 2022 1,143.03 1,143.03
II. Accumulated depreciation for the year ended March 31, 2022
Balance as at April 1, 2021 (621.26) (621.26)
Depreciation for the year (291.80) (291.80)
Surrender / termination of lease - -
Balance as at March 31, 2022 (913.06) (913.06)
Net block (I+II) 229.97 229.97

Leased warehouse
Description of assets Total
and office premises
I. Cost
Balance as at April 1, 2020 987.05 987.05
Additions 120.21 120.21
ROU Security Deposit - -
Balance as at March 31, 2021 1,107.26 1,107.26
II. Accumulated depreciation for the year ended March 31, 2021
Balance as at April 1, 2020 (322.80) (322.80)
Depreciation for the year (298.46) (298.46)
Balance as at March 31, 2021 (621.26) (621.26)
Net block (I+II) 486.00 486.00
Notes:
1. The aggregate depreciation expense on right-of-use asset is included under depreciation and amortisation expense in the Standalone
statement of profit and loss.
2. Refer note no. 35 “Leases” for ROU assets movement.

3B Intangible assets
Particulars Total
Computer software
Balance as at April 1, 2021 14.23
Additions during the year -
Balance as at March 31, 2022 14.23
Accumulated amortisation for 2021-22
Balance as at April 1, 2021 (13.73)
Amortisation expense for the year (0.47)
Balance as at March 31, 2022 (14.20)
Net block as at March 31, 2022 0.03

Particulars Total
Computer software
Balance as at April 1, 2020 14.23
Additions during the year -
Balance as at March 31, 2021 14.23
Accumulated amortisation for 2020-2021
Balance as at April 1, 2020 (13.03)
Amortisation expense for the year (0.70)
Balance as at March 31, 2021 (13.73)
Net block as at March 31, 2021 0.50

86 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

(Currency: ` in Lakhs)
4 Investments
Non-current

As at March 31
Particulars
2022 2021
Unquoted Investments
Investment in Equity Instruments (at cost) in Subsidiary Company. (Refer note below) 1,650.00 1,650.00
Total 1,650.00 1,650.00
Aggregate amount of impairment in the value of investments - -
The Company holds 10,499 Equity shares of `10/- each fully paid-up i.e. 99.99% equity shares in TeamF1 Networks Private Limited which is
incorporated in India as at March 31, 2022 (March 31, 2021 : 10,499 Equity shares of `10/- each fully paid-up i.e. 99.99% equity shares).

Current

As at March 31, 2022 As at March 31, 2021

Particulars
Nos. of Units Amount Nos. of Units Amount
Unquoted investments
Investment in mutual funds (at fair value through profit and loss)
ICICI Prudential Liquid Fund - Direct Plan Growth 286,649.64 903.68 201,325.10 613.51
HDFC Liquid Fund -Direct Plan - Growth Option 21,520.41 900.57 12,523.80 506.65
Aditya Birla Sun Life Liquid Fund - Growth - Direct Plan 321,180.85 1,102.05 215,591.59 714.76
Nippon India Liquid Fund - Direct Plan -Growth Plan - - 13,181.65 663.38
Axis Liquid Fund - Growth - Regular 46,893.75 1,101.97 31,229.10 709.75
Kotak Liquid Fund - Direct Plan Growth 21,187.17 911.70 - -
UTI Liquid Cash Plan - Direct Growth Plan 26,188.66 913.47 16,621.27 560.22
LIC MF Liquid Fund - Direct Plan - Growth - - 12,397.64 463.28
SBI Liquid Fund Direct Growth 27,015.42 900.45 12,734.97 410.27
L&T Liquid Fund - Regular Growth 20,807.46 603.45 - -
Tata Liquid Fund Regular Plan Growth 27,582.28 919.33 6,551.86 211.28
Total 8,256.67 4,853.10
Aggregate amount of unquoted investments at cost 8,200.00 4,749.99
Aggregate amount of impairment in the value of investments - -

5 Other financial assets (Unsecured, considered good)

Non-current

As at March 31
Particulars
2022 2021
Security deposits 38.39 115.05
Total 38.39 115.05

Current

As at March 31
Particulars
2022 2021
Security deposits 84.55 10.25
Forward contract assets - 2.11
Total 84.55 12.36

There are no other financial assets which have a significant increase in credit risk or are credit impaired.

Building Networks for People / 87

 Notes forming part of the Standalone Financial Statements
6 Deferred tax assets (net) (Currency: ` in Lakhs)
The following is the analysis of deferred tax assets/(liabilities) presented in the balance sheet:

As at March 31
Particulars
2022 2021
Deferred tax assets 477.87 416.26
Deferred tax liabilities (180.82) (179.36)
Net 297.05 236.90

Year ended March 31, 2022

Recognised in Recognised in other
Opening Closing
Particulars statement of comprehensive
balance balance
profit or loss income
Deferred tax assets / (liabilities) in relation to:
Provision for inventory obsolescence 115.72 24.37 - 140.09
Provision for doubtful advances 64.81 (0.01) - 64.80
Provision for doubtful debts 64.35 (5.79) - 58.56
Defined benefit obligation 7.30 (2.34) (7.34) (2.38)
Disallowance under section 43B of Income Tax Act, 1961 13.37 - - 13.37
Expenses disallowed pursuant to Section 40 (i) (a) of
150.67 52.67 - 203.34
Income Tax Act, 1961
Intangible assets 0.03 0.05 - 0.08
Others 0.01 - - 0.01
Deferred tax assets 416.26 68.95 (7.34) 477.87
Property, plant and equipment (163.94) (10.70) - (174.64)
Others (15.42) 9.24 (6.18)
Deferred tax liabilities (179.36) (1.46) - (180.82)
Total 236.90 67.49 (7.34) 297.05

Year ended March 31, 2021

Recognised in Recognised in other
Opening Closing
Particulars statement of comprehensive
balance balance
profit or loss income
Deferred tax assets / (liabilities) in relation to:
Provision for inventory obsolescence 142.18 (26.46) - 115.72
Provision for doubtful advances 73.09 (8.28) - 64.81
Provision for doubtful debts 48.52 15.83 - 64.35
Defined benefit obligation 4.30 3.10 (0.10) 7.30
Disallowance under section 43B of Income Tax Act, 1961 13.37 - - 13.37
Expenses disallowed pursuant to Section 40 (i) (a) of Income Tax
157.18 (6.51) - 150.67
Act, 1961
Intangible assets (0.05) 0.08 - 0.03
Others 0.01 - - 0.01
Deferred tax assets 438.60 (22.24) (0.10) 416.26
Property, plant and equipment (154.99) (8.95) - (163.94)
Others (13.99) (1.43) - (15.42)
Deferred tax liabilities (168.98) (10.38) - (179.36)
Total 269.62 (32.62) (0.10) 236.90

88 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

7 Non-current tax assets (Currency: ` in Lakhs)

As at March 31
Particulars
2022 2021
Current tax liabilities
Provision for Income Tax (2,362.11) (2,362.11)
Less : Advance payment of taxes 2,379.03 2,379.03
Total 16.92 16.92

8 Other assets
Non current
As at March 31
Particulars
2022 2021
Recoverable from government authorities :
Unsecured, Considered good - -
Unsecured, Considered doubtful 56.96 56.96
Less : Provision (56.96) (56.96)
Advances to suppliers
Unsecured, Considered doubtful - -
Less : Provision - -
Total - -
Current
As at March 31
Particulars
2022 2021
Unsecured, Considered good :
Customs and other duties recoverable 302.71 736.74
Advances to suppliers 390.15 70.19
Advance to employees 3.43 5.43
Prepaid expenses 155.07 122.47
Total 851.36 934.83
9 Inventories
As at March 31
Particulars
2022 2021
Inventories (lower of cost and net realisable value)
Stock-in-trade - Networking products 6,415.85 6,120.32
Stock-in-trade - Networking products - Goods-in-transit 3,366.41 2,974.27
Total 9,782.26 9,094.59
The cost of stock-in-trade is net of provision in respect write-down of inventories to net realisable value amounting to ` 556.62 Lakhs (as at
March 31, 2021 : ` 459.75 Lakhs).
10 Trade receivables
As at March 31
Particulars
2022 2021
(a) Unsecured, considered good
- from related parties* 3.69 2.93
- from others 22,950.85 17,532.32
(b) Trade receivable which have significant increase in credit risk 11.84 36.52
Less : Allowance for expected credit loss (11.84) (36.52)
(c) Credit impaired 220.82 219.13
Provision for Credit impaired (220.82) (219.13)
Total 22,954.54 17,535.25
* Refer Note 40 for related party transactions

Building Networks for People / 89

 Notes forming part of the Standalone Financial Statements
10 Trade receivables (contd.) (Currency: ` in Lakhs)
The average credit period on sales is 30 to 60 days. No interest is charged on overdue trade receivables.
A formal credit policy has been framed and credit facilities are given to customers within the framework of credit policy. As credit risk management
mechanism, a policy for doubtful debts has been formulated and the risk exposure related to receivables is identified based on criteria’s mentioned
in policy and provided in credit loss allowance.
There are no trade receivables which have a significant increase in credit risk.
At March 31, 2022, the carrying amount of the Company’s most significant customers is ` 7,699.24 Lakhs (March 31, 2021 : ` 4,578.90 Lakhs)
Ageing for trade receivables as at March 31, 2022 is as follows:
As at March 31, 2022
Particulars Less than 6 months - 1-2 2-3 More than Total
Not due
6 months 1 year years years 3 years
(i) Undisputed Trade receivables -
19,719.75 3,234.74 - 0.05 - - 22,954.54
considered good
(ii) Undisputed Trade Receivables -
- 5.18 - - 6.66 - 11.84
considered doubtful
(iii) Disputed Trade Receivables -
- - - - - - -
considered good
(iv) Disputed Trade Receivables -
- - - - 54.34 166.48 220.82
considered doubtful
Total 19,719.75 3,239.92 - 0.05 61.00 166.48 23,187.20

Ageing for trade receivables as at March 31, 2021 is as follows:

As at March 31, 2021
Particulars Less than 6 months - 1-2 2-3 More than Total
Not due
6 months 1 year years years 3 years
(i) Undisputed Trade receivables -
14,845.42 2,616.72 - - - - 17,462.14
considered good
(ii) Undisputed Trade Receivables -
- 27.16 - 9.36 - - 36.52
considered doubtful
(iii) Disputed Trade Receivables -
- - - 73.11 - - 73.11
considered good
(iv) Disputed Trade Receivables -
- - - 52.65 166.48 - 219.13
considered doubtful
TOTAL 14,845.42 2,643.88 - 135.12 166.48 - 17,790.90
The following table provides information about the exposure to credit risk and expected credit loss for trade receivables as at March 31, 2022
Particulars Gross carrying amount Weighted-average loss rate Loss allowance provision
Within the credit period 19,719.75 0.00% -
1 to 90 days past due 3,236.62 0.00% -
91 to 180 days past due 3.30 0.00% -
181 to 270 days past due - 0.00% -
271 to 360 days past due - 0.00% -
More than 360 days past due 227.53 100.00% 227.53
Total 23,187.20 227.53
Note: Additional provision of ` 5.13 Lakhs created based on management estimate towards certain debtors over and above the provision as per
expected credit loss model.
The following table provides information about the exposure to credit risk and expected credit loss for trade receivables as at March 31, 2021.

Particulars Gross carrying amount Weighted-average loss rate Loss allowance provision
Within the credit period 14,845.42 0.00% -
1 to 90 days past due 2,554.35 0.00% -
91 to 180 days past due 89.53 4.20% 3.76
181 to 270 days past due - 0.00% -
271 to 360 days past due - 0.00% -
More than 360 days past due 301.60 77.39% 233.41
Total 17,790.90 237.18
Note : Additional provision of ` 18.47 Lakhs created based on management estimate towards certain debtors over and above the provision as
per expected credit loss model.

90 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

11 Cash and cash equivalents (Currency: ` in Lakhs)

As at March 31
Particulars
2022 2021
Cash on hand 0.09 0.09
Balances with banks in current accounts 998.76 1,589.84
Fixed deposits with Bank with original maturity for less than 3 months 774.47 -
Total 1,773.32 1,589.93

12 Bank balances other than above

As at March 31
Particulars
2022 2021
Earmarked balances
- Unpaid dividend accounts 11.93 12.13
Fixed deposits with Bank with original maturity for more than 3 months and maturing within 12 months 2,030.03 3,403.19
- Given as security against Bank Guarantees - ` 26.93 Lakhs (as at March 31, 2021 : ` 18.29 Lakhs)
Total 2,041.96 3,415.32

13 Equity share capital

As at March 31
Particulars
2022 2021
Authorised Share capital :
70,000,000 (March 31, 2021 : 70,000,000) equity shares of ` 2 each 1,400.00 1,400.00
Issued, subscribed and fully paid up:
35,504,850 (March 31, 2021 : 35,504,850) fully paid equity shares of ` 2 each 710.10 710.10
Total 710.10 710.10

i. Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period

As at March 31
2022 2021
Particulars
Number of Number of
shares shares
At the beginning of the year 35,504,850 35,504,850
At the end of the year 35,504,850 35,504,850

ii. Terms and Rights attached

The Company has a single class of equity shares. Each shareholder is eligible for one vote per share held. The Company declares and pays
dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution
of all preferential amounts, in proportion to their shareholding.

iii. Details of equity shares held by the Holding Company

As at March 31
2022 2021
Particulars
Number of Number of
shares shares
D-Link Holding Mauritius Inc. 18,114,663 18,114,663

iv. Details of equity shares held by each shareholder holding more than 5% shares in the Company

As at March 31, 2022

Name of Shareholders Number of % holding in the
shares held class of shares
Fully paid equity shares
D-Link Holding Mauritius Inc., holding company 18,114,663 51.02%
Mukesh Tirthdas Lulla 2,634,356 7.42%

Building Networks for People / 91

 Notes forming part of the Standalone Financial Statements
13 Equity share capital (contd.) (Currency: ` in Lakhs)
As at March 31, 2021
Name of Shareholders Number of % holding in the
shares held class of shares
Fully paid equity shares
D-Link Holding Mauritius Inc., holding company 18,114,663 51.02%
Mukesh Tirthdas Lulla 2,755,000 7.76%
v. No shares have been issued for consideration other than cash during the period of five years immediately preceding the reporting date.
vi. Details of shares held by promoters

As at March 31, 2022

Particulars Number of % change
shares held during the year
Name of Promoter
Fully paid equity shares
D-Link Holding Mauritius Inc., holding company 18,114,663 0.00%

As at March 31, 2021

Particulars Number of % change
shares held during the year
Fully paid equity shares
D-Link Holding Mauritius Inc., holding company 18,114,663 0.00%

14 Other Equity
As at March 31
Particulars
2022 2021
General reserve - Refer note (i) below 1,022.81 1,022.81
Securities premium - Refer note (ii) below 3,591.34 3,591.34
Retained earnings - Refer note (iii) below
Balance at the beginning of the year 19,940.56 17,363.12
Add : Transferred from statement of profit and loss 4,046.57 2,932.19
Add : Transferred from other comprehensive income - Refer note (iv) below 21.81 0.29
Less : Dividend paid 639.09 355.04
Balance at the end of the year 23,369.85 19,940.56
Total 27,984.00 24,554.71
(i) The general reserve is credited from time to time to transfer profits from retained earnings for appropriation purposes.
(ii) Security premium is created when shares are issued at premium and it is utilised in accordance with the provisions of the Companies Act, 2013.
(iii) Retained earnings comprise of the Company’s undistributed profits after taxes.
(iv) Other comprehensive income consist of re-measurement of defined benefit plan comprises actuarial gains and losses and return on plan
assets (excluding interest income).

