Dixon Technologies (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take immense pleasure in presenting the 32^nd Annual Report on the business and operations of Dixon Technologies (India)
Limited (“Company/Dixon”) along with the Audited Standalone & Consolidated Financial Statements for the year ended 31^st March,
2025. The consolidated performance of the Company, its Subsidiaries and Joint Ventures have been referred to wherever required.

OVERVIEW OF FINANCIAL RESULTS / PERFORMANCE OF THE COMPANY (STANDALONE & CONSOLIDATED)

Key highlights of the Company’s financial performance (standalone & consolidated) for the year ended 31^st March, 2025 are as under:

Particulars	Standalone For the financial year ended		Consolidated For the financial year ended
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 202-
Revenue from Operations	5,40,090	6,41,140	38,86,010	17,69,09(
Other Income	6,647	3,729	2,023	2,25(
Total Income	5,46,737	6,44,869	38,88,033	17,71,34(
Profit/ (Loss) before depreciation, finance costs, Exceptional items and tax expenses	31,306	35,244	1,52,781	72,01
Less: Depreciation/ Amortization/ Impairment	7,065	6,398	28,102	16,18!
Profit/ (Loss) before Finance costs, exceptional items and tax expenses	24,241	28,846	1,24,679	55,83''
Less: Finance costs	5,303	4,148	15,435	7,47!
Profit/ (Loss) before exceptional items and tax expenses	18,938	24,698	1,09,244	48,35!
Profit/ (Loss) of Joint Venture Companies	-	-	1,738	1,02-
Add/ (Less): Exceptional items	48,950	-	45,998
Profit/ (Loss) Before tax	67,888	24,698	1,56,980	49,38!
Less: Taxes (current & deferred)	11,298	6,132	33,722	11,89-
Profit/ (Loss) for the year	56,590	18,566	1,23,258	37,49
Total comprehensive income/ (loss)	56,544	18,667	1,23,290	37,571
Balance of profit/ (Loss) for earlier years	1,01,066	84,287	1,31,136	96,14!
Add: Profit during the year	56,590	18,566	1,09,554	36,77!
Less: Dividend paid on equity shares	2,991	1,787	3,291	1,78!
Balance carried forward	1,54,665	1,01,066	2,37,399	1,31,131

OVERVIEW AND STATE OF COMPANY’S AFFAIRS

India as an economy is all set to reach $ 300 Billion in electronics
production by 2026, driven by ‘Make in India’ and the Production-
Linked-Incentive (PLI) Scheme* with a vision to grow to US$ 500
billion in electronics production by 2030 with US$ 200-225 billion in
exports#. The Indian electronics manufacturing sector is poised for
substantial growth, driven by strategic policy initiatives, increased
investments, and a burgeoning export market. The growth in the
Internet of Things (IoT), the rollout of 5G, and increased complexity
in semiconductor and electronics components are inducing
organizations to have their manufacturing work done by experienced
EMS providers adept at managing sophisticated assembly
and testing needs. To give a big push for local manufacturing,
Government of India (GOI) has recently launched Production
Linked Incentive (PLI) scheme for electronics components which
aims at reducing imports and thereby boosting local production,
which will be of great push for Dixon.

Dixon Technologies (India) Limited as a leading Indian
Electronic Manufacturing Services (EMS) Company, delivered an
outstanding performance during the year under review, driven
by its strategic focus on mobile manufacturing and electronics

*Source: Economic Times (ET Manufacturing)

#Source: Annual Report of Niti Aayog for FY 2024-25

manufacturing services. Dixon is also well positioned to
capitalize on India''s growing electronics manufacturing sector,
supported by government incentives and increasing demand
from global brands. The improvement in profitability is attributed
to the Company’s focus on operational efficiency and effective
strategies of the Company. The liquidity position of the Company
also remained strong during the year.

The Mobile division remained as the largest growth driver,
contributing to almost 85% of the Company’s consolidated total
revenue. On the operational front, your Company has achieved
several milestones across its business verticals, including
Consumer Electronics, Lighting Solutions, Home Appliances,
Mobile Phones, IT Hardware and Telecom products such as
Dixon has successfully onboarded multiple multinational brands
and deepened technology partnerships with Amazon (Fire Tv)
and LG (Web OS) in the Consumer Electronics Business Vertical.
Dixon is also planning to venture into new product categories
like robotic vacuum cleaners, water purifiers, chimneys and
large kitchen appliances in Home Appliances business vertical.
Your Company as part of its innovation roadmap, is preparing
to launch industry-first SAWM models in 16Kg and
18 Kg capacities.

Dixon is also making significant strides in the fast growing
IT hardware segment. The manufacturing facility in Chenna
is catering mass orders from HP and Asus with strong orde
pipeline from Lenovo and Asus.

In summary, your Company has a promising future ahead
with its large capacities in India, which are having a high
revenue potential.

