D-Link (India) Ltd

Resolution details

• Purpose: Special postal ballot to appoint Ms. Vaishali Prasad Koparkar as Independent Director.
• Resolution: Appointment of Ms. Vaishali Prasad Koparkar (DIN 08021957) as Independent Director.
• Type: Special Resolution.
• Term: five years, until Aug 25, 2031.
• Independence: meets criteria under Section 149(6) and Listing Regulations.
• Experience: 36 years in finance, accounting, risk, and governance.
• Remuneration: board-approved Independent Director fees as per law.
• Governance impact: strengthens board independence; no share capital change.
• Voting window: Oct 15, 2026 to Nov 13, 2026; cutoff Oct 9, 2026.
• Outcome: not yet decided; results by Nov 15, 2026.
• Post-ballot results: announced on stock exchanges and company website.
• No capital actions or related party transactions included.

D-Link (India) Limited – Trading Window closed from October 01, 2026 for the quarter and half year ended September 30, 2026; The Trading Window will re-open 48 hours after the declaration of the Financial Results of the Company.

Independent Director cessation

• Ms. Madhu Vishal Gadodia, Independent Director, ceased to be a director on August 26, 2026 after term completion.
• Reason: completed second five-year term.
• Effective date: August 26, 2026.

Independent Director appointment

• Ms. Vaishali Prasad Koparkar appointed Independent Director, effective 26 August 2026, subject to shareholder approval.

Shareholder approval via postal ballot

• Postal ballot to seek shareholder approval; process and timelines to be announced.

Regulatory status

• Ms. Koparkar not debarred from director role by SEBI or any authority.

Board committee reconstitution

• Reconstituted board committees; updated positions effective Aug 26, 2026.

Committee composition note

• Audit committee, Nomination and Remuneration, Stakeholders Relationship, and Risk Management committees updated.

Notes on director terms

• Madhu Gadodia; Independent Director term expiring Aug 26, 2026.

AGM Details

• AGM held in person on 10 Aug 2026 at 11:00 IST in Goa.
• Venue: Kesarval The Fern Goa; record/book closure dates not disclosed.

Resolutions & Outcomes

• Ordinary: approve financial statements and reports; passed with majority.
• Ordinary: dividend of Rs 27.50 per equity share approved.
• Ordinary: re-appointment by rotation of a director; passed.
• Special: re-appointment of MD and CEO; passed.

Directors

• Director by rotation re-appointed; name not specified here.
• MD & CEO re-appointed; term and remuneration not disclosed.

AGM Details

• The AGM was held on Monday, August 10, 2026 at 11:00 a.m. IST in Goa venue.
• Mode: Physical meeting with remote e-voting and on-site polling.
• E-voting window: Aug 7–9, 2026; ballot facility at AGM.
• Quorum present; meeting concluded at 12:25 p.m.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone and consolidated financial statements for year ended March 31, 2026.
• Resolution 2 (Ordinary): Dividend of ₹20 and special ₹7.50 per share (₹27.50 total).
• Resolution 3 (Ordinary): Re-appoint director Chia-Jui Chang by rotation.
• Resolution 4 (Special): Re-appoint Tushar Sighat as Managing Director and CEO.

Voting Results

• Res 1 results pending; Scrutinizer's report to be announced within 48 hours.
• Res 2 results pending; Scrutinizer's report to be announced within 48 hours.
• Res 3 results pending; Scrutinizer's report to be announced within 48 hours.
• Res 4 results pending; Scrutinizer's report to be announced within 48 hours.

Dividend

• Dividend per share: ₹20 ordinary and ₹7.50 special (₹27.50 total).

Director Changes

• Re-appointment of Chia-Jui Chang by rotation.
• Re-appointment of Tushar Sighat as MD & CEO.

Auditor Appointments

• No changes to statutory or other auditors announced.

Event details

• 18th AGM scheduled for 10 August 2026 at 11:00 IST in Goa.
• AGM to be held at Kesarval The Fern Goa, Verna, Salcette.
• Notice dated May 9, 2026.
• Annual Report FY2025-26 and AGM Notice accessible online via provided links.
• Letters dispatched to shareholders without registered emails; communications include web links and QR codes.