15 Other financial liabilities

Non current
As at March 31
Particulars
2022 2021
Security deposits 26.19 30.47
Total 26.19 30.47

92 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

Current (Currency: ` in Lakhs)
As at March 31
Particulars
2022 2021
Unclaimed dividends 11.93 12.13
Forward contract liability 2.66 -
Other liabilities - Employees benefits payable 202.32 236.97
Total 216.91 249.10

16 Trade payables
As at March 31
Particulars
2022 2021
Total outstanding dues of micro and small enterprises (Refer note below) 134.05 188.44

Total outstanding dues of creditors other than micro and small enterprises 19,734.33 14,834.53
Total 19,868.38 15,022.97
The Company’s exposure to currency and liquidity risks related to trade payables is disclosed in Note 33(ii).
Disclosures relating to amounts payable as at the year end together with interest paid / payable to Micro, Small and Medium Enterprises have been
made in the accounts, as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of information available with the
Company determined on the basis of intimations received from suppliers regarding their status and required disclosures are given below :
As at March 31
Particulars
2022 2021
(i) the principal amount remaining unpaid as on year end. 134.05 188.44
(ii) the amount of interest due thereon remaining unpaid as on year end. - -
(iii) the amount of interest paid by the Company in terms of Section 16 of Micro, Small and Medium - -
Enterprises Development Act, 2006, along with the amount of payment made to the supplier beyond
the appointed day during the year.
(iv) the amount of interest due and payable for the period of delay in making payment (which have been - -
paid but beyond the appointed date during the year) but without adding the interest specified under
the Micro, Small and Medium Enterprises Development Act, 2006.
(v) the amount of interest accrued and remaining unpaid as on year end and - -
(vi) the amount of further interest remaining due and payable even in the succeeding years, until such - -
date when the interest dues as above are actually paid to the small enterprise, for the purpose of
disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises
Development Act, 2006.
Ageing for trade payables as at March 31, 2022 is as follows:
Less than 2-3 More than
Particulars Not due Unbilled 1-2 years Total
1 year years 3 years
(i) MSME 134.05 - - - - - 134.05
(ii) Others 10,416.15 3,000.31 6,317.87 - - - 19,734.33
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 10,550.20 3,000.31 6,317.87 - - - 19,868.38

Ageing for trade payables as at March 31, 2021 is as follows:

Less than 2-3 More than
Particulars Not due Unbilled 1-2 years Total
1 year years 3 years
(i) MSME 188.44 - - - - - 188.44
(ii) Others 6,577.79 2,324.62 5,932.12 - - - 14,834.53
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 6,766.23 2,324.62 5,932.12 - - - 15,022.97

Building Networks for People / 93

 Notes forming part of the Standalone Financial Statements
17 Other current liabilities (Currency: ` in Lakhs)

Current
As at March 31
Particulars
2022 2021
(a) Advances from customers 50.65 1.77
(b) Others
- Statutory dues* 98.39 83.67
- Disputed demand of Value Added Tax / Central Sales Tax 21.40 21.40
- Payable on behalf of Principal (net) 99.94 105.23
Total 270.38 212.07

* Includes provident fund and tax dedcuted at source etc

18 Current Provisions
As at March 31
Particulars
2022 2021
Employee benefits
- Gratuity-Defined benefit liabilities (refer note 31) 20.36 31.04
- Provision for compensated absences 52.87 51.49
Total 73.23 82.53

19 Current tax liabilities

As at March 31
Particulars
2022 2021
Current tax liabilities
Provision for Income Tax 4,310.02 2,848.27
Less : Advance payment of taxes (4,203.49) (2,764.06)
Total 106.53 84.21

20 Revenue from operations

For the year ended March 31
Particulars
2022 2021
(a) Sales of Networking products 90,297.30 70,979.76
(b) Sales of services 56.60 50.38
(c) Other operating revenues
- Export benefits 29.81 37.43
- Others - -
Total 90,383.71 71,067.57
For the year ended March 31, 2022, revenues from sales of networking products to two significant customer is ` 22,788.48 Lakhs (year ended
March 31, 2021 : ` 20,253.15 Lakhs).
Refer Note 37 for disaggregation of revenue.
Reconciliation of revenue recognized with the contracted price is as follows:
For the year ended March 31
Particulars
2022 2021
Contracted Price 95,692.08 73,302.27
Reductions towards variable consideration components (5,308.37) (2,234.70)
Revenue recognised 90,383.71 71,067.57
The reduction towards variable consideration comprises of volume discounts, rebates etc.

94 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

21 Other income (Currency: ` in Lakhs)

For the year ended March 31

Particulars
2022 2021
a) Interest income
- From others 112.93 96.45
b) Others
- Net Gain on disposal of property, plant and equipment 0.72 0.41
- Net Gain on foreign currency transactions and translations 204.42 350.79
- Mark to Market - forward contracts measured at FVTPL - -
- Mark to Market - current investments measured at FVTPL 56.67 103.11
- Net Gain on sale of current investments 128.29 31.05
- Others 37.59 15.65
- Allowance for expected credit loss written back 22.99 -
Total 563.61 597.46

22 Purchase of stock-in-trade
For the year ended March 31
Particulars
2022 2021
Purchase of Stock-in-Trade - networking products 79,614.32 58,815.38
Total 79,614.32 58,815.38

23 Changes in inventories of stock-in-trade

For the year ended March 31
Particulars
2022 2021
Closing stock - networking products 9,782.26 9,094.59
Less : Opening stock - networking products 9,094.59 9,946.69
Total (687.67) 852.10

24 Employee benefits expense

For the year ended March 31
Particulars
2022 2021
Salaries, wages and bonus 2,767.45 2,568.84
Contribution to provident and other funds 101.92 96.01
Staff welfare expenses 60.36 52.56
Total 2,929.73 2,717.41

25 Finance costs
For the year ended March 31
Particulars
2022 2021
Interest
- On delayed payments of Income-tax / GST 2.04 7.35
- On lease liabilities (refer note 35) 36.23 55.94
Total 38.27 63.29

Building Networks for People / 95

 Notes forming part of the Standalone Financial Statements
26 Depreciation and amortisation expense (Currency: ` in Lakhs)

For the year ended March 31

Particulars
2022 2021
Depreciation of property, plant and equipment (refer note 3) 80.29 87.67
Depreciation of right-of-use asset (refer note 3A) 291.80 298.46
Amortisation of intangible assets (refer note 3B) 0.47 0.70
Total 372.56 386.83

27 Other expenses
For the year ended March 31
Particulars
2022 2021
Power and fuel 39.11 34.26
Travelling and conveyance 138.34 81.87
Legal and consultation fees 299.83 219.38
Royalty fees (refer note 40) 1,061.95 706.28
Audit fees (refer note below) 65.60 46.36
Directors sitting fees 32.25 25.75
Rates and taxes 1.60 17.19
Repairs and maintenance - others 248.63 242.90
Communication expenses 63.48 72.13
Insurance 146.42 163.69
Advertisement and sales promotion expenses 376.85 2,433.62
Servicing expenses 445.32 462.75
Packing material consumption 53.12 56.05
Corporate social responsibility expenses (Refer note 38) 136.60 98.20
Allowance for expected credit loss and credit impared on trade receivables and advances - 62.89
Mark to Market loss - forward contracts measured at FVTPL 4.77 10.35
Bad debts written off - 18.35
Net loss on agency business 32.49 18.18
Miscellaneous expenses 92.92 93.55
Total 3,239.28 4,863.75

Note :
For the year ended March 31
Payments to auditors
2022 2021
a) For audit
- For statutory audit 16.00 14.50
- For limited review 15.00 13.50
b) For other services 32.50 17.50
c) For reimbursement of expenses 2.10 0.86
Total 65.60 46.36

96 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

28 Income taxes (Currency: ` in Lakhs)
i. Income tax recognised in standalone statement profit or loss
For the year ended March 31
Particulars
2022 2021
Current tax
In respect of the current year 1,471.25 1,017.46
Excess provision for tax in respect of earlier years written back (9.50) (16.00)
1,461.75 1,001.46
Deferred tax (67.49) 32.62
(67.49) 32.62
Total 1,394.26 1,034.08

The income tax expense for the year can be reconciled to the accounting profit as follows:
For the year ended March 31
Particulars
2022 2021
Profit before tax 5,440.83 3,966.27
Income tax expense calculated at 25.17% (March 31, 2021 : 25.17%) 1,369.46 998.31
Effect of expenses that are not deductible in determining taxable profit
Corporate Social Responsibility expenses 34.38 29.75
Disallowance u/s 14A of Income Tax Act, 1961 - -
Others (0.08) 22.02
1,403.76 1,050.08
Adjustments recognised in the current year in relation to the current tax of prior years (9.50) (16.00)
Income tax expense recognised in statement of profit or loss 1,394.26 1,034.08

ii. Income tax recognised in other comprehensive income

For the year ended March 31
Particulars
2022 2021
Deferred tax
Arising on income and expenses recognised in other comprehensive income:
On account of re-measurement of defined benefit obligation 7.34 0.10
Total 7.34 0.10
Bifurcation of the income tax recognised in other comprehensive income into:-
Items that will not be reclassified to profit or loss 7.34 0.10

29 Earnings per share

Earnings per share is calculated by dividing the profit attributable to the Equity shareholders by the weighted average number of Equity shares
outstanding during the year, as under:

For the year ended March 31

Particulars
2022 2021
Net Profit after tax (` in Lakhs) 4,046.57 2,932.19
Weighted average number of Equity Shares outstanding during the year 35,504,850 35,504,850
Basic and diluted earnings per share (Rupees) 11.40 8.26
Nominal value per share (Rupees) 2.00 2.00

Building Networks for People / 97

 Notes forming part of the Standalone Financial Statements
30 Dividend on Equity shares (Currency: ` in Lakhs)
For the year ended March 31
Particulars
2022 2021
Cash dividend on Equity shares declared and paid :
Final dividend for the year March 31, 2021: ` 1.80 per share (March 31, 2020: ` 1 per share) 639.09 355.04
Proposed dividends on Equity shares:
Proposed cash dividend for the year March 31, 2022: ` 3 per share (March 31, 2021: ` 1.80 per share) 1,065.15 639.09

Proposed dividend on equity shares is subject to approval at the annual general meeting and is not recognised as a liability as at the year end.

31 Employee benefit plans

i. Defined contribution plans
The Company makes Provident Fund and Employee’s state insurance corporation (ESIC) contributions which are in the nature of defined
contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll
costs to fund the benefits. The Company recognised ` 57.56 Lakhs (Previous Year ended March 31, 2021 ` 56.67 Lakhs) towards Provident Fund
contribution and ` 3.31 Lakhs (Previous Year ended March 31, 2021 ` 4.38 Lakhs) towards ESIC contribution included under employee benefits
expense in the standalone statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the
rules of the schemes.
ii. Defined benefit plan
The gratuity scheme is a defined benefit plan that provides for a lump sum payment to the employees on exit either by way of retirement, death,
disability or voluntary withdrawal. Under the scheme, the employees are entitled to a lump sum amount aggregating to 15 days final basic salary
for each year of completed service payable at the time of retirement/resignation, provided the employee has completed 5 years of continuous
service. The defined benefit plan is administered by a third-party insurer. The third-party insurer is responsible for the investment policy with
regards to the assets of the plan.
Under the plan, the employees are entitled to a sum amounting to 15 days final basic salary for each year of completed service payable subject
to maximum of ` 20 Lakhs at the time of retirement / resignation provided the employee has completed 5 years of continuous services.
The Plan exposes the Company to the following risks:

The return on investments will impact the position of the defined benefit plan liability. If the return falls, net defined
Investment risk
benefit obligation will increase the value of the liability.
The defined benefit obligation calculated uses a discount rate based on government bonds. All other aspects
Interest risk
remaining same, if bond yields fall, the defined benefit obligation will increase the value of the liability.
The Company has used certain mortality and attrition assumptions in the valuation of the liability. The Company is
Longevity risk
exposed to the risk of actual experience turning out to be worse compared to the assumptions considered.
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
Salary risk
As such, an increase in the salary of the plan participants will increase the plan's liability.

The risk relating to benefits to be paid to the dependents of plan members (widow and orphan benefits) is insured by an external insurance
company.
iii. The disclosure as required under Ind AS 19 as per actuarial valuation regarding Employee Retirement Benefits Plan for Gratuity is as
follows:
The principal assumptions used for the purposes of the actuarial valuations were as follows:

Valuation as at
Particulars As at March 31
2022 2021
Discount rate(s) 7.33% 6.74%
Expected rate(s) of salary increase 8.00% 8.00%
Mortality rates IALM (2012-14) Ult. IALM (2012-14) Ult.
Rate of employee turnover 0 to 15 - 5% 0 to 15 - 5%
15 to 42 - 0% 15 to 42 - 0%

Discount Rate
The discount rate is based on the prevailing market yields of Indian government securities at the reporting date for the estimated term of the
obligations.

98 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

31 Employee benefit plans (contd.) (Currency: ` in Lakhs)
Salary Escalation Rate
The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
Amounts recognised in the standalone statement of profit and loss in respect of these defined benefit plans are as follows.

For the year ended March 31

Particulars
2022 2021
Current service cost 42.29 39.52
Past service cost - -
Net interest expense 0.70 (0.18)
Components of defined benefit costs recognised in profit or loss 42.99 39.34

For the year ended March 31

Particulars
2022 2021
Other Comprehensive Income (OCI)
Return on plan assets (excluding amounts included in net interest expense) (0.53) (0.73)
Actuarial (gains) / losses recognised for the period (28.62) 0.34
Components of defined benefit costs recognised in other comprehensive income (29.15) (0.39)

The current service cost and the net interest expense for the year are included in the ‘Employee benefits expense’ line item in the standalone
statement of profit and loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
The amount included in the balance sheet arising from the entity’s obligation in respect of its defined benefit plans is as follows.

As at March 31
Particulars
2022 2021
Present value of funded defined benefit obligation 352.82 326.35
Fair value of plan assets (332.46) (295.31)
Net liability arising from defined benefit obligation 20.36 31.04

Movements in the present value of the defined benefit obligation are as follows:

As at and for the year ended March 31

Particulars
2022 2021
Opening defined benefit obligation 326.35 275.05
Current service cost 42.29 39.52
Interest cost 21.60 18.30
Actuarial Gains on obligation (28.62) 0.34
Past service cost - -
Benefits paid (8.80) (6.86)
Closing defined benefit obligation 352.82 326.35

Movements in the fair value of the plan assets are as follows.

As at and for the year ended March 31

Particulars
2022 2021
Opening fair value of plan assets 295.31 257.96
Interest income 20.42 18.48
Return on plan assets (excluding amounts included in net interest expense) 0.53 0.73
Contributions from the employer 25.00 25.00
Benefits paid (8.80) (6.86)
Closing fair value of plan assets 332.46 295.31

Building Networks for People / 99

 Notes forming part of the Standalone Financial Statements
31 Employee benefit plans (contd.) (Currency: ` in Lakhs)

For the year ended March 31

Particulars
2022 2021
Insurer Managed Funds 100% 100%

The weighted average remaining duration of the defined benefit obligation as at March 31, 2022 is 12.40 years (as at March 31, 2021 : 12.84 years)

Sensitivity Analysis 2021-22 2020-21

Projected Benefit Obligation on Current Assumptions 352.82 326.35
Delta effect of +1% change in Rate of Discounting (38.84) (38.13)
Delta effect of -1% change in Rate of Discounting 46.33 45.86
Delta effect of +1% change in Rate of Salary increase 39.12 40.22
Delta effect of -1% change in Rate of Salary increase (36.24) (36.13)
Delta effect of +1% change in Rate of Employee Turnover (1.43) (5.40)
Delta effect of -1% change in Rate of Employee Turnover 1.51 2.69
The Sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the
change in the assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Expected contribution to defined benefit plan for the next year

Gratuity
Particulars
March 31, 2022 March 31, 2021
Expected contribution to defined benefit plan for the next year 20.36 31.04

32 Financial instruments
i. Capital management
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance. The Company is not subject to any externally imposed capital requirements.
ii. Categories of financial instruments
As at March 31
Particulars Notes
2022 2021
Financial assets
Measured at fair value through profit or loss (FVTPL)
(a) Investment in mutual fund (unquoted) 4 8,256.67 4,853.10
(b) Forward contracts 5 - 2.11
Measured at amortised cost
(a) Investments 4 1,650.00 1,650.00
(b) Cash and cash equivalents 11 1,773.32 1,589.93
(c) Bank balances other than (b) above 12 2,041.96 3,415.32
(d) Trade receivables 10 22,954.54 17,535.25
(e) Other financial assets 5 122.94 125.30
Financial liabilities
Measured at fair value through profit or loss (FVTPL)
(a) Forward contracts 2.66 -
Measured at amortised cost
(a) Trade payables 16 19,868.38 15,022.97
(b) Lease liabilities 34 262.10 527.86
(c) Other financial liabilities 15 240.44 279.57

100 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

33 Financial risk management objectives (Currency: ` in Lakhs)
The Company’s principal financial liabilities, comprise trade and other payables. The main purpose of these financial liabilities is to support its
operations. The Company’s principal financial assets include investment in subsidiary, trade and other receivables, current investments and cash
that are derived directly from its operations.
The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency and interest rate risk).
The Company’s Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to
minimize potential adverse effects of such risks on the Company’s operational and financial performance.
i. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The Company
has adopted a policy of dealing with only credit worthy counterparties and the credit risk exposure for them is managed by the Company by credit
worthiness checks. The Company also takes an credit risk insurance policy.
The carrying amount of financial assets represents the maximum credit risk exposure.
The credit risk on liquid funds and investments in Mutual funds is limited because the counterparties are banks / Mutual funds with high credit-
ratings assigned by international credit-rating agencies.
ii. Liquidity risk management
The Company’s principal sources of liquidity are cash and cash equivalents, cash flow generated from operations and by churning of current
investments. The Company does not have any significant borrowing. The Company believes that the working capital is sufficient to meet its
current requirements. Accordingly, no liquidity risk is perceived.
Liquidity risk tables
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company
can be required to pay.
The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2022.
Particulars Carrying amount Less than 1 year 1-5 years
Financial Liabilities
Trade payables 19,868.38 19,868.38 -
Lease liabilities 262.10 231.58 30.52
Other financial liabilities 243.10 216.91 26.19

The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2021.
Particulars Carrying amount Less than 1 year 1-5 years
Financial Liabilities
Trade payables 15,022.97 15,022.97 -
Lease liabilities 527.86 296.92 230.94
Other financial liabilities 279.57 249.10 30.47

The table below provides details regarding the Financing facilities (Refer note below)

As at March 31
Particulars
2022 2021
Secured cash credit facility from bank:
i) amount used 74.74 -
ii) amount unused 2,925.26 3,000.00
Total 3,000.00 3,000.00
Note:
Cash Credit accounts and non funded facilities with banks are secured by hypothecation of inventories, book debts and receivables, both present
and future on pari passu basis.

Building Networks for People / 101

 Notes forming part of the Standalone Financial Statements
33 Financial risk management objectives (contd.) (Currency: ` in Lakhs)
iii. Market risk
The Company is exposed to market risks associated with foreign currency rates.
Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange
rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period
are as follows.
Trade payables as at Trade receivables as at
Particulars As at March 31 As at March 31
2022 2021 2022 2021
Currency USD 5,619,885 6,142,268 270,113 706,808
Currency INR in Lakhs 4,262.43 4,491.02 204.71 516.71

Foreign currency sensitivity analysis

The Company is mainly exposed to the US Dollar currency
The Company’s exchange risk arises from its foreign currency purchases and revenues, (primarily in U.S. Dollars).
As a result, if the value of the Indian Rupee appreciates relative to these foreign currencies, the Company’s purchases measured in Indian Rupees
will decrease. The exchange rate between the Indian Rupee and these foreign currencies has changed substantially in recent periods and may
continue to fluctuate substantially in the future. Due to lesser quantum of revenue from foreign currencies, the Company is not significantly
exposed to foreign currency risk in receivables.
The following table details the company’s sensitivity to a 5% increase and decrease in the rupees against the relevant foreign currencies. 5% is
the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment
of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the year end for a 5% change in foreign currency rates. A positive number below indicates an
increase in profit or equity where the ` strengthens 5% against the relevant currency. For a 5% weakening of the ` against the relevant currency,
there would be a comparable impact on the profit or equity, and the balances below would be negative.

USD Impact
Particulars As at March 31
2022 2021
Impact on profit or loss for the year 202.89 198.72
Impact on total equity as at the end of the year 202.89 198.72

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the
reporting period does not reflect the exposure during the year.
Forward foreign exchange contracts
The Company enters into foreign exchange forward contracts to offset the foreign currency risk arising from the amounts denominated in
currencies other than the Indian rupee. The counter party to the Company’s foreign currency forward contracts is a bank. These contracts are
entered into to hedge the foreign currency risks of firm commitments.
The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period:

Average Foreign Notional Fair value

exchange rate currency value assets (liabilities)
Particulars (`) (USD) (` in Lakhs) (` in Lakhs)
As at March 31 As at March 31 As at March 31 As at March 31
2022 2021 2022 2021 2022 2021 2022 2021
Buy Currency
Less than 3 months 75.96 72.91 1,650,000 1,700,000 1,253.70 1,241.40 (2.66) 2.11
Sell Currency
Less than 3 months - 65.59 - 1,092,400 - 716.52 - 0.44

102 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

34 Fair value measurements (Currency: ` in Lakhs)
This note provides information about how the Company determines fair values of various financial assets and financial liabilities.
Fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are
observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the reporting date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
Fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis.
Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting date. The following table
gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s)
and inputs used).

Fair value
Fair value Valuation technique(s)
Financial assets As at March 31
hierarchy and key input(s)
2022 2021
The mutual fund investments are valued at closing
Investments in mutual funds 8,256.67 4,853.10 Level 1
NAV provided by the fund.

The Forward foreign currency contracts are valued at

Forward Contract (Liability) / Asset (2.66) 2.11 Level 2 Mark to market values provided by banks with whom
the Company contracts.

35 Disclosure as per Ind AS 116 Leases

As a lessee
a. Right-of-use assets
The rights of use asset for lease assets is recognised under the following heads

Leased warehouse
Particulars Total
and office premises
Balance at April 1, 2021 486.00 486.00
Additions during the year 35.77 35.77
Deletions during the year - -
Depreciation charge for the year (291.80) (291.80)
Balance at March 31, 2022 229.97 229.97

Leased warehouse
Particulars Total
and office premises
Balance at April 1, 2020 664.25 664.25
Additions during the year 120.21 120.21
Deletions during the year - -
Depreciation charge for the year (298.46) (298.46)
Balance at March 31, 2021 486.00 486.00

b. Lease liabilities

As at March 31
Particulars
2022 2021
Maturity analysis - contractual undiscounted cash flows
Less than one year 243.42 332.21
One to five years 32.10 241.05
More than five years - -
Total undiscounted lease liabilities 275.52 573.26

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 Notes forming part of the Standalone Financial Statements
35 Disclosure as per Ind AS 116 Leases (contd.) (Currency: ` in Lakhs)
Lease liabilities included in the standalone statement of financial position

As at March 31
Particulars
2022 2021
Current 231.58 296.92
Non-current 30.52 230.94

c. Amounts recognised in the standalone statement of profit or loss

For the year

Particulars
2021-2022 2020-2021
Interest on lease liabilities 36.23 55.94

d. Amounts recognised in the standalone statement of cash flows

For the year

Particulars
2021-2022 2020-2021
Total cash outflow for leases 301.53 271.28

36 Contingent liabilities
The Customs Department (Directorate of Revenue Intelligence) [DRI] had initiated enquiry of classification of certain products imported by the
Company during the previous years. As an outcome of this, the following Show Cause Notices from Customs Department (Directorate of Revenue
Intelligence) were received by the Company for misclassification of certain products imported pertain to earlier years;
(i) show cause notice (SCN) dated 10th May 2019 demanding differential duty amount of ` 794 Lakhs (excluding interest and penalty)
(ii) show cause notice (SCN) dated 13th June 2019 (i.e. patch panels) demanding differential duty amount of ` 940.25 Lakhs (excluding interest
and penalty).
The Company has received the adjudication orders from ADG, DRI dated 26th May 2020 in both the matters, partially setting aside the demand
of duty pertaining to imports of goods and determining the duty liability to ` 54.54 Lakhs excluding the interest. In light of the order, the Company
reversed the excess provision of ` 460.31 Lakhs (including interest) during the year ended 31st March 2020.
On 11th December 2020, the customs department has filed an appeal in Customs, Excise & Service Tax Appellate Tribunal, contending such
decision of ADG - DRI in respect of one of the orders involving a duty demand of ` 940.25 Lakhs. The Company awaits hearing date from
Tribunal. Based on the management assessment and external legal opinion, management believes that the Company has strong case to defend
its position in the above matters. “

37 Segment information
The principal business of the Company is marketing and distribution of D-Link branded Networking products. All other activities of the Company
revolve around its main business. The CEO & Managing Director of the Company, has been identified as the chief operating decision maker
(CODM). The CODM evaluates the Company’s performance, allocates resources based on analysis of the various performance indicators of the
Company as a single unit. Therefore, directors have concluded that there is only one operating reportable segment as defined by Ind AS 108 -
Operating Segments.
Revenue as per geography segment is as follows :

For the year ended March 31

Particulars
2022 2021
India 89,327.39 69,218.57
Outside India 1,056.32 1,849.00
Total 90,383.71 71,067.57

104 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

(Currency: ` in Lakhs)
38 Corporate Social Responsibility
For the year ended March 31
Particulars
2022 2021
1. Gross amount required to be spent by the Company during the year (as prescribed under 84.07 69.28
Section 135 of the Companies Act, 2013)
2. Amount of expenditure incurred
(i) Construction/acquisition of any asset - -
(ii) For the purpose other than (i) above 136.60 98.20
3. Shortfall at the end of the period/year - -
4. Total of previous years shortfall - 82.68
5. Reason for shortfall 1.26* 53.76*
6. Nature of CSR activities Other than Other than
construction/ construction/
acquisition of asset acquisition of asset
7. Details of Related party transactions - -
8. Liability incurred by entering into contractual obligations - -
* The unspent amount in respect of an ongoing project `53.76 lakhs is transferred to seperate unspent CSR bank account in the month of
April 2021. Out of which the company has paid `52.50 lakh in the current year.
39 The Company has considered the possible impact of events arising from COVID-19 pandemic and the resultant lockdowns in the preparation
of the standalone financial statement including but not limited to assessment of Company’s liquidity and going concern, receivables, inventory
and supply chain etc. The impact of pandemic may be different from that estimated as at the date of approval of these standalone financial
statement. Considering the existing uncertainties, the Company will continue to closely monitor any material changes and consequential impact
on its standalone financial statement.
40 Related party disclosures
a) Name of related parties where control exists irrespective of whether transactions have occurred or not
D-Link Corporation, Taiwan - Ultimate Holding Company
D-Link Holding Mauritius Inc. - Holding Company
TeamF1 Networks Private Limited - Subsidiary Company

b) Other related parties (Subsidiaries of Ultimate Holding Company):

D-Link (Europe) Ltd
D-Link International (Singapore)
D-Link Canada Inc.
D-Link Middle East-FZCO
D-Link Japan K K (DJP)
D-Link International Pte. Ltd
D-Link International Pte. Ltd. (DILA)
D-Link Latin America Company Ltd.
D-Link Brazil LTDA
D-Link Australia Pty Limited
D-Link (Shanghai) Limited Corp.
D-Link Systems Inc.

c) Key management personnel / Directors

Mr. Tushar Sighat Managing Director & CEO
Mr. Vinay Joshi (w.e.f February 8, 2020) Chief Financials Officer
Mr. Rajaram Ajgaonkar Independent Director
Mr. Satish Godbole Independent Director
Ms. Madhu Gadodia Independent Director
Mr. Mukesh Lulla Director
Mr. Hung Yi Kao Chairman

Building Networks for People / 105

 Notes forming part of the Standalone Financial Statements
40 Related party disclosures (contd.) (Currency: ` in Lakhs)
d) Details of transactions with related parties during the year:
Ultimate Holding Other related parties
Key management
Nature of transactions Company / Holding (Subsidiaries of Ultimate Total
person / Directors
Company Holding Company)
Purchase of Stock-in-trade
- 31.51 - 31.51
D-Link International (Singapore)
(-) (193.66) (-) (193.66)
- 12,544.62 - 12,544.62
D-Link International Pte. Ltd.
(-) (18,390.71) (-) (18,390.71)
4,637.12 - - 4,637.12
D-Link Corporation
(430.94) (-) (-) (430.94)
- 32.80 - 32.80
Others
(-) (24.10) (-) (24.10)
Sale of Stock-in-trade
- 4.34 - 4.34
D-Link International (Singapore)
(-) (0.22) (-) (0.22)
- - - -
D-Link Middle East-FZCO
(-) (5.15) (-) (5.15)
- - - -
D-Link International Pte. Ltd. (DILA)
(-) (-) (-) -
- 21.28 - 21.28
Others
(-) (2.93) (-) (2.93)
Repairs & maintenance - IT Services
175.27 - - 175.27
D-Link Corporation
(218.16) (-) (-) (218.16)
Royalty paid
1,061.95 - - 1,061.95
D-Link Corporation
(706.28) (-) (-) (706.28)
Reimbursement of expenditure to
- 2.69 - 2.69
D-Link International Pte. Ltd.
(-) (31.65) (-) (31.65)
- - - -
D-Link International (Singapore)
(-) (0.01) (-) (0.01)
Reimbursement of expenditure from
- - - -
D-Link International Pte. Ltd
(-) (1.87) (-) (1.87)
Managerial Remuneration
(Refer note 1 below)
- - 281.56 281.56
Mr. Tushar Sighat
(-) (-) (229.73) (229.73)
Remuneration
- - 25.83 25.83
Mr Shrinivas Adkesar
(-) (-) (-) -
- - 46.35 46.35
Mr Vinay Joshi
(-) (-) (36.91) (36.91)

106 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

40 Related party disclosures (contd.) (Currency: ` in Lakhs)

Ultimate Holding Other related parties

Key management
Nature of transactions Company / Holding (Subsidiaries of Ultimate Total
person / Directors
Company Holding Company)
Director's Sitting fees
- - 7.25 7.25
Mr. Rajaram Ajgaonkar
(-) (-) (6.50) (6.50)
- - 6.50 6.50
Mr. Satish Godbole
(-) (-) (6.50) (6.50)
- - 6.50 6.50
Ms. Madhu Gadodia
(-) (-) (6.50) (6.50)
- - 3.75 3.75
Mr. Mukesh Lulla
(-) (-) (3.00) (3.00)
- - 8.25 8.25
Mr. Hung Yi Kao
(-) (-) (3.25) (3.25)
Dividend paid
326.06 - - 326.06
D-Link Holding Mauritius Inc.
(181.15) (-) (-) (181.15)
- - 47.70 47.70
Mr. Mukesh Lulla
(-) (-) (27.55) (27.55)
- - - -
Others
(-) (-) (0.16) (0.16)
As at the year end
Amount due to
- 18.91 - 18.91
D-Link International Pte. Ltd
(-) (3,426.98) (-) (3,426.98)
- - - -
D-Link International (Singapore)
(-) (-) (-) -
3,391.24 - - 3,391.24
D-Link Corporation
(143.92) (-) (-) (143.92)
- - - -
Others
(-) (0.41) (-) (0.41)
Amount due from
- 2.50 - 2.50
D-Link International Pte. Ltd
(-) (-) (-) -
- 1.19 - 1.19
D-Link Middle East-FZCO
(-) (0.05) (-) (0.05)
- - - -
Others
(-) (2.87) (-) (2.87)
Figures in brackets pertain to previous year.

Notes:
1. Managerial remuneration excludes provision for gratuity and compensated absences, since these are provided on the basis of an actuarial
valuation for the Company as a whole and long term incentive.
2. Terms and conditions of transactions with related parties
The Company’s international transactions with related parties where control exists are at arm’s length as per the independent accountant’s
report for the year ended March 31, 2021. Management believes that the Company’s international transactions with related parties where control
exists post March 2021 continue to be at arm’s length and that the transfer pricing legislation will not have an impact on the financial statements,
particularly on the amount of the tax expense for the year and the amount of the provision for taxation at the year end.

Building Networks for People / 107

 Notes forming part of the Standalone Financial Statements
41 Additional Regulatory Information (Currency: ` in Lakhs)

Current Previous %
Ratio Numerator Denominator Reason for variance
year year Variance

1. Current Ratio
Total current assets Total current liabilities 2.20 2.35 6.16%
(in times)

Debt consists of
2. Debt-Equity Ratio Repayment of lease
borrowings and Total equity 0.01 0.02 56.28%
(in times) liabilitites in current year.
lease liabilities.

Earning for Debt

3. Debt Service Debt service =
Service = Cash Repayment of lease
Coverage Ratio Payments for Lease 14.66 29.67 50.59%
generated from liabilitites in current year.
(in times) liabilities
operations

Profit for the year

4. Return on Equity
less Preference Average total equity 15.00% 12.23% 22.64%
Ratio (in %)
dividend (if any)

Increase in purchases
5. Inventory turnover Purchases of in line with top line
Average Inventories 8.36 6.27 33.43%
ratio (in times) stock-in-trade wherease inventory levels
remained same.

Receivables were
6. Trade Receivables
Revenue from Average trade considerably higher due
turnover ratio 2.85 4.06 29.83%
operations receivables to Covid-19 impact in
(in times)
previous year.

7. Trade payables
Purchases of Average trade
turnover ratio 4.56 3.66 24.85%
stock-in-trade payables
(in times)

Average working
capital (i.e. Total
8. Net capital turnover Revenue from
current assets 3.89 3.52 10.47%
ratio (in times) operations
less Total current
liabilities)

9. Net profit ratio Revenue from

Profit for the year 4.48% 4.13% 8.51%
(in %) operations

Capital employed =
10. Return on Capital Profit before tax Net worth + Lease
18.80% 15.51% 21.20%
employed (in %) and finance costs liabilities + Deferred
tax liabilities

Although average
investible funds have
Income generated Average invested
11. Return on investment increased during the year,
from invested funds in treasury 2.82% 3.80% 25.67%
(in %) return on investments
funds investments
came down substaintially
from the previous year.

108 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Standalone)

Notes forming part of the Standalone Financial Statements

42 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company
has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or
invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries
43 The company has no transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act,
1956.
44 Quarterly returns or statements of current assets filed by the company with banks or financial institutions are in agreement with the books of
accounts.
45 Appropriate adjustments have been made to the previous year figures, wherever required, to bring them in line with current year classification and
groupings in accordance with amended Schedule III of the Companies Act, 2013, which has been effective from 1 April 2021.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775

Tushar Sighat Satish Godbole

Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364

Rekha Shenoy Vinay Joshi Shrinivas Adikesar

Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908

Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

Building Networks for People / 109

 Consolidated
Financial Statements `

110 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Independent Auditors’ Report

To the Members of D-Link (India) Limited

Report on the Audit of the Consolidated Financial Statements

Opinion
We have audited the consolidated financial statements of D-Link (India) Limited (hereinafter referred to as the “Holding Company”) and its
subsidiary (Holding Company and its subsidiary together referred to as “the Group”), which comprise the consolidated balance sheet as at
31 March 2022, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes
in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a
summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements
give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2022, of its consolidated profit
and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under
those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms
of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements
of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Description of Key Audit Matter
Revenue recognition: Refer Note 2.2d for accounting policy and Note 19 for revenue details

The key audit matter How the matter was addressed in our audit
The Group sells networking products and aims to offer high quality In view of the significance of the matter we applied the following audit procedures
products to its customers. in this area, among others to obtain sufficient appropriate audit evidence:
Revenue from sale of products is recognised when the risks and – Assessed the appropriateness of the revenue recognition accounting
rewards of the underlying products as well as the control over the policies by comparing with applicable accounting standards.
products have been transferred to the customer. This is based on – Tested the design, implementation and operating effectiveness of the
the terms and conditions of the sales contracts entered into with Group’s internal controls including general IT application/ controls over the
the customers. Company’s systems which govern recording of revenue.
We have identified recognition of revenue as a key audit matter as – Performed substantive testing by selecting samples using statistical
revenue is a key performance indicator. sampling tool for revenue transactions recorded during the year, by verifying
There is also a risk of revenue being recognised in the wrong the underlying documents, which included sales invoices and delivery/
accounting period due to sales cut-off issue e.g overstating shipping documents.
revenue by recording sales during the period and at the period – Performed an analysis of the revenue during the period to identify any
end, however delivery scheduled in subsequent periods. unusual trends, such as month on month analysis.
There is also a risk of revenue being fraudulently overstated – Performed sales cut-off testing (including sales booked after the
through booking fictious sales transactions. year-end) for samples selected using statistical sampling tool by verifying
the underlying invoice, terms of delivery and delivery/shipping documents.
– Performed unpredictable audit procedures obtain sales transaction
confirmation for one month from customer selected on random basis.
– Circulated balance confirmations request letters to the parties selected
using statistical sampling tool. On non-receipt of confirmation, performed
alternate procedures including verification of invoice and collection in the
bank statement.
– Assessed manual journals entries posted to revenue.
– Evaluated the adequacy of the consolidated financial statement disclosures as
per Indian Accounting standard 115 revenue from contracts with customers.