Overview & Highlights

• Standalone Total Income: ₹1,57,431.56 lakh; up 12.76% YoY.
• Consolidated Total Income: ₹1,58,233.91 lakh; up 12.68% YoY.
• Standalone PAT: ₹10,294.98 lakh; marginally down from ₹10,305.29.
• Consolidated PAT: ₹10,405.82 lakh; vs ₹10,426.09 last year.
• Earnings per share: Standalone ₹29.00; Consolidated ₹29.31.
• Interim dividend ₹6 per share; final ₹20 and ₹7.50 special; total ₹27.50.
• Dividend policy published online; governance of capital returns disclosed.
• Focus on local manufacturing under Make in India; two-thirds of supply sourced locally.
• CSR spend of ₹249.11 lakh; entire eligible amount utilized.

Financial Performance

• Standalone revenue from operations: ₹1,55,901.66 lakh; prior year ₹1,37,716.42.
• Standalone total revenue: ₹1,57,431.56 lakh; growth supported by diversified products.
• Standalone PBT: ₹13,853.23 lakh; tax ₹3,558.25 lakh; PAT ₹10,294.98 lakh.
• Consolidated revenue from operations: ₹1,56,570.16 lakh; prior year ₹1,38,386.22.
• Consolidated total revenue: ₹1,58,233.91 lakh; PAT ₹10,405.82 lakh.
• Depreciation & amortisation: Standalone ₹662.81 lakh; Consolidated ₹716.09 lakh.
• Tax expense: Standalone ₹3,558.25 lakh; Consolidated ₹3,600.43 lakh.
• Diluted/Basic EPS: Standalone ₹29.00; Consolidated ₹29.31.

Geography & Customer Concentration

• Geography (standalone): India ₹1,55,634.25 lakh; Outside India ₹267.41 lakh; Total ₹1,55,901.66 lakh.
• Geography (consolidated): India ₹1,56,245.39 lakh; Outside ₹324.77 lakh; Total ₹1,56,570.16 lakh.
• Two significant customers in standalone: ₹85,452.32 lakh; prior year ₹66,426.81 lakh.
• Consolidated four significant customers: ₹86,076.17 lakh.
• Make in India focus and strong domestic distribution underpin growth.

Dividends & Capital Allocation

• Interim dividend ₹6 per share paid; record date 14 Nov 2025.
• Proposed final dividend ₹20 per share; special ₹7.50; ₹27.50 per share total.
• Profit retention: profits kept in P&L; no transfer to general reserve.
• Paid-up share capital: ₹71,009,700; 35,504,850 shares of ₹2 each.
• Promoter group: D-Link Holding Mauritius Inc. holds 51.02%.

Subsidiaries & Group Structure

• Subsidiary: TeamF1 Networks Private Limited; 99.99% holding; revenue ₹802.35 lakh; PAT ₹110.84 lakh.
• TeamF1 provides embedded networking software; TFOS platform and OpenWrt/SDK support.
• No material Indian subsidiary other than TeamF1; material subsidiary policy available online.

Governance & Audit

• Board meetings: 5 in FY2025-26; Independent Directors met on 24 Mar 2026.
• Audit Committee re-constituted in Nov 2025; members include Kinare, Pandit, Kao, Gadodia, Chen, Yang.
• Secretarial Auditor: Shivaram Bhat; MR-3; no qualifications.
• Statutory Auditors: B S R & Co. LLP; unqualified opinion for standalone and consolidated.
• Remuneration: MD & CEO ₹457.28 lakh; MD cap under Schedule V; sitting fees increased to ₹75k per meeting.

CSR & ESG

• CSR Committee chaired by MD; other members include Kinare, Pandit, Gadodia; Lulla ceased 5 Nov 2025.
• CSR spend: ₹249.11 lakh; full year expenditure on ongoing and other CSR projects.
• Projects span healthcare, education, women empowerment; disclosure of CSR policy online.

Industry Outlook & Risks

• Global IT industry: moderate growth around 2.7% in FY2025-26; India remains growth engine.
• India IT hardware & networking: IT spend growth ~10-12%; hardware market CAGR ~7.1%; network market ~5.5%.
• Key drivers: AI, cloud, 5G, data centers; Make in India and PLI schemes support domestic manufacturing.
• Risks: geopolitical tensions, currency volatility, supply chain disruptions, counterfeit products, pricing pressures.