Building Networks for People / 111

 Independent Auditors’ Report
Other Information
The Holding Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information
included in the Holding Company’s annual report, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial
statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/ loss and
other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The
respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated
financial statements by the Management and Board of Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group are
responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of each
company.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial
controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of
consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial
statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report

112 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Independent Auditors’ Report

unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143 (11)
of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2.(A) As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have
been kept so far as it appears from our examination of those books.
c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated
statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of the consolidated financial statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Holding Company and subsidiary company as on 31 March 2022
taken on record by the Board of Directors of the Holding Company and its subsidiary company incorporated in India, none of the directors of
the Group companies, is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary
company incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
B. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules,
2014, in our opinion and to the best of our information and according to the explanations given to us:
a) The consolidated financial statements disclose the impact of pending litigations as at 31 March 2022 on the consolidated financial position
of the Group. Refer Note XX to the consolidated financial statements.
b) The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March
2022.
c) There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company or its subsidiary
company incorporated in India during the year ended 31 March 2022
d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or its subsidiary company,
incorporated in India to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall:
• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Holding Company or its subsidiary company incorporated in India or
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Holding Company
or its subsidiary company incorporated in India from any persons or entities, including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Holding Company or its subsidiary company incorporated in India shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Funding Parties or
• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that
has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any material mis-statement.
e) The dividend declared or paid during the year by the Holding Company is in compliance with Section 123 of the Act. The subsidiary company
incorporated in India have neither declared nor paid any dividend during the year.
C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the Holding Company
and its subsidiary company to its directors is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the
Holding Company and its subsidiary company is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs
has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.: 101248W/W-100022

Rekha Shenoy
Place : Mumbai Partner
Date : 26 April 2022 Membership No. 124219
ICAI UDIN 22124219AHVRAE5237

Building Networks for People / 113

 Annexure “A” to the Independent Auditor’s Report
on Consolidated Financial Statements
(Referred to in our report of even date)
Report on Other Legal and Regulatory Requirements
With reference to the Annexure “A” referred to in the Independent Auditors’ Report to the members of the D-Link (India) Limited on the consolidated
financial statements for the year ended 31 March 2022, we report the following:
(xxi) According to the information and explanations given to us during the course of audit, companies incorporated in India and included in the
consolidated financial statements did not have any unfavourable answers, qualifications or adverse remarks in their respective Companies
(Auditor’s Report) Order (CARO).
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.: 101248W/W-100022

Rekha Shenoy
Place : Mumbai Partner
Date : 26 April 2022 Membership No. 124219
ICAI UDIN: 22124219AHVRAE5237

114 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Annexure “B” to the Independent Auditors’ report

Annexure “B” to the Independent Auditors’ report on the consolidated financial statements of D-Link (India) Limited for the year ended 31
March 2022
Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-Section 3
of Section 143 of the Companies Act, 2013
(Referred to in paragraph 2A (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31 March 2022, we have audited
the internal financial controls with reference to consolidated financial statements of D-Link (India) Limited (hereinafter referred to as “the Holding
Company”) and such company incorporated in India under the Companies Act, 2013 which is its subsidiary company, as of that date.
In our opinion, the Holding Company and such company incorporated in India which is its subsidiary company, have, in all material respects,
adequate internal financial controls with reference to consolidated financial statements and such internal financial controls were operating effectively
as at 31 March 2022, based on the internal financial controls with reference to consolidated financial statements criteria established by such
companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
Management’s Responsibility for Internal Financial Controls
The respective Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls with
reference to consolidated financial statements based on the criteria established by the respective Company considering the essential components of
internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We
conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls with reference to consolidated financial statements were established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated
financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements
included obtaining an understanding of internal financial controls with reference to consolidated financial statements included obtaining an
understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial
controls with reference to consolidated financial statements.
Meaning of Internal Financial controls with Reference to Consolidated Financial Statements
A company’s internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal financial controls with reference to consolidated financial statements includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the
consolidated financial statements.
Inherent Limitations of Internal Financial controls with Reference to consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections
of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the
internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.: 101248W/W-100022

Rekha Shenoy
Place : Mumbai Partner
Date : 26 April 2022 Membership No. 124219
ICAI UDIN 22124219AHVRAE5237

Building Networks for People / 115

 Consolidated Balance Sheet
as at March 31, 2022
(Currency: ` in Lakhs)
As at March 31
Particulars Notes
2022 2021
ASSETS
Non-current Assets
(a) Property, plant and equipment 3 1,563.14 1,571.97
(b) Right-of-use assets 3A 324.50 654.09
(c) Goodwill 4 1,534.96 1,534.96
(d) Other intangible assets 3B 0.03 0.50
(e) Financial assets
(i) Other financial assets 5 53.01 153.96
(f) Deferred tax assets (net) 6 305.88 256.96
(g) Non-current tax assets (net) 7 22.08 26.04
(h) Other non-current assets 8 - -
Total Non-current Assets 3,803.60 4,198.48
Current Assets
(a) Inventories 9 9,782.26 9,094.59
(b) Financial assets
(i) Investments 10 8,256.67 4,853.10
(ii) Trade receivables 11 23,065.11 17,761.50
(iii) Cash and cash equivalents 12 2,041.90 1,669.71
(iv) Bank balances other than (iii) above 13 3,235.72 4,526.94
(v) Other financial assets 5 185.27 65.73
(c) Other current assets 8 885.59 950.38
Total Current Assets 47,452.52 38,921.95
Total Assets 51,256.12 43,120.43
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 14 710.10 710.10
(b) Other equity 15 29,551.79 25,919.78
Equity attributable to owners of the Company 30,261.89 26,629.88
Non-controlling Interests 0.17 0.15
Total Equity 30,262.06 26,630.03
LIABILITIES
Non-current Liabilities
(a) Financial liabilities
(i) Lease liabilities 36 96.57 270.28
(ii) Other financial liabilities 16 26.19 30.47
Total Non-current Liabilities 122.76 300.75
Current Liabilities
(a) Financial liabilities
(i) Lease liabilities 36 260.67 443.88
(ii) Trade payables 17
(A) total outstanding dues of micro enterprises and small enterprises; 134.05 188.44
(B) total outstanding dues of creditors other than micro enterprises and small enterprises; 19,753.06 14,855.59
(iii) Other financial liabilities 16 233.65 249.10
(b) Other current liabilities 18 286.94 230.03
(c) Provisions 19 96.40 138.40
(d) Current tax liabilities (net) 20 106.53 84.21
Total Current Liabilities 20,871.30 16,189.65
Total Liabilities 20,994.06 16,490.40
Total Equity and Liabilities 51,256.12 43,120.43
Basis of preparation and Significant accounting policies 2
See accompanying notes to the consolidated financial statements 3-47
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Satish Godbole
Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364
Rekha Shenoy Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908
Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

116 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Consolidated Statement of Profit and Loss

for the year ended March 31, 2022
(Currency: ` in Lakhs)
For the year ended March 31
Particulars Notes
2022 2021
I. Revenue from operations 21 91,832.43 72,654.69
II. Other income 22 658.19 684.77
III. Total income (I+II) 92,490.62 73,339.46
IV. Expenses
Purchases of stock-in-trade 23 79,614.32 58,815.38
Changes in inventories of stock-in-trade 24 (687.67) 852.10
Employee benefits expense 25 3,904.33 3,771.99
Finance costs 26 49.09 86.40
Depreciation and amortisation expense 27 522.48 544.40
Other expenses 28 3,398.16 5,029.56
Total expenses 86,800.71 69,099.83
V. Profit before tax (V-VI) 5,689.91 4,239.63
VI. Tax expense
Current tax 29 1,533.81 1,084.60
Deferred tax 6 (63.17) 36.14
Excess provision for tax in respect of earlier years written back 29 (9.50) (16.00)
1,461.14 1,104.74
VII. Profit for the year (VII-VIII) 4,228.77 3,134.89
VIII. Other comprehensive income
A (i) Items that will not be reclassified to profit or loss
- Remeasurements of the defined benefit plan 56.61 (2.56)
(ii) Income tax relating to items that will not be reclassified to profit or loss (14.25) 0.64
Total other comprehensive (loss) / income (net of taxes) 42.36 (1.92)
IX. Total comprehensive income for the year (IX+X) 4,271.13 3,132.97
Profit for the year attributable to:
- Owners of the Company 4,228.75 3,134.86
- Non-controlling interests 0.02 0.03
4,228.77 3,134.89
Other comprehensive income for the year attributable to:
- Owners of the Company 42.36 (1.92)
- Non-controlling interests - -
42.36 (1.92)
Total comprehensive income for the year attributable to:
- Owners of the Company 4,271.11 3,132.94
- Non-controlling interests 0.02 0.03
4,271.13 3,132.97
X. Earnings per equity share (EPS) 30
(Face value of `2/- per share)
Basic and diluted (in `) 11.91 8.83
Basis of preparation and Significant accounting policies 2
See accompanying notes to the consolidated financial statements 3-47
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Satish Godbole
Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364
Rekha Shenoy Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908
Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

Building Networks for People / 117

 Consolidated Cash Flow Statement
for the year ended Mach 31, 2022
(Currency: ` in Lakhs)
For the year ended March 31
Particulars
2022 2021
Cash flows from operating activities
Profit for the year 5,689.91 4,239.63
Adjustments for:
Loss on disposal of Fixed assets 0.40 -
Finance costs 49.09 86.40
(Gain) on disposal of property, plant and equipment (0.72) (0.41)
Mark to Market - current investments measured at FVTPL (56.69) (103.11)
Net gain on sale of current investments (128.27) (31.05)
Mark to Market - forward contract measured at FVTPL 4.77 10.35
Bad debts written off - 18.35
Sundry balances written back (net) - (15.65)
Allowance for expected credit loss and credit impared on trade receivables and advances (written back) / charged (22.99) 62.89
Interest income on fixed deposits with banks (176.06) (149.01)
Rental hike waiver for Covid 19 (10.27) (3.62)
Interest income on others (4.25) (2.96)
Depreciation on Right of Asset 291.80 298.46
Depreciation and amortisation expense 230.68 245.94
Amortisation of fair value charge 4.12 4.28
(Gain) / Loss on unrealised foreign exchange fluctuations (net) (19.60) (2.87)
5,851.92 4,657.62
Adjustments for:
(Increase) in trade and other receivables (5,282.05) (384.99)
(Increase) / Decrease in inventories (687.67) 852.10
Decrease / (Increase) in other non-current financial assets 105.20 (30.58)
(Increase) / Decrease in other current financial assets (119.90) 80.33
Decrease in other current assets 64.79 405.16
Increase in trade and other payables 4,864.11 2,741.35
Increase / (Decrease) in current provisions 14.61 (9.69)
(Decrease) / Increase in other current financial liabilities (15.45) (22.95)
(Decrease) / Increase in other non-current financial liabilities (4.28) 3.48
Increase in other current liabilities 56.07 188.80
(1,004.57) 3,823.01
Cash generated from operations 4,847.35 8,480.63
Income taxes paid (net) (1,498.03) (1,020.93)
Net cash generated from operating activities (A) 3,349.32 7,459.70

118 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Consolidated Cash Flow Statement for the year ended Mach 31, 2022

(Currency: ` in Lakhs)
For the year ended March 31
Particulars
2022 2021
Cash flows from investing activities
Payments for purchase of Investments in mutual funds (19,950.00) (9,500.00)
Proceeds on sale of Investments in mutual funds 16,731.39 6,996.33
Payments for Investments in fixed deposits with bank 1,291.22 (3,435.27)
Interest received 171.65 148.66
Payments for purchases of property, plant and equipment (114.25) (32.75)
Proceeds from sale of property, plant and equipment 16.81 0.41
Net cash (used in) investing activities (B) (1,853.18) (5,822.62)
Cash flows from financing activities
Dividends paid (including tax thereon) (639.09) (355.04)
Interest paid (48.29) (86.40)
Payments for Lease liabilities (436.57) (394.86)
Net cash (used in) financing activities (C) (1,123.95) (836.30)
Net (decrease) in cash and cash equivalents (D)=(A)+(B)+(C) 372.19 800.78
Cash and cash equivalents at the beginning of the year (E) 1,669.71 868.93
Cash and cash equivalents at the end of the year (D)+(E) 2,041.90 1,669.71
(Refer Note 12)
Notes:
1. The consolidated statement of cash flows is prepared by the indirect method set out in Ind AS 7 on statement of cash flows and presents the
cash flows by operating, investing and financing activities of the Company.
2. Cash and Cash equivalents presented in the consolidated statement of cash flows consist of cash on hand and unencumbered bank balances.
3. The accompanying notes are an integral part of these consolidated financial statements.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Satish Godbole
Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364
Rekha Shenoy Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908
Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

Building Networks for People / 119

 Consolidated Statement of Changes in Equity
for the year ended March 31, 2022
(a) Equity share capital
(Currency: ` in Lakhs)
As at March 31
Particulars Notes
2022 2021
As at the beginning of the year 14 710.10 710.10
Changes in equity share capital during the year - -
As at end of the year 710.10 710.10

(b) Other equity

(Currency: ` in Lakhs)
Other
comprehensive Non
Securities Controlling
General Retained income - Total Other
Particulars Notes premium Interest Total
reserve earnings Remeasurements equity
reserve
of the defined
benefit plan
As at April 1, 2020 15 3,591.34 1,022.81 18,469.26 58.47 23,141.88 0.12 23,142.00

Profit for the year - - 3,134.86 - 3,134.86 0.03 3,134.89

Other comprehensive income for - - - (1.92) (1.92) 0.00 (1.92)
the year, net of tax
Total comprehensive income for - - 3,134.86 (1.92) 3,132.94 0.03 3,132.97
the year ended March 31, 2021

Dividend Paid - - (355.04) - (355.04) - (355.04)

Corporate tax on Dividends - - - - - - -
As at March 31, 2021 15 3,591.34 1,022.81 21,249.08 56.55 25,919.78 0.15 25,919.93

Profit for the year - - 4,228.75 - 4,228.75 0.02 4,228.77

Other comprehensive income for - - - 42.36 42.36 0.00 42.36
the year, net of tax
Total comprehensive income for - - 4,228.75 42.36 4,271.11 0.02 4,271.13
the year ended March 31, 2022

Dividend Paid - - (639.09) - (639.09) - (639.09)

Corporate tax on Dividends - - - - - - -
As at March 31, 2022 15 3,591.34 1,022.81 24,838.74 98.91 29,551.79 0.17 29,551.97

The accompanying notes are an integral part of these consolidated financial statements.
As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775

Tushar Sighat Satish Godbole

Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364

Rekha Shenoy Vinay Joshi Shrinivas Adikesar

Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908

Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

120 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

for the year ended March 31, 2022
(Currency: ` in Lakhs)
1 Background of the Company
The Consolidated Financial Statements of D-Link (India) Limited (the Parent Company, or the Holding Company or The Company) comprise of
the financials of the Parent Company and TeamF1 Networks Private Limited (Subsidiary of the Parent Company), together referred to as the
‘Group’. D-Link (India) Limited is primarily engaged in marketing and distribution of Networking products and TeamF1 Networks Private Limited
is in the business of providing services in relation to security features in Networking Products and test new applications / enhancements and
provide maintenance support for existing applications. The equity shares of the Parent Company are listed on BSE Ltd. (BSE) and National Stock
Exchange of India Ltd. (NSE).
The consolidated financial statements for the year ended March 31, 2022 were approved by the Board of Directors and authorised for issue on
April 26, 2022.
2 Basis of preparation and Significant accounting policies
2.1 Basis of preparation
a Statement of compliance
The consolidated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per
the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013 (“the Act”) and other relevant
provisions of the Act.
b Functional and presentation currency
The consolidated financial statements are presented in Indian Rupees (‘INR’), which is also the Group’s functional currency and all values are
rounded to the nearest lakhs, except where otherwise indicated.
c Basis of consolidation
The consolidated financial statements have been prepared on the following basis:
The financial statements of the Subsidiary used in consolidation is drawn upto the same reporting date as that of the Parent Company i.e. year
ended March 31, 2022 and are audited.
The financial statements of the Parent Company and its Subsidiary Company are consolidated on a line-by-line basis by adding together like
items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and resulting unrealised profits
or losses, unless cost cannot be recovered.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling
interests. Total comprehensive income of Subsidiary Company is attributed to the owners of the Company and to the non-controlling interests.
Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in
the non-controlling interests having a deficit balance.
The excess of cost to the Group of its investments in the Subsidiary Company over its share of equity of the Subsidiary Company at the date on
which the investments was made, is recognised as ‘Goodwill’ being an asset in the consolidated financial statements and is tested for impairment
annually. Any impairment loss for goodwill is recognised directly in consolidated statement of profit or loss. An impairment loss recognised for
goodwill is not reversed in subsequent periods.
Non controlling interest in the net assets of the Subsidiary consists of the amount of equity attributable to the minority shareholders at the date
on which Investments in the Subsidiary Company was made and further movements in their share in the equity, subsequent to the date of
Investment. Net profit for the year of the Subsidiary attributable to Non controlling interest is identified and adjusted against the profit after tax of
the Group in order to arrive at the income attributable to shareholders of the Parent Company.
The following Subsidiary Company (incorporated in India) has been considered in the preparation of consolidated financial statements:
% holding as at March 31
Name
2022 2021
TeamF1 Networks Private Limited 99.99% 99.99%

d Basis of measurement
The financial statements have been prepared on the accrual basis and under historical cost convention, except for certain financial instruments
that are measured at fair values at the reporting date:
- Certain financial assets and liabilities (including derivative instruments) and contingent consideration that is measured at fair value (refer
accounting policy regarding financial instruments), and
- Net defined benefit liability / asset
e Significant accounting estimates, assumptions and judgments
In application of the Group’s accounting policies, which are described in note 2.2, the management are required to make judgements, estimates
and assumptions about the carrying amounts of revenues, expenses, assets, liabilities, the accompanying disclosures, and the disclosure
of contingent liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised prospectively.

Building Networks for People / 121

 Notes forming part of the Consolidated Financial Statements
2 Basis of preparation and Significant accounting policies (contd.)
2.1 Basis of preparation (contd.)
Estimates and assumptions
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date that may have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended
March 31, 2022 is included in the following notes :
- recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used.
- measurement of defined benefit obligations: key actuarial assumptions;
- recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources;
- Provision for inventory obsolescence
- Impairment of financial assets (i.e. expected credit loss on trade receivables)
- Impairment of non-financial assets
g Measurement of fair values
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the
fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those
characteristics into account when pricing the asset or liability at the measurement date.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs
to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described
as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement
date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement
is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the reporting date during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
- Investments (Current)
- Fair value measurements
2.2 Significant accounting policies
a Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost of an item of property,
plant and equipment comprises its purchase price after deducting trade discounts and rebates, any directly attributable cost of bringing the item
to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.
Depreciation has been provided on straight-line method. The estimated useful life which is in line with Schedule II to the Companies Act, 2013
(“the Act”) is set out herein below.
Plant and machinery - 15 years
Office premises - 60 years
Office equipments - 3 to 6 years
Furniture and fixtures - 10 years
Electrical installations - 10 years
Vehicles - 8 years
Assets costing less than Rs. 5,000 are fully depreciated in the year of acquisition.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in the consolidated statement of profit and loss
when the asset is derecognised.
Depreciation method, useful lives and residual values are reviewed at each reporting dates and adjusted if appropriate. The management believes
that its estimates of useful lives as given above best represent the period over which management expects to use these assets.
Depreciations on additions / disposals is provided on a pro-rata basis i.e. from / upto the date on which asset is ready for use / disposed of.

122 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
For transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as of
1 April, 2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
b Intangible assets
Intangible assets are stated at their cost of acquisition, less accumulated amortisation and impairment losses. An intangible asset is recognised,
where it is probable that the future economic benefits attributable to the asset will flow to the enterprise and where its cost can be reliably
measured. The amortisable amount of intangible assets is allocated over the best estimate of its useful life on a straight-line basis. The estimated
useful life and amortisation method are reviewed at the end of each reporting date.
The Group capitalises software costs where it is reasonably estimated that the software has an enduring useful life. Software is amortised over
the management’s estimate of its useful life of five years and it is included in depreciation and amortisation expense in consolidated statement of
profit and loss.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising
from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset,
are recognised in the consolidated statement of profit and loss when the asset is derecognised.
c Impairment of non-financial assets
Non-financial assets are reviewed at each reporting date to determine whether there are indications of impairment and the carrying amount of the
asset, or where applicable the cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e. the higher of the asset’s net
selling price and value in use). The carrying amount is reduced to the recoverable amount and the reduction is recognised as an impairment loss
in the consolidated statement of profit and loss.
The Group’s corporate assets (e.g. central office building for providing support to various cash-generating units) do not generate independent
cash inflows. To determine impairment of corporate asset, recoverable amount is determined for the cash-generating units to which the corporate
asset belongs.
The recoverable amount of a cash generating unit (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value
in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the cash generating unit (or the asset).
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate
of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised
immediately in the consolidated statement of profit and loss.
d Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that
reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group assesses promises in
the contract that are separate performance obligations to which a portion of transaction price is allocated.
Revenue from Software development and services is recognized on the basis of the terms of Contract and Project Work Orders, as and when the
services are rendered and there are no unfulfilled obligations. The Company measures revenue, for the consideration to which the Company is
expected to be entitled in exchange for transferring promised services. Revenue is measured at fair value of the consideration received or receivable.
Revenue is measured based on the transaction price as specified in the contract with the customer. It excludes taxes or other amounts collected
from customers in its capacity as an agent. In determining the transaction price, the Company considers below, if any:
- Variable consideration - This includes bonus, incentives, discounts etc. It is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty
with the variable consideration is subsequently resolved. It is reassessed at the end of reporting date.
- Significant financing component - The Group receives short-term advances from its customers. Using the practical expedient in Ind AS
115, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at
contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for
that good or service will be one year or less.
- Consideration payable to a customer – Such amounts are accounted as reduction of transaction price and therefore, of revenue unless the
payment to the customer is in exchange for a distinct good or service that the customer transfers to the Group.
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or contract price. The
accounting for modifications of contracts involves assessing whether the services added to the existing contract are distinct and whether the
pricing is at the standalone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that
are distinct are accounted for prospectively, either as a separate contract, if additional services are priced at the standalone selling price, or as a
termination of existing contract and creation of a new contract if not priced at the standalone selling price.
Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.
e Inventories
Stock-in-trade are valued at the lower of cost and net realisable value. Net realisable value represents the estimated selling price for inventories
less all estimated costs of completion and costs necessary to make the sale.
Cost of Stock-in-trade is determined by the weighted average cost method. Cost of Stock-in-trade comprises of all costs of purchase and other
costs incurred in bringing the inventories to their present location and condition.

Building Networks for People / 123

 Notes forming part of the Consolidated Financial Statements
2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
The Group reviews the condition of its inventories and makes provision against obsolete and slow-moving inventory items which are identified
as no longer suitable for sale or use. Group estimates the net realisable value for such inventories based primarily on the latest invoice prices
and current market conditions. The Group carries out an inventory review at each reporting date and makes provision against obsolete and slow-
moving items. The Group reassesses the estimation on each reporting date.
f Employee benefits
i. Short-term employee benefits
Employee benefits such as salaries, allowances, bonus and ex-gratia, which fall due for payment within a period of twelve months after rendering
service, are measured on an undiscounted basis. It is charged as expense to consolidated statement of profit and loss in the period in which the
service is rendered.
ii. Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the Group pays specified contribution to a Government administered
scheme and has no obligation to pay any further amounts. The Group’s monthly contribution to Provident Fund and Employee’s State Insurance
Scheme are considered as defined contribution plans and are charged as an expense in the consolidated statement of profit and loss, based on
the amount of contribution required to be made and when services are rendered by the employees.
iii. Defined benefit plans
Employee Benefits under defined benefit plans such as gratuity which fall due for payment after completion of employment are measured by the
projected unit credit method, on the basis of actuarial valuations carried out by third party actuaries at each reporting date. The Group’s obligation
recognised in the consolidated balance sheet represents the present value of obligations as reduced by the fair value of plan assets.
Actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest) are
recognised immediately in other comprehensive income. Remeasurement recognised in other comprehensive income is reflected immediately in
retained earnings and is not reclassified to consolidated statement of profit and loss. Past service cost is recognised in consolidated statement
of profit and loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the
net defined benefit liability or asset.
The defined benefit obligation recognised in the consolidated balance sheet represents the actual deficit or surplus on the Group’s defined benefit
plan. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the
plan or reductions in future contributions to the plan.
iv. Other long-term employee benefits
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the
related service are recognised as a liability on the basis of an independent actuarial valuation carried out at the reporting date, using the projected
unit credit method. Actuarial gains or losses are recognised in the consolidated statement of profit and loss in the year in which they occur.
g Foreign currency transactions
Transactions in foreign currencies are recognised at the rates of exchange prevailing at the date of the transaction.
At the end of each reporting period, monetary items denominated in foreign currencies are restated at the rates prevailing at that date.
Exchange differences on monetary items are recognised in the consolidated statement of profit and loss in the year in which they arise.
h Borrowing costs
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes
exchange differences to the extent regarded as an adjustment to the borrowing costs. Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended
use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in the consolidated statement of profit and loss in the period in which they are incurred.
i Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current and deferred tax are recognised in the consolidated statement of profit and loss, except when they relate to items that are recognised in
other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income
or directly in equity respectively.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable
or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received
after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted
by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amount, and it is intended
to realise the asset and settle the liability on a net basis or simultaneously.

124 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements
and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable
temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised.
Deferred tax is not recognised for :
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss at the time of the transaction;
- temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control
the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
The carrying amount of deferred tax assets is reviewed at the end of each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group
expects, at the end of the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
j Cash dividends
The Group recognises a liability to make cash distributions to equity holders of the parent when the distribution is authorised and the distribution
is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the
shareholders. A corresponding amount is recognised directly in equity. An interim dividend is recorded as a liability on the date of declaration by
the Board of Directors.
Tax on distributed profits payable in accordance with the provisions of Section 115-O of the Income-Tax Act, 1961, is in accordance with the
Guidance Note on Accounting for Corporate Dividend Tax, regarded as a tax on Distribution on profits and is not considered in determination of
the profits of the Group.
k Earnings per share (EPS)
Basic EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity
shares outstanding during the year. Diluted EPS is computed by dividing the net profit or loss for the year attributable to equity shareholders by
the weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares, except
where the results are anti-dilutive.
l Leases
The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right
to control the use of an identified assets, the Group assesses whether: (i) the contact involves the use of an identified asset (ii) the Group has
substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use
of the asset.
As a lessee, the Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement
date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset
or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same
basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted
for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using
the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group
uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the fixed payments, including insubstance fixed payments;
The lease liability is measured at amortised cost using the effective interest method.
The Group applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.
The Group’s leases comprise buildings for warehouse facilities and office premises.

Building Networks for People / 125

 Notes forming part of the Consolidated Financial Statements
2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
m Provisions and contingent liability
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group
will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting
date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the Group or a present obligation that is not recognized because it is not
probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there
is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses
its existence in the consolidated financial statements.
Contingent liabilities are reviewed at each reporting date.
n Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss ‘FVTPL’) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit and loss are recognised immediately in
the consolidated statement of profit and loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification
of the financial assets
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated
at fair value through profit or loss on initial recognition):
• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
All other financial assets are subsequently measured at fair value.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received
that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt
instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income
is recognised in the consolidated statement of profit and loss and is included in the “Other income” line item.
Financial assets at FVTPL
Debt instruments that do not meet the amortised cost criteria or Fair value through other comprehensive income (FVTOCI) criteria are measured
at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured
at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting date, with any gains or losses arising on remeasurement
recognised in the consolidated statement of profit and loss. The net gain or loss recognised in the consolidated statement of profit and loss
incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income’ line item. Dividend on financial assets at
FVTPL is recognised when the Group’s right to receive the dividends is established, it is probable that the economic benefits associated with the
dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be
measured reliably.
Impairment of financial assets
The Group applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, trade
receivables and other contractual rights to receive cash or other financial asset.
For trade receivables and any contractual right to receive cash or another financial asset that result from transactions that are within the scope
of IND AS 115 Revenue from operations, the Group always measures the loss allowance at an amount equal to lifetime expected credit losses.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has used a practical expedient as
permitted under IND AS 109 Financial instruments.

126 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

2 Basis of preparation and Significant accounting policies (contd.)
2.2 Significant accounting policies (Continued)
Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the
end of each reporting date.
For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in
consolidated statement of profit and loss except for those which are designated as hedging instruments in a hedging relationship.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent
accounting years. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the
effective interest method.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting date, the
foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in the consolidated
statement of profit and loss.
Derecognition of financial instruments
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial
asset and the transfer qualifies for derecognition under Ind AS 109 Financial instruments. A financial liability (or a part of a financial liability) is
derecognized from the Group’s consolidated balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
Derivative financial instruments
The Group enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks.
These contracts are initially recognised at fair value at the date the same are entered into and are subsequently remeasured to their fair value at
the end of each reporting date. The resulting gain or loss is recognised in the consolidated statement of profit and loss immediately, unless the
contract is designated and effective as a hedging instrument, in which event the timing of the recognition in the consolidated statement of profit
and loss depends on the nature of hedging relationship and the nature of the hedged item.
o Standards issued but not effective
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment
Rules, 2022, applicable from April 1st, 2022, as below
a) Ind AS 16 Property, Plant and Equipment – For items produced during testing/trail phase, clarification added that revenue generated out of
the same shall not be recognised in SOPL and considered as part of cost of PPE.
b) Ind AS 37 Provisions, Contingent Liabilities & Contingent Assets – Guidance on what constitutes cost of fulfilling contracts (to determine
whether the contract is onerous or not) is included.
c) Ind AS 41 Agriculture– This aligns the fair value measurement in Ind AS 41 with the requirements of Ind AS 113 Fair Value Measurement to
use internally consistent cash flows and discount rates and enables preparers to determine whether to use pre-tax or post-tax cash flows and
discount rates for the most appropriate fair value measurement.
d) Ind AS 101 – First time Adoption of Ind AS – Measurement of Foreign Currency Translation Difference in case of subsidiary/associate/ JV’s date
of transition to Ind AS is subsequent to that of Parent.
e) FCTR in the books of subsidiary/associate/JV can be measured based Consolidated Financial Statements.
f) Ind AS 103 – Business Combination – Reference to revised Conceptual Framework. For contingent liabilities / levies, clarification is added on
how to apply the principles for recognition of contingent liabilities from Ind AS 37. Recognition of contingent assets is not allowed.
g) Ind AS 109 Financial Instruments – The amendment clarifies which fees an entity includes when it applies the ‘10 per cent’ test in assessing
whether to derecognise a financial liability.
The amendments are extensive and the Group will evaluate the same to give effect to them as required by law. The Group does not expect these
amendments to have any significant impact on its financial statements.

Building Networks for People / 127

 (Currency: ` in Lakhs)

128
3 Property, Plant and Equipments (PPE)
Plant and Owned office Office Furniture Electrical
Description of Assets Vehicles Total
Machinery premises equipments and fixtures installations
I. Cost
Balance as at April 01, 2021 37.57 1,537.84 352.32 146.85 16.79 69.59 2,160.96
Additions 0.73 - 56.08 0.85 - 56.68 114.34
Disposals (1.00) - (82.41) (3.16) - (28.50) (115.07)
Balance as at March 31, 2022 37.30 1,537.84 325.99 144.54 16.79 97.77 2,160.23

/ D-Link (India) Limited

II. Accumulated depreciation for the year
ended March 31, 2022
Balance as at April 01, 2021 (16.14) (141.45) (266.21) (117.22) (14.45) (33.52) (588.99)
Depreciation for the year (3.23) (28.27) (55.40) (8.74) (0.31) (10.74) (106.69)
Disposals 0.64 - 82.10 2.48 - 13.37 98.59
Balance as at March 31, 2022 (18.73) (169.72) (239.51) (123.48) (14.76) (30.89) (597.09)

Net block (I+II) 18.57 1,368.12 86.48 21.06 2.03 66.88 1,563.14

Plant and Office Office Furniture Electrical

Description of Assets Vehicles Total
Machinery premises equipments and fixtures installations
I. Cost
Balance as at April 01, 2020 37.42 1,537.84 335.51 143.42 15.83 69.59 2,139.61
Additions 0.15 - 28.21 3.43 0.96 - 32.75
Disposals - - (11.40) - - - (11.40)
Balance as at March 31, 2021 37.57 1,537.84 352.32 146.85 16.79 69.59 2,160.96

II. Accumulated depreciation for the year

ended March 31, 2021
Balance as at April 01, 2020 (13.10) (113.18) (225.15) (96.73) (11.97) (25.16) (485.29)
Depreciation for the year (3.04) (28.27) (52.46) (20.49) (2.48) (8.36) (115.10)
Disposals - - 11.40 - - - 11.40
Balance as at March 31, 2021 (16.14) (141.45) (266.21) (117.22) (14.45) (33.52) (588.99)

Net block (I+II) 21.43 1,396.39 86.11 29.63 2.34 36.07 1,571.97
Notes forming part of the Consolidated Financial Statements
 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

3A Right-of-use asset (ROU assets) (Currency: ` in Lakhs)

Leased warehouse
Description of assets Total
and office premises
I. Cost
Balance as at April 1, 2021 1,544.18 1,544.18
Additions 131.55 131.55
Additions - Security Deposit 4.26 4.26
Deletion - -
Surrender / termination of lease (436.93) (436.93)
Balance as at March 31, 2022 1,243.06 1,243.06
II. Accumulated depreciation for the year ended March 31, 2022
Balance as at April 1, 2021 (890.09) (890.09)
Depreciation for the year (415.32) (415.32)
Amortisation of ROU Security Deposit (4.12) (4.12)
Additions / Deletions 390.97 390.97
Balance as at March 31, 2022 (918.56) (918.56)
Net block (I+II) 324.50 324.50

Leased warehouse
Description of assets Total
and office premises
I. Cost
Balance as at April 1, 2020 1,423.97 1,423.97
Additions 120.21 120.21
ROU Security Deposit - -
Balance as at March 31, 2021 1,544.18 1,544.18
II. Accumulated depreciation for the year ended March 31, 2021
Balance as at April 1, 2020 (457.21) (457.21)
Depreciation for the year (428.60) (428.60)
Amortisation of ROU Security Deposit (4.28) (4.28)
Balance as at March 31, 2021 (890.09) (890.09)
Net block (I+II) 654.09 654.09
Notes:
1. The aggregate depreciation expense on right-of-use asset is included under depreciation and amortisation expense in the Consolidated
statement of profit and loss.
2. Refer note no. 36 “Leases” for ROU assets movement
3B Intangible assets
Particulars Total
Computer softwares
Balance as at April 1, 2021 14.23
Additions during the year -
Balance as at March 31, 2022 14.23
Accumulated amortisation for the year ended March 31, 2022
Balance as at April 1, 2021 (13.73)
Amortisation expense for the year (0.47)
Balance as at March 31, 2022 (14.20)
Net block 0.03

Particulars Total
Computer softwares
Balance as at April 1, 2020 14.23
Additions during the year -
Balance as at March 31, 2021 14.23
Accumulated amortisation for the year ended March 31, 2021
Balance as at April 1, 2020 (13.03)
Amortisation expense for the year (0.70)
Balance as at March 31, 2021 (13.73)
Net block 0.50

Building Networks for People / 129

 Notes forming part of the Consolidated Financial Statements
4 Goodwill (Currency: ` in Lakhs)

As at March 31
Particulars
2022 2021
Cost or deemed cost 1,534.96 1,534.96
Total 1,534.96 1,534.96

5 Other financial assets (unsecured, considered good)

Non current
As at March 31
Particulars
2022 2021
Security deposits 53.01 153.96
Total 53.01 153.96

Current
As at March 31
Particulars
2022 2021
Security deposits 84.55 10.25
Forward contract asset - 2.11
Unbilled revenue 72.68 29.74
Interest accrued on deposits 28.04 23.63
Total 185.27 65.73

There are no other financial assets which have a significant increase in credit risk or are credit impaired.
6 Deferred tax assets (net)
The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated balance sheet:
As at March 31
Particulars
2022 2021
Deferred tax assets 487.72 437.13
Deferred tax liabilities (181.84) (180.17)
Net 305.88 256.96
For the year ended March 31, 2022
Recognised in Recognised
Opening the consolidated in other Closing
Particulars
balance statement of comprehensive balance
profit or loss income
Deferred tax (liabilities)/assets in relation to:
Provision for inventory obsolescence 115.72 24.37 - 140.09
Provision for doubtful advances 64.81 (0.01) - 64.80
Allowance for expected credit loss and credit impared on trade receivables 65.21 (5.79) - 59.42
Disallowance under section 43B of Income Tax Act, 1961 15.01 (2.31) - 12.70
Expenses disallowed pursuant to Section 40 (i) (a) of Income Tax Act, 1961 157.18 52.67 - 209.85
Intangible assets 0.03 0.05 - 0.08
Others 5.21 (4.43) - 0.78
Deferred tax assets 423.17 64.55 - 487.72
Property, plant and equipment (164.75) (7.96) - (172.71)
Defined benefit obligation 13.96 (2.66) (14.25) (2.95)
Others (includes fair value of investments and allowance under chapter
(15.42) 9.24 (6.18)
VIA etc.)
Deferred tax liabilities (166.21) (1.38) (14.25) (181.84)
Total 256.96 63.17 (14.25) 305.88

130 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

For the year ended March 31, 2021 (Currency: ` in Lakhs)

Recognised in Recognised
Opening the consolidated in other Closing
Particulars
balance statement of comprehensive balance
profit or loss income
Deferred tax (liabilities)/assets in relation to:
Provision for inventory obsolescence 142.18 (26.46) - 115.72
Provision for doubtful advances 73.09 (8.28) - 64.81
Allowance for expected credit loss and credit impared on trade receivables 49.38 15.83 - 65.21
Defined benefit obligation 11.41 1.91 0.64 13.96
Disallowance under section 43B of Income Tax Act, 1961 25.13 (10.12) - 15.01
Expenses disallowed pursuant to Section 40 (i) (a) of Income Tax
157.18 - - 157.18
Act, 1961
Intangible assets (0.05) 0.08 - 0.03
Others 5.21 - - 5.21
Deferred tax assets 463.53 (27.04) 0.64 437.13
Property, plant and equipment (157.08) (7.67) - (164.75)
Others (includes fair value of investments and allowance under
(13.99) (1.43) - (15.42)
chapter VIA etc.)
Deferred tax liabilities (171.07) (9.10) - (180.17)
Total 292.46 (36.14) 0.64 256.96

7 Current tax assets (net)

As at March 31
Particulars
2022 2021
Advance Income tax assets (net)
Advance payment of taxes 2,513.89 2,311.89
Less : Provision for Income Tax (2,491.81) (2,285.85)
Total 22.08 26.04

8 Other assets
Non current
As at March 31
Particulars
2022 2021
Recoverable from government authorities
Unsecured, considered good - -
Unsecured, considered doubtful 56.96 56.96
Less : Provisions (56.96) (56.96)
Total - -

Current
As at March 31
Particulars
2022 2021
Unsecured, Considered good
Customs and other duties recoverable 302.71 736.74
Advances to suppliers 390.15 70.19
Advance to employees 3.43 5.43
Prepaid expenses 180.70 138.02
Other receivables 3.37 -
Provision for gratuity (ref note no. 32) 5.23 -
Total 885.59 950.38

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 Notes forming part of the Consolidated Financial Statements
9 Inventories (Currency: ` in Lakhs)
As at March 31
Particulars
2022 2021
Inventories (lower of cost and net realisable value)
Stock-in-trade - networking products 6,415.85 6,120.32
Stock-in-trade - networking products - Goods-in-transit 3,366.41 2,974.27
Total 9,782.26 9,094.59

The cost of stock-in-trade is net of provision in respect write-down of inventories to net realisable value amounting to ` 556.62 Lakhs (as at March
31, 2021 : ` 459.75 Lakhs).
10 Other investments
Current investments

As at March 31, 2022 As at March 31, 2021

Particulars
Qty Amount Qty Amount
Unquoted investments
Investment in mutual funds (at fair value through profit and loss)
ICICI Prudential Liquid Fund - Direct Plan Growth 286,649.64 903.68 201,325.10 613.51
HDFC Liquid Fund -Direct Plan - Growth Option 21,520.41 900.57 12,523.80 506.65
Aditya Birla Sun Life Liquid Fund - Growth - Direct Plan 321,180.85 1,102.05 215,591.59 714.76
Nippon India Liquid Fund - Direct Plan -Growth Plan - - 13,181.65 663.38
Axis Liquid Fund - Growth - Regular 46,893.75 1,101.97 31,229.10 709.75
Kotak Liquid Fund - Direct Plan Growth 21,187.17 911.70 - -
UTI Liquid Cash Plan - Direct Grwoth Plan 26,188.66 913.47 16,621.27 560.22
LIC MF Liquid Fund - Direct Plan - Growth - - 12,397.64 463.28
SBI Liquid Fund Direct Growth 27,015.42 900.45 12,734.97 410.27
L&T Liquid Fund - Regular Growth 20,807.46 603.45
Tata Liquid Fund Regular Plan Growth 27,582.28 919.33 6,551.86 211.28
Total 8,256.67 4,853.10
Aggregate amount of unquoted investments at cost 8,200.00 4,749.99
Aggregate amount of impairment in the value of investments - -

11 Trade receivables
As at March 31
Particulars
2022 2021
(a) Unsecured, considered good
- from related parties * 34.10 178.89
- from others 23,031.01 17,582.61
(b) Trade receivable which have significant increase in credit risk 15.26 39.94
Less : Allowance for expected credit loss (15.26) (39.94)
(c) Credit impaired 220.82 219.13
Provision for Credit impaired (220.82) (219.13)
Total 23,065.11 17,761.50

* Refer Note 41 for related party transactions

The average credit period on sales is 30 to 60 days. No interest is charged on overdue trade receivables.
A formal credit policy has been framed and credit facilities are given to customers within the framework of credit policy. As credit risk management
mechanism, a policy for doubtful debts has been formulated and the risk exposure related to receivables is identified based on criteria’s mentioned
in policy and provided in credit loss allowance.
There are no trade receivables which have a significant increase in credit risk.
At March 31, 2022, the carrying amount of the Company’s most significant customers is ` 7,809.81 Lakhs (March 31, 2021 : ` 4,805.15
Lakhs)

132 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

11 Trade receivables (contd.) (Currency: ` in Lakhs)
Ageing for trade receivables as at March 31, 2022 is as follows:
As at March 31, 2022
Particulars Not due Less than 6 months - 1-2 2-3 More than Total
6 months 1 year years years 3 years
(i) Undisputed Trade receivables -
19,719.75 3,345.31 - 0.05 - - 23,065.11
considered good
(ii) Undisputed Trade Receivables -
- 5.18 - - 6.66 3.42 15.26
considered doubtful
(iii) Disputed Trade Receivables -
- - - - - - -
considered good
(iv) Disputed Trade Receivables -
- - - - 54.34 166.48 220.82
considered doubtful
TOTAL 19,719.75 3,350.49 - 0.05 61.00 169.90 23,301.19

Ageing for trade receivables as at March 31, 2021 is as follows:

As at March 31, 2021
Particulars Not due Less than 6 months - 1-2 2-3 More than Total
6 months 1 year years years 3 years
(i) Undisputed Trade receivables -
14,845.42 2,842.97 - - - - 17,688.39
considered good
(ii) Undisputed Trade Receivables -
- 27.16 - 9.36 - 3.42 39.94
considered doubtful
(iii) Disputed Trade Receivables -
- - - 73.11 - - 73.11
considered good
(iv) Disputed Trade Receivables -
- - - 52.65 166.48 - 219.13
considered doubtful
TOTAL 14,845.42 2,870.13 - 135.12 166.48 3.42 18,020.57

The following table provides information about the exposure to credit risk and expected credit loss for trade receivables as at March 31, 2022
Weighted- Loss
Gross carrying
Particulars average loss allowance
amount
rate provision
Within the credit period 19,719.75 0.00% -
1 to 90 days past due 3,347.19 0.00% -
91 to 180 days past due 3.30 0.00% -
181 to 270 days past due - 0.00% -
271 to 360 days past due - 0.00% -
More than 360 days past due 230.95 100.00% 230.95
Total 23,301.19 230.95
Note: Additional provision of ` 5.13 Lakhs created based on management estimate towards certain debtors over and above the provision as per
expected credit loss model.
The following table provides information about the exposure to credit risk and expected credit loss for trade receivables as at March 31, 2021
Weighted- Loss
Gross carrying
Particulars average loss allowance
amount
rate provision
Within the credit period 15,071.67 0.00% -
1 to 90 days past due 2,554.35 0.00% -
91 to 180 days past due 89.53 4.20% 3.76
181 to 270 days past due - 0.00% -
271 to 360 days past due - 0.00% -
More than 360 days past due 305.02 76.53% 233.42
Total 18,020.57 237.18
Note: Additional provision of ` 21.89 Lakhs created based on management estimate towards certain debtors over and above the provision as per
expected credit loss model.

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 Notes forming part of the Consolidated Financial Statements
12 Cash and cash equivalents (Currency: ` in Lakhs)

As at March 31
Particulars
2022 2021
Cash on hand 0.20 0.30
Balances with banks in current accounts 1,037.23 1,669.41
Fixed deposits with Bank with original maturity for less than 3 months 1,004.47 -
Total 2,041.90 1,669.71

13 Bank balances other than above

As at March 31
Particulars
2022 2021
Earmarked balances
- Unpaid dividend accounts 11.93 12.13
Fixed deposits with Bank with original maturity for more than 3 months and maturing within 12 months 3,223.79 4,514.81
- Given as security against Bank Guarantees - ` 26.93 Lakhs (as at March 31, 2021 : ` 18.29 Lakhs)
Total 3,235.72 4,526.94

14 Equity share capital

As at March 31
Particulars
2022 2021
Authorised Share capital :
70,000,000 (March 31, 2021 : 70,000,000) equity shares of ` 2 each 1,400.00 1,400.00
Issued, subscribed and fully paid up:
35,504,850 (March 31, 2021 : 35,504,850) fully paid equity shares of ` 2 each 710.10 710.10
Total 710.10 710.10

i. Reconciliation of number of shares outstanding

As at March 31
2022 2021
Particulars
Number of Number of
shares shares
At the beginning of the year 35,504,850 35,504,850
At the end of the year 35,504,850 35,504,850

ii. Terms and Rights attached

The Company has a single class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board
of Directors is subject to the approval of the shareholders. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

iii. Details of equity shares held by the Holding Company

As at March 31
2022 2021
Particulars
Number of Number of
shares shares
D-Link Holding Mauritius Inc. 18,114,663 18,114,663

134 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

14 Equity share capital (contd.) (Currency: ` in Lakhs)
iv. Details of equity shares held by each shareholder holding more than 5% shares
As at March 31, 2022
As at March 31, 2022
Name of Shareholders Number of % holding in the
shares held class of shares
Fully paid equity shares
D-Link Holding Mauritius Inc., holding company 18,114,663 51.02%
Mukesh Tirthdas Lulla 2,634,356 7.42%

As at March 31, 2021

As at March 31, 2021
Name of Shareholders Number of % holding in the
shares held class of shares
Fully paid equity shares
D-Link Holding Mauritius Inc., holding company 18,114,663 51.02%
Mukesh Tirthdas Lulla 2,755,000 7.76%
v. No shares have been issued for consideration other than cash during the period of five years immediately preceding the reporting date.
15 Other Equity
As at March 31
Particulars
2022 2021
General reserve -Refer note (i) below 1,022.81 1,022.81
Securities premium reserve - Refer note (ii) below 3,591.34 3,591.34
Retained earnings - Refer note (iii) below
Balance at the beginning of the year 21,305.63 18,527.73
Add : Transferred from statement of profit and loss 4,228.75 3,134.86
Add : Other comprehensive income - Refer note (iv) below 42.36 (1.92)
Less : Dividend paid 639.09 355.04
Balance at the end of the year 24,937.65 21,305.63
Total 29,551.79 25,919.78
(i) The general reserve is credited from time to time to transfer profits from retained earnings for appropriation purposes.
(ii) Security premium account is created when shares are issued at premium. The Group can use it only in accordance with the provisions of the
Companies Act, 2013.
(iii) Retained earnings comprise of the Group’s undistributed profits after taxes.
(iv) Other comprehensive income consist of re-measurement of defined benefit plan comprises actuarial gains and losses and return on plan
assets (excluding interest income).
16 Other financial liabilities
Non current
As at March 31
Particulars
2022 2021
Security deposits 26.19 30.47
Total 26.19 30.47
Current
As at March 31
Particulars
2022 2021
(a) Unclaimed dividends 11.93 12.13
(b) Others :-
- Forward contract liability 2.66 -
- Security deposits - -
- Other liabilities - Employees benefits payable 202.32 236.97
- Payable to D-Link International Pte Ltd. 16.74 -
Total 233.65 249.10

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 Notes forming part of the Consolidated Financial Statements
17 Trade payables (Currency: ` in Lakhs)

As at March 31
Particulars
2022 2021
Total outstanding dues of micro and small enterprises (Refer note below) 134.05 188.44
Total outstanding dues of creditors other than micro and small enterprises 19,753.06 14,855.59
Total 19,887.11 15,044.03
The Company’s exposure to currency and liquidity risks related to trade payables is disclosed in Note 34(ii).
Disclosures relating to amounts payable as at the year end together with interest paid / payable to Micro, Small and Medium Enterprises have
been made in the accounts, as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of information
available with the Group determined on the basis of intimations received from suppliers regarding their status and required disclosures are given
below :
As at March 31
Particulars
2022 2021
(i) the principal amount remaining unpaid as on year end. 134.05 188.44
(ii) the amount of interest due thereon remaining unpaid as on year end. - -
(iii) the amount of interest paid by the Group in terms of Section 16 of Micro, Small and Medium - -
Enterprises Development Act, 2006, along with the amount of payment made to the supplier beyond
the appointed day during the year.
(iv) the amount of interest due and payable for the period of delay in making payment (which have been - -
paid but beyond the appointed date during the year) but without adding the interest specified under
the Micro, Small and Medium Enterprises Development Act, 2006.
(v) the amount of interest accrued and remaining unpaid as on year end and - -
(vi) the amount of further interest remaining due and payable even in the succeeding years, until such - -
date when the interest dues as above are actually paid to the small enterprise, for the purpose of
disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises
Development Act, 2006.

Ageing for trade payables as at March 31, 2022 is as follows:

As at March 31, 2022
Particulars Not due Less than 1 1-2 2-3 More than Total
Unbilled
year years years 3 years
(i) MSME 134.05 - - - - - 134.05
(ii) Others 10,434.88 3,000.31 6,317.87 - - - 19,753.06
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 10,568.93 3,000.31 6,317.87 - - - 19,887.11

Ageing for trade payables as at March 31, 2021 is as follows:

As at March 31, 2021
Particulars Not due Less than 1 1-2 2-3 More than Total
Unbilled
year years years 3 years
(i) MSME 188.44 - - - - - 188.44
(ii) Others 6,598.88 2,324.62 5,932.12 - - - 14,855.62
(iii) Disputed dues – MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 6,787.32 2,324.62 5,932.12 - - - 15,044.06

136 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

18 Other current liabilities (Currency: ` in Lakhs)

Current
As at March 31
Particulars
2022 2021
(a) Advances from customers 50.65 1.77
(b) Others
- Statutory dues* 114.95 101.63
- Disputed demand of Value Added Tax / Central Sales Tax 21.40 21.40
- Payable on behalf of Principal (net) 99.94 105.23
Total 286.94 230.03

* Includes provident fund and tax dedcuted at source etc

19 Provisions
Current

As at March 31
Particulars
2022 2021
Employee benefits
- Gratuity-Defined benefit liabilities (refer note 32) 20.36 54.56
- Provision for compensated absences 76.04 83.84
Total 96.40 138.40

20 Current tax liabilities (net)

As at March 31
Particulars
2022 2021
Current tax liabilities
Provision for Income tax 4,310.02 2,848.27
Less : Advance payment of taxes (4,203.49) (2,764.06)
Total 106.53 84.21

21 Revenue from operations

For the year ended March 31
Particulars
2022 2021
(a) Sales of networking products 90,297.30 70,979.76
(b) Sales of services relating to network security software 1505.32 1637.50
(c) Other operating revenues
- Export benefits 29.81 37.43
Total 91,832.43 72,654.69
For the year ended March 31, 2021, revenues from sales of Networking products to two significant customer is ` 24,237.20 Lakhs (year ended
March 31, 2021 : ` 29,308.32 Lakhs).
Refer Note 38 for disaggregation of revenue.
Reconciliation of revenue recognized with the contracted price is as follows:
For the year ended March 31
Particulars
2022 2021
Contracted Price 97,140.80 74,889.39
Reductions towards variable consideration components (5,308.37) (2,234.70)
Revenue recognised 91,832.43 72,654.69
The reduction towards variable consideration comprises of volumn discounts, rebates etc.

Building Networks for People / 137

 Notes forming part of the Consolidated Financial Statements
22 Other income (Currency: ` in Lakhs)

For the year ended March 31

Particulars
2022 2021
a) Interest income
- On fixed deposits with banks 176.06 149.01
b) Others
- Operating sub-lease rental income - 12.84
- Sundry balances written back (net) 9.19 29.99
- Net gain on disposal of property, plant and equipment 0.72 0.41
- Net gain on foreign currency transactions and translations 210.23 350.79
- Mark to Market - forward contracts measured at FVTPL - -
- Mark to Market - current investments measured at FVTPL 56.69 103.11
- Net Gain on sale of current investments 128.27 31.05
- Allowance for expected credit loss written back 22.99 -
- Finance Income on security deposit 4.25 2.96
- Miscellaneous income 49.79 4.61
Total 658.19 684.77

23 Purchase of stock-in-trade
For the year ended March 31
Particulars
2022 2021
Purchase of Stock-in-Trade - networking products 79,614.32 58,815.38
Total 79,614.32 58,815.38

24 Changes in inventories of stock-in-trade

For the year ended March 31
Particulars
2022 2021
Closing stock - networking products 9,782.26 9,094.59
Less : Opening stock - networking products 9,094.59 9,946.69
Total (687.67) 852.10

25 Employee benefits expense

For the year ended March 31
Particulars
2022 2021
Salaries, wages and bonus 3,657.66 3,552.37
Contribution to provident and other funds (refer note 32) 145.63 135.48
Staff welfare expenses 101.04 84.14
Total 3,904.33 3,771.99

26 Finance costs
For the year ended March 31
Particulars
2022 2021
Interest
- On delayed payments of Income-tax / GST 2.04 7.35
- On lease liabilities (refer note 36) 47.05 79.05
Total 49.09 86.40

138 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

27 Depreciation and amortisation expense (Currency: ` in Lakhs)

For the year ended March 31

Particulars
2022 2021
Depreciation of property, plant and equipment (refer note 3) 106.69 115.10
Depreciation of right-of-use asset (refer note 3A) 415.32 428.60
Amortisation of intangible assets (refer note 3B) 0.47 0.70
Total 522.48 544.40

28 Other expenses
For the year ended March 31
Particulars
2022 2021
Power and fuel 69.01 75.13
Travelling and conveyance 138.97 82.27
Legal and consultation fees 315.18 234.13
Royalty fees 1,061.95 706.28
Audit Fees (refer note below) 75.90 55.61
Rates and taxes 2.32 17.19
Repairs and Maintenance - others 285.59 269.51
Communication expenses 77.57 89.48
Insurance expenses 146.42 163.69
Advertisement and sales development expenses 376.85 2,346.66
Freight outward expenses - 86.96
Servicing expenses 445.32 462.75
Packing material consumed 53.12 56.05
Directors sitting fees 32.25 25.75
Corporate Social Responsibility expenses (refer note 39) 136.60 98.20
Allowance for expected credit loss and credit impared on trade receivables and advances - 62.89
Loss on disposal of property, plant and equipment 0.31 -
Net loss on foreign currency transactions and translations - 11.30
Mark to Market - forward contracts measured at FVTPL 4.77 10.35
Bad debts written off - 18.35
Net loss on agency business 32.49 18.18
Miscellaneous expenses 143.53 138.83
Total 3,398.16 5,029.56

Note :
For the year ended March 31
Payments to auditors
2022 2021
a) For audit
- For statutory audit 26.00 23.50
- For limited review 15.00 13.50
b) For other services 32.50 17.50
c) For reimbursement of expenses 2.40 1.16
Total 75.90 55.66

Building Networks for People / 139

 Notes forming part of the Consolidated Financial Statements
29 Income taxes (Currency: ` in Lakhs)
i. Income tax recognised in consolidated statement profit or loss
For the year ended March 31
Particulars
2022 2021
Current tax
In respect of the current year 1,533.81 1,084.60
Short / (Excess) provision for tax in respect of earlier years charged / (written back) (9.50) (16.00)
1,524.31 1,068.60
Deferred tax (63.17) 36.14
(63.17) 36.14
Total income tax expense recognised in the current year 1,461.14 1,104.74

The income tax expense for the year can be reconciled to the accounting profit as follows:
For the year ended March 31
Particulars
2022 2021
Profit before tax 5,689.91 4,239.63
Income tax expense calculated at 25.17% (March 31, 2021 : 25.17%) 1,432.15 1,067.11
Effect of expenses that are not deductible in determining taxable profit
Corporate Social Responsibility expenses 34.38 29.75
Disallowance u/s 14A of Income Tax Act, 1961 - -
Others* 4.11 23.88
1,470.64 1,120.74
Adjustments recognised in the current year in relation to the current tax of prior years (9.50) (16.00)
Income tax expense recognised in consolidated statement of profit or loss 1,461.14 1,104.74

ii. Income tax recognised in other comprehensive income

For the year ended March 31
Particulars
2022 2021
Deferred tax
Arising on income and expenses recognised in other comprehensive income:
On account of re-measurement of defined benefit obligation 14.25 (0.64)
Total income tax recognised in other comprehensive income 14.25 (0.64)
Bifurcation of the income tax recognised in other comprehensive income into:-
Items that will not be reclassified to profit or loss 14.25 (0.64)
Items that may be reclassified to profit or loss - -

30 Earnings per share

Earnings per share is calculated by dividing the profit attributable to the Equity shareholders by the weighted average number of Equity shares
outstanding during the year, as under:
For the year ended March 31
Particulars
2022 2021
Net Profit after tax (` in Lakhs) 4,228.77 3,134.86
Weighted average number of Equity Shares outstanding during the year 35,504,850 35,504,850
Basic and diluted earnings per share (Rupees) 11.91 8.83
Nominal value per share (Rupees) 2.00 2.00

140 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

31 Dividend on Equity shares (Currency: ` in Lakhs)
For the year ended March 31
Particulars
2022 2021
Cash dividend on Equity shares declared and paid :
Final dividend for the year March 31, 2021: ` 1.80 per share (March 31, 2020: ` 1 per share) 639.09 355.04
Proposed dividends on Equity shares:
Proposed cash dividend for the year March 31, 2022: ` 3 per share (March 31, 2021: ` 1.80 per share) 1,065.15 639.09

Proposed dividend on equity shares is subject to approval at the annual general meeting and is not recognised as a liability as at the year end.

32 Employee benefit plans

i. Defined contribution plans
The Group makes Provident Fund and Employee’s state insurance corporation (ESIC) contributions which are in the nature of defined contribution
plans, for qualifying employees. Under the Schemes, the Group is required to contribute a specified percentage of the payroll costs to fund
the benefits. The Group recognised ` 79.04 Lakhs (Previous Year ended March 31, 2021: ` 75.55 Lakhs) towards Provident Fund contribution
and ` 3.31 Lakhs (Previous Year ended March 31, 2021: ` 4.38 Lakhs) towards ESIC contribution included under employee benefits expense
in the consolidated statement of profit and loss. The contributions payable to these plans by the Group are at rates specified in the rules of the
schemes.
ii. Defined benefit plan
The gratuity scheme is a defined benefit plan that provides for a lump sum payment to the employees on exit either by way of retirement, death,
disability or voluntary withdrawal. Under the scheme, the employees are entitled to a lump sum amount aggregating to 15 days final basic salary
for each year of completed service payable at the time of retirement/resignation, provided the employee has completed 5 years of continuous
service. The defined benefit plan is administered by a third-party insurer. The third-party insurer is responsible for the investment policy with
regards to the assets of the plan.
Under the plan, the employees are entitled to a sum amounting to 15 days final basic salary for each year of completed service payable subject
to maximum of ` 20 Lakhs at the time of retirement / resignation provided the employee has completed 5 years of continuous services.
The Plan exposes the Group to the following risks:

The return on investments will impact the position of the defined benefit plan liability. If the return falls, net defined
Investment risk
benefit obligation will increase the value of the liability.
The defined benefit obligation calculated uses a discount rate based on government bonds. All other aspects
Interest risk
remaining same, if bond yields fall, the defined benefit obligation will increase the value of the liability.
The Group has used certain mortality and attrition assumptions in the valuation of the liability. The Group is exposed
Longevity risk
to the risk of actual experience turning out to be worse compared to the assumptions considered.
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
Salary risk
As such, an increase in the salary of the plan participants will increase the plan's liability.

The risk relating to benefits to be paid to the dependents of plan members (widow and orphan benefits) is insured by an external insurance
company.
iii. The disclosure as required under Ind AS 19 Employee benefits as per actuarial valuation regarding Employee Retirement Benefits Plan
for gratuity is as follows:
The principal assumptions used for the purposes of the actuarial valuations were as follows.
Valuation as at
Particulars As at March 31
2022 2021
Discount rate(s) 6.35% to 7.33% 6.31% to 6.74%
Expected rate(s) of salary increase 8% to 10% 8% to 10%
Mortality rates IALM (2012-14) Ult. IALM (2012-14) Ult.
Rate of employee turnover 0 to 15 - 5% to 15% 0 to 15 - 5% to 15%
15 to 42 - 0% 15 to 42 - 0%

Building Networks for People / 141

 Notes forming part of the Consolidated Financial Statements
32 Employee benefit plans (contd.) (Currency: ` in Lakhs)
Discount Rate
The discount rate is based on the prevailing market yields of Indian government securities as at reporting date for the estimated term of the
obligations.
Salary Escalation Rate
The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
Amounts recognised in the consolidated statement of profit and loss in respect of these defined benefit plans are as follows.
For the year ended March 31
Particulars
2022 2021
Current service cost 63.72 58.88
Past service cost - -
Net interest expense 1.51 1.03
Components of defined benefit costs recognised in statement of profit or loss 65.23 59.91

For the year ended March 31

Particulars
2022 2021
Other Comprehensive Income (OCI)
Return on plan assets (excluding amounts included in net interest expense) 3.11 (0.16)
Actuarial (gains) / losses recognised for the period (59.72) 2.72
Components of defined benefit costs recognised in other comprehensive income (56.61) 2.56

The current service cost and the net interest expense for the year are included in the ‘Employee benefits expense’ line item in the consolidated
statement of profit and loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
The amount included in the balance sheet arising from the entity’s obligation in respect of its defined benefit plans is as follows.
As at March 31
Particulars
2022 2021
Present value of funded defined benefit obligation 433.97 445.23
Fair value of plan assets (418.84) (390.67)
Net liability arising from defined benefit obligation 15.13 54.56

Movements in the present value of the defined benefit obligation are as follows.
As at and for the year ended March 31
Particulars
2022 2021
Opening defined benefit obligation 445.23 379.21
Current service cost 63.72 58.88
Interest cost 28.66 24.67
Actuarial Gains on obligation (59.72) 2.72
Benefits paid (43.92) (20.25)
Closing defined benefit obligation 433.97 445.23

Movements in the fair value of the plan assets are as follows.

As at and for the year ended March 31
Particulars
2022 2021
Opening fair value of plan assets 390.67 333.87
Interest income 26.68 23.64
Return on plan assets (excluding amounts included in net interest expense) (3.11) 0.16
Contributions from the employer 48.52 53.25
Benefits paid (43.92) (20.25)
Closing fair value of plan assets 418.84 390.67

142 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

32 Employee benefit plans (contd.) (Currency: ` in Lakhs)

For the year ended March 31

Particulars
2022 2021
Insurer Managed Funds 100% 100%

The weighted average remaining duration of the defined benefit obligation as at March 31, 2022 is 12.40 years (as at March 31, 2021 : 12.84 years)
and for the Subsidiary Company is 5.24 years (as at March 31, 2021 : 8.48 years)

Sensitivity Analysis 2021-22 2020-21

Projected Benefit Obligation on Current Assumptions 433.97 445.23
Delta effect of +1% change in Rate of Discounting (43.58) (49.26)
Delta effect of -1% change in Rate of Discounting 51.62 59.62
Delta effect of +1% change in Rate of Salary increase 42.95 45.66
Delta effect of -1% change in Rate of Salary increase (39.97) (41.79)
Delta effect of +1% change in Rate of Employee Turnover (2.28) (7.09)
Delta effect of -1% change in Rate of Employee Turnover 2.37 4.53
The Sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the
change in the assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Expected contribution to defined benefit plan for the next year

Gratuity
Particulars
March 31, 2022 March 31, 2021
Expected contribution to defined benefit plan 20.36 54.56

33 Financial instruments
i. Capital management
The Group manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the
optimisation of the debt and equity balance. The group is not subject to any externally imposed capital requirements.
ii. Categories of financial instruments

As at March 31
Particulars Notes
2022 2021
Financial assets
Measured at fair value through profit or loss (FVTPL)
(a) Investment in mutual fund (unquoted) 10 8,256.67 4,853.10
(b) Forward contracts 5 - 2.11
Measured at amortised cost
(a) Cash and cash equivalents 12 2,041.90 1,669.71
(b) Bank balances other than (a) above 13 3,235.72 4,526.94
(c) Trade receivables 11 23,065.11 17,761.50
(d) Other financial assets 5 238.28 217.58
Financial liabilities
Measured at fair value through profit or loss (FVTPL)
Other financial liabilities 2.66 -
Measured at amortised cost
(a) Trade payables 17 19,887.11 15,044.03
(b) Lease liabilities 36 357.24 714.16
(c) Other financial liabilities 16 259.84 279.57

Building Networks for People / 143

 Notes forming part of the Consolidated Financial Statements
34 Financial risk management objectives (Currency: ` in Lakhs)
The Group’s principal financial liabilities, comprise short term borrowings, trade and other payables. The main purpose of these financial liabilities
is to support its operations. The group’s principal financial assets include trade and other receivables, current investments and cash that are
derived directly from its operations.
The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency and interest rate
risk). The group’s Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management
to minimize potential adverse effects of such risks on the group’s operational and financial performance.
i. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has
adopted a policy of dealing with only credit worthy counterparties and the credit risk exposure for them is managed by the Group by credit
worthiness checks. The group also takes a credit risk insurance policy.
The carrying amount of financial assets represents the maximum credit risk exposure.
The credit risk on liquid funds and investments in Mutual funds is limited because the counterparties are banks / Mutual funds with high
credit-ratings assigned by international credit-rating agencies.
ii. Liquidity risk management
The Group’s principal sources of liquidity are cash and cash equivalents, cash flow generated from operations and by churning of current
investments. The Group does not have any significant borrowing. The Group believes that the working capital is sufficient to meet its current
requirements. Accordingly, no liquidity risk is perceived.
Liquidity risk tables
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can
be required to pay.
The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2022.

Particulars Carrying amount Less than 1 year 1-5 years

Financial Liabilities
Trade payables 19,887.11 19,887.11 -
Lease liabilities 357.24 260.67 96.57
Other financial liabilities 259.84 233.65 26.19

The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2021.
Particulars Carrying amount Less than 1 year 1-5 years
Financial Liabilities
Trade payables 15,044.03 15,044.03 -
Lease liabilities 714.16 443.88 270.28
Other financial liabilities 279.57 249.10 30.47

The table below provides details regarding the Financing facilities (Refer note below)
As at March 31
Particulars
2022 2021
Secured cash credit and non funded facilities from bank:
i) amount used 74.74 -
ii) amount unused 2,925.26 3,000.00
Total 3,000.00 3,000.00
Note:
Cash Credit accounts and non funded facilities with banks are secured by hypothecation of inventories, book debts and receivables, both present
and future on pari passu basis.

144 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

34 Financial risk management objectives (contd.) (Currency: ` in Lakhs)
iii. Market risk
The Group is exposed to market risks associated with foreign currency rates.
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange
rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period
are as follows.
Trade payables as at Trade receivables as at
Particulars As at March 31 As at March 31
2022 2021 2022 2021
Currency USD 5,619,885 6,142,268 306,485 947,509
Currency INR in Lakhs 4,262.43 4,491.02 235.12 692.67

Foreign currency sensitivity analysis

The Group is mainly exposed to the US Dollar currency.
The Group’s exchange risk arises from its foreign currency purchases and revenues, (primarily in U.S. Dollars).
As a result, if the value of the Indian Rupee appreciates relative to these foreign currencies, the group’s purchases measured in Indian Rupees
will decrease. The exchange rate between the Indian Rupee and these foreign currencies has changed substantially in recent periods and may
continue to fluctuate substantially in the future. Due to lesser quantum of revenue from foreign currencies, the Group is not significantly exposed
to foreign currency risk in receivables.
The following table details the Group’s sensitivity to a 5% increase and decrease in the ` against the relevant foreign currencies. 5% is the
sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment
of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an
increase in profit or equity where the ` strengthens 5% against the relevant currency. For a 5% weakening of the ` against the relevant currency,
there would be a comparable impact on the profit or equity, and the balances below would be negative.
USD Impact
Particulars As at March 31
2022 2021
Impact on profit or loss for the year 201.38 189.92
Impact on total equity as at the end of the year 201.38 189.92
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the
reporting period does not reflect the exposure during the year.
Forward foreign exchange contracts
The Group enters into foreign exchange forward contracts to offset the foreign currency risk arising from the amounts denominated in currencies
other than the Indian rupee. The counter party to the group’s foreign currency forward contracts is a bank. These contracts are entered into to
hedge the foreign currency risks of firm commitments.
The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period:
Average Foreign Notional Fair value
exchange rate currency value assets (liabilities)
Outstanding (`) (USD) (` in Lakhs) (` in Lakhs)
Contracts
As at March 31 As at March 31 As at March 31 As at March 31
2022 2021 2022 2021 2022 2021 2022 2021
Buy Currency
Less than 3 months 75.96 72.91 1,650,000 1,700,000 1,253.70 1,241.40 (2.66) 2.11

Building Networks for People / 145

 Notes forming part of the Consolidated Financial Statements
35 Fair value measurements (Currency: ` in Lakhs)
This note provides information about how the Group determines fair values of various financial assets and financial liabilities.
Fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are
observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the reporting
date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
Fair value of the group’s financial assets and financial liabilities that are measured at fair value on a recurring basis.
Some of the Group’s financial assets and financial liabilities are measured at fair value at the end of each reporting date. The following table gives
information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and
inputs used).
Fair value
Fair value Valuation technique(s)
Financial assets As at March 31
hierarchy and key input(s)
2022 2021
The mutual fund investments are valued at closing
Investments in mutual funds 8,256.67 4,853.10 Level 1
NAV provided by the fund.

The Forward foreign currency contracts are valued at

Forward Contract (Liability) / Asset (2.66) 2.11 Level 2 Mark to market values provided by banks with whom
the Company contracts.

36 Disclosure as per Ind AS 116 Leases

1. As a lessee

a. Right-of-use assets
The rights of use asset for lease assets is recognised under the following heads
Leased warehouse
Particulars Total
and office premises
Balance at April 1, 2021 654.09 654.09
Additions during the year 131.55 131.55
ROU Security Deposit 4.26 4.26
Deletions during the year (436.93) (436.93)
Accumulated depreciation reversal 390.97 390.97
Depreciation charge for the year (415.32) (415.32)
Amortisation of ROU Security Deposit (4.12) (4.12)
Balance at March 31, 2022 324.50 324.50

Leased warehouse
Particulars Total
and office premises
Balance at April 1, 2020 966.76 966.76
Additions during the year 120.21 120.21
Depreciation charge for the year (428.60) (428.60)
Amortisation of ROU Security Deposit (4.28) (4.28)
Balance at March 31, 2021 654.09 654.09

146 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

36 Disclosure as per Ind AS 116 Leases (contd.) (Currency: ` in Lakhs)
b. Lease liabilities

As at March 31
Particulars
2022 2021
Maturity analysis - contractual undiscounted cash flows
Less than one year 272.51 490.03
One to five years 103.20 280.98
More than five years - -
Total undiscounted lease liabilities at March 31, 2022 375.71 771.01

Lease liabilities included in the consolidated statement of financial position at March 31, 2022

As at March 31
Particulars
2022 2021
Current 260.67 443.88
Non-current 96.57 270.28
c. Amounts recognised in the consolidated statement of profit or loss

For the year

Particulars
2021-2022 2020-2021
Interest on lease liabilities 47.05 79.05

d. Amounts recognised in the consolidated statement of cash flows

For the year

Particulars
2021-2022 2020-2021
Total cash outflow for leases 436.57 394.86

37 Contingent liabilities
The Customs Department (Directorate of Revenue Intelligence) [DRI] had initiated enquiry of classification of certain products imported by the
Parent Company during the previous years. As an outcome of this, the following Show Cause Notices from Customs Department (Directorate of
Revenue Intelligence) were received by the Parent Company for misclassification of certain products imported pertain to earlier years;
(i) show cause notice (SCN) dated 10th May 2019 demanding differential duty amount of ` 794 Lakhs (excluding interest and penalty)
(ii) show cause notice (SCN) dated 13th June 2019 (i.e. patch panels) demanding differential duty amount of ` 940.25 Lakhs (excluding interest
and penalty).
The Parent Company has received the adjudication orders from ADG, DRI dated 26th May 2021 in both the matters, partially setting aside the
demand of duty pertaining to imports of goods and determining the duty liability to ` 54.54 Lakhs excluding the interest. In light of the order, the
Parent Company reversed the excess provision of ` 460.31 Lakhs (including interest) during the year ended 31st March 2020.
On 11th December 2021, the customs department has filed an appeal in Customs, Excise & Service Tax Appellate Tribunal, contending such
decision of ADG - DRI in respect of one of the orders involving a duty demand of ` 940.25 Lakhs. The Company awaits hearing date from
Tribunal. Based on the management assessment and external legal opinion, management believes that the Company has strong case to defend
its position in the above matters.

38 Segment information
The principal business of the Group is marketing and distribution of D-Link branded Networking products. All other activities of the Group revolve
around its main business. The CEO & Managing Director of the Parent Company, has been identified as the chief operating decision maker
(CODM). The CODM evaluates the Company’s performance, allocates resources based on analysis of the various performance indicators of the
Company as a single unit. Therefore, directors have concluded that there is only one operating reportable segment as defined by Ind AS 108 -
Operating Segments.

Building Networks for People / 147

 Notes forming part of the Consolidated Financial Statements
38 Segment information (contd.) (Currency: ` in Lakhs)
Revenue as per geography segment is as follows :
For the year ended March 31
Particulars
2022 2021
India 89,858.52 69,672.66
Outside India 1,973.91 2,982.03
Total 91,832.43 72,654.69

39 Corporate Social Responsibility

For the year ended March 31
Particulars
2022 2021
1. Gross amount required to be spent by the Company during the year (as prescribed under 84.07 69.28
Section 135 of the Companies Act, 2013)
2. Amount of expenditure incurred
(i) Construction/acquisition of any asset - -
(ii) For the purpose other than (i) above 136.60 98.20
3. Shortfall at the end of the period/year - -
4. Total of previous years shortfall - 82.68
5. Reason for shortfall 1.26* 53.76*
6. Nature of CSR activities Other than Other than
construction/ construction/
acquisition of asset acquisition of asset
7. Details of Related party transactions - -
8. Liability incurred by entering into contractual obligations - -
* The unspent amount in respect of an ongoing project ` 53.76 lakhs is transferred to seperate unspent CSR bank account in the month of
April 2021. Out of which the Group has paid ` 52.50 lakhs in the Current year.
40 The Group has considered the possible impact of events arising from COVID-19 pandemic and the resultant lockdowns in the preparation of
the consolidated financial statement including but not limited to assessment of Group’s liquidity and going concern, receivables, inventory
and supply chain etc. The impact of pandemic may be different from that estimated as at the date of approval of these consolidated financial
statement. Considering the existing uncertainties, the Group will continue to closely monitor any material changes and consequential impact on
its consolidated financial statement.
41 Related party disclosures
a) Name of related parties where control exists irrespective of whether transactions have occurred or not
D-Link Corporation, Taiwan - Ultimate Holding Company
D-Link Holding Mauritius Inc. - Holding Company
b) Other related parties (Subsidiaries of Ultimate Holding Company):
D-Link (Europe) Ltd
D-Link International (Singapore)
D-Link Canada Inc.
D-Link Middle East-FZCO
D-Link Japan K K (DJP)
D-Link International Pte. Ltd
D-Link International Pte. Ltd. (DILA)
D-Link Latin America Company Ltd.
D-Link Brazil LTDA
D-Link Australia Pty Limited
D-Link (Shanghai) Limited Corp.
D-Link Systems Inc.
Perfect Choice Co. Ltd. (Mauritius)
TeamF1 Inc, USA
c) Key management personnel / Directors
Mr. Tushar Sighat Managing Director & CEO
Mr. Vinay Joshi Chief Financials Officer
Mr. Rajaram Ajgaonkar Independent Director
Mr. Satish Godbole Independent Director
Ms. Madhu Gadodia Independent Director
Mr. Mukesh Lulla Director
Mr. Hung Yi Kao Chairman
Mr. Rajaram Jadhav Director
Mr. Ming Lin Chien Director

148 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

41 Related party disclosures (contd.) (Currency: ` in Lakhs)
d) Details of transactions with related parties during the year:
Ultimate Holding Other related parties
Key management
Nature of transactions Company / Holding (Subsidiaries of Ultimate Total
person / Directors
Company Holding Company)
Purchase of Stock-in-trade
- 31.51 - 31.51
D-Link International (Singapore)
(-) (193.66) (-) (193.66)
- 12,544.62 - 12,544.62
D-Link International Pte. Ltd.
(-) (18,390.71) (-) (18,390.71)
4,637.12 - - 4,637.12
D-Link Corporation
(430.94) (-) (-) (430.94)
- 32.80 - 32.80
Others
(-) (24.10) (-) (24.10)
Sale of Stock-in-trade
- 4.34 - 4.34
D-Link International (Singapore)
(-) (0.22) (-) (0.22)
- - - -
D-Link Middle East-FZCO
(-) (5.15) (-) (5.15)
- 21.28 - 21.28
Others
(-) (2.93) (-) (2.93)
Sale of Software Services
- 814.81 - 814.81
D-Link International Pte Ltd (Singapore)
(-) (1,133.03) (-) (1,133.03)
- 102.78 - 102.78
Perfect Choice Co. Ltd. (Mauritius)
(-) (-) (-) (-)
Repairs & maintenance - IT Services
175.27 - - 175.27
D-Link Corporation
(218.16) (-) (-) (218.16)
Royalty paid
1,061.95 - - 1,061.95
D-Link Corporation
(706.28) (-) (-) (706.28)
Reimbursement of expenditure to
- 2.69 - 2.69
D-Link International Pte. Ltd.
(-) (31.65) (-) (31.65)
- - - -
D-Link International (Singapore)
(-) (0.01) (-) (0.01)
Reimbursement of expenditure from
- - - -
D-Link International Pte. Ltd
(-) (1.87) (-) (1.87)
Managerial Remuneration (refer note 1 below)
- - 281.56 281.56
Mr. Tushar Sighat
(-) (-) (229.73) (229.73)
Remuneration
- - 25.83 25.83
Mr Shrinivas Adkesar
(-) (-) (-) -
- - 46.35 46.35
Mr Vinay Joshi
(-) (-) (36.91) (36.91)
Director’s Sitting fees
- - 7.25 7.25
Mr. Rajaram Ajgaonkar
(-) (-) (6.50) (6.50)

Building Networks for People / 149

 Notes forming part of the Consolidated Financial Statements
41 Related party disclosures (contd.) (Currency: ` in Lakhs)

Ultimate Holding Other related parties

Key management
Nature of transactions Company / Holding (Subsidiaries of Ultimate Total
person / Directors
Company Holding Company)
- - 6.50 6.50
Mr. Satish Godbole
(-) (-) (6.50) (6.50)
- - 6.50 6.50
Mr. Satish Godbole
(-) (-) (6.50) (6.50)
- - 3.75 3.75
Mr. Mukesh Lulla
(-) (-) (3.00) (3.00)
- - 8.25 8.25
Mr. Hung Yi Kao
(-) (-) (3.25) (3.25)

Dividend paid
326.06 - - 326.06
D-Link Holding Mauritius Inc.
(181.15) (-) (-) (181.15)
- - 47.70 47.70
Mr. Mukesh Lulla
(-) (-) (27.55) (27.55)
- - - -
Others
(-) (-) (0.16) (0.16)
As at the year end
Amount due to
- 18.91 - 18.91
D-Link International Pte. Ltd
(-) (3,426.98) (-) (3,426.98)
- 16.74 - 16.74
D-Link International (Singapore)
(-) (-) (-) -
3,391.24 - - 3,391.24
D-Link Corporation
(143.92) (-) (-) (143.92)
- - - -
Others
(-) (0.41) (-) (0.41)
Amount due from
- 2.50 - 2.50
D-Link International Pte. Ltd
(-) (-) (-) (-)
- - - -
D-Link International (Singapore)
(-) (175.96) (-) (175.96)
- 30.41 - 30.41
Perfect Choice Co. Ltd. (Mauritius)
(-) (-) (-) (-)
- 1.19 - 1.19
D-Link Middle East-FZCO
(-) (0.05) (-) (0.05)
- - - -
Others
(-) (2.87) (-) (2.87)

Figures in brackets pertain to previous year.

Notes:
1 Managerial remuneration excludes provision for gratuity and compensated absences, since these are provided on the basis of an actuarial
valuation for the Group as a whole and long term incentive.
2 Terms and conditions of transactions with related parties
The Group’s international transactions with related parties where control exists are at arm’s length as per the independent accountant’s report for
the year ended March 31, 2021. Management believes that the Group’s international transactions with related parties where control exists post
March 2021 continue to be at arm’s length and that the transfer pricing legislation will not have an impact on the financial statements, particularly
on the amount of the tax expense for the year and the amount of the provision for taxation at the year end.

150 / D-Link (India) Limited

 Introduction / Statutory Reports Financial Statements - (Consolidated)

Notes forming part of the Consolidated Financial Statements

42 Additional Regulatory Information (Currency: ` in Lakhs)

Current Previous %
Ratio Numerator Denominator Reason for variance
year year Variance
1. Current Ratio
Total current assets Total current liabilities 2.27 2.40 5.43%
(in times)

Debt consists of
2. Debt-Equity Ratio Repayment of lease
borrowings and Total equity 0.01 0.03 55.98%
(in times) liabilitites in current year.
lease liabilities.

Earning for Debt

3. Debt Service Debt service =
Service = Cash Repayment of lease
Coverage Ratio Payments for Lease 11.10 21.48 48.30%
generated from liabilitites in current year.
(in times) liabilities
operations

Profit for the year

4. Return on Equity
less Preference Average total equity 14.87% 12.42% 19.70%
Ratio (in %)
dividend (if any)

Increase in purchases
5. Inventory turnover Purchases of in line with top line
Average Inventories 8.36 6.27 33.43%
ratio (in times) stock-in-trade wherease inventory levels
remained same.

Receivables were
6. Trade Receivables
Revenue from Average trade considerably higher due
turnover ratio 4.50 4.12 9.07%
operations receivables to Covid-19 impact in
(in times)
previous year.

7. Trade payables
Purchases of Average trade
turnover ratio 4.52 4.36 3.67%
stock-in-trade payables
(in times)

Average working
capital (i.e. Total
8. Net capital turnover Revenue from
current assets 3.72 3.41 9.26%
ratio (in times) operations
less Total current
liabilities)

9. Net profit ratio Revenue from

Profit for the year 4.60% 4.31% 6.72%
(in %) operations

Capital employed =
10. Return on Capital Profit before tax Net worth + Lease
18.74% 15.82% 18.47%
employed (in %) and finance costs liabilities + Deferred
tax liabilities

Although average
investible funds have
Income generated Average invested
11. Return on investment increased during the year,
from invested funds in treasury 2.82% 3.80% 25.67%
(in %) return on investments
funds investments
came down substaintially
from the previous year.

Building Networks for People / 151

 Notes forming part of the Consolidated Financial Statements
43 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Group to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Group has
not received any fund from any party(s) (Funding Party) with the understanding that the Group shall whether, directly or indirectly lend or invest
in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
44 The Group has no transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act,
1956.
45 Quarterly returns or statements of current assets filed by the Group with banks or financial institutions are in agreement with the books of
accounts.
46 Appropriate adjustments have been made to the previous year figures, wherever required, to bring them in line with current year classification and
groupings in accordance with amended Schedule III of the Companies Act, 2013, which has been effective from 1 April 2021.
47. Disclosure of additional information as required by the Schedule III
Net Assets i.e. Share Share in Share in total
total assets minus total in other comprehensive comprehensive
liabilities profit or loss income income
Name of the As a % of As a % of
Entity in the Group As a % of As a % of consolidated consolidated
Amount Amount Amount Amount
consolidated consolidated other total
(` in Lakhs) (` in Lakhs) (` in Lakhs) (` in Lakhs)
assets profit or loss comprehensive comprehensive
income income
Parent
D-Link (India) Limited 94.44% 28,579.06 95.69% 4,046.57 51.49% 21.81 95.25% 4,068.38
(94.44%) (25,149.77) (93.53%) (2,932.19) (-15.10%) (0.29) (93.60%) (2932.48)
Indian Subsidiary
TeamF1 Networks India 5.56% 1,682.84 4.31% 182.18 48.51% 20.55 4.75% 202.73
Private Limited (5.56%) (1480.11) (6.46%) (202.67) (115.10%) (-2.21) (6.40%) (200.46)
Non-controlling interest in 0.00% 0.17 0.00% 0.02 0.00% 0.00 0.00% 0.02
subsidiary (0.00%) (0.15) (0.00%) (0.03) (0.00%) (0.00) (0.00%) (0.03)
100.00% 30,262.06 100.00% 4,228.77 100.00% 42.36 100.00% 4,271.13
Total
(100.00%) (26,630.03) (100.00%) (3,134.89) (100.00%) (1.92) (100.00%) (3,132.97)
As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firm’s Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775

Tushar Sighat Satish Godbole

Managing Director & CEO Director
DIN No.: 06984518 DIN No.: 02596364

Rekha Shenoy Vinay Joshi Shrinivas Adikesar

Partner Chief Financial Officer Company Secretary
Membership No: 124219 Membership No: 102223 Membership No.: A20908

Mumbai, dated: April 26, 2022 Mumbai, dated: April 26, 2022

152 / D-Link (India) Limited

 ANNUAL
REPORT
2021-22
D-Link (India) Limited Corporate Office:
CIN: L72900GA2008PLC005775 Kalpataru Square, 2nd Floor,
Registered Office: Unit No. 24, Kondivita Lane,
Plot No. U02B, Verna Industrial Estate Off. Andheri Kurla Road,
Verna, Goa - 403722, India Andheri East, Mumbai - 400059, India
Tel: 0832-2885800 Fax: 0832-2885823 Tel: 022-29215700 Fax: 022-28301901

www.in.dlink.com

D-Link (India) Limited

PRESSMAN