During the year under review, the following major events have
occurred for your Company and its Group Companies:

• Padget Electronics Private Limited, Wholly Owned Subsidiary
of your Company entered into an Agreement with Longchee
Mobile India Private Limited (“Longcheer”) for manufacturing
and sale of smart phones for Large Global brands with
Longcheer''s design and technology;

• Dixon Electro Appliances Private Limited, Subsidiary of you
Company entered into an Agreement with Nokia Solutions
and Networks OY for development and manufacturing o
Telecom products;

• Dixon signed a Memorandum of Understanding (“MOU”
with Acerpure India CE Private Limited for manufacturing
of consumer appliance products, subject to signing o
definitive agreements;

• Dixon entered into a Term Sheet with HKC Corporation Limitec
to form a Joint Venture for manufacturing of Liquid Crysta
Modules, thin film transistor liquid crystal display modules
assembly of end products like, smartphones, TVs, monitors
and auto displays and selling HKC branded End products in
India, subject to receipt of necessary statutory approvals and
signing of definitive agreements;

• Dixon acquired 73,05,805 equity shares of Aditya Infotech
Limited (AIL) having face value of H 1 each constituting

6.50% of the post issue equity share capital of AIL on a
fully diluted basis;

• Dixon acquired 50.10% stake in IsmartU India Private Limited
(“IIPL”), thereby making IIPL a Subsidiary of Dixon;

• Padget Electronics Private Limited entered into an MOU with HP
for Manufacturing of Notebooks, Desktops and All-In-One PCs;

• Padget Electronics Private Limited entered into an MOU with
Asus for manufacturing of Notebooks;

• Dixon entered into an MOU with Cellecor Gadgets Limited
(“Cellecor”) for manufacturing of Washing Machines and its
related components for Cellecor;

• Dixon and Vivo Mobile India Private Limited signed a binding
Term Sheet for prospective Joint Venture for OEM Business of
Electronic Devices, including smartphones.

• IIPL entered into an Asset Purchase Agreement with KHY
Electronics India Private Limited (“KHY”) to acquire land &
building, machinery & other tangible assets from KHY for an
amount of INR 121 Crores.

• Dixon & Signify Innovations India Limited partnered to form a Joint
Venture for OEM business of lighting products & accessories.

• Dixon has entered into a joint venture agreement with Inventec
Corporation and Dixon IT Devices Private Limited, wholly owned
subsidiary of Dixon, for carrying on business of manufacturing
of notebook PC products, desktop PC products including
components and servers in India.

• Padget Electronics Private Limited entered into a contract
manufacturing agreement with NXTcell India to manufacture
smartphones for iconic french tech brand “Alcatel”.

Your Company’s ranking in terms of market capitalization as on

31^st December, 2024 was 124 at BSE Limited and 123 at National

Stock Exchange of India Limited.

AWARDS AND ACCOLADES

Great Place to work-

Certified for fourth year in a row. This certification is a recognition of our
people centric practices, enhanced employee engagement, pursuit of
excellence and commitment to nurturing a high performance culture.

Excellence in POSH-

Dixon has been conferred with an award for excellence in POSH Policy
implementation at the POSH Enclave Excellence Awards.

Golden Peacock Award for Excellence in Corporate Governance 2024-

The Company has been conferred with the prestigious award twice, which
reflects Company’s commitment to corporate governance.

WOW Workplace-

Dixon has also been recognized as one of the WOW Workplace of 2025 by
Jombay’s WOW Workplace Awards.

2024 Hurun Industrialist of the year-

Mr. Sunil Vachani, Executive Chairman of Dixon Technologies has been
conferred with 2024 Hurun Industrialist of the year.

Appropriations

The Directors are pleased to recommend a dividend of 8/- per
equity share of face value of H 2/- each (@ 400%), payable to
those shareholders whose name appears in the Register of
members of your Company as on Tuesday, 16^th September
2025. The payment of dividend shall be subject to approval of
shareholders at the ensuing Annual General Meeting (“AGM”)
to be held on Tuesday, 23^rd September, 2025. The total cash
outflow on account of the payment of dividend would be H 48
Crores (approx).

The Board of Directors of your Company had approved
and adopted the Dividend Distribution Policy containing
all the necessary details as required by the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “SEBI Listing Regulations”).
The dividend, if approved by the Members will be paid on

or before 30 days from the date of Annual General Meeting
and in accordance with the Dividend Distribution Policy,
which is available on the website of your Company at
https://www.dixoninfo.com/corporate-aovernance. There has
been no change in the said policy during the period under review.

Also, pursuant to the provisions of the Income Tax Act, 1961 as
amended by the Finance Act, 2020, dividend paid or distributed
by the Company on or after 1^st April, 2020 shall be taxable in the
hands of the Members. The Company shall therefore, deduct tax
at source (TDS) at the time of making the payment of dividend to
the shareholders.

The Register of Members and Share Transfer Books of your
Company shall remain closed from Wednesday, 17^th September,
2025 to Tuesday, 23^rd September, 2025 (both days inclusive)

for the purpose of payment of dividend for the financial year
ended 31^st March, 2025 at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

SHARE CAPITAL STRUCTURE

The changes in the share capital structure of the Company during FY 2024-25 is as under:

Particulars J	No. of Equity Shares	Face Value (?)	Paid up Share Capital (?)
Paid up share Capital as on 1st April, 2024	5,98,21,595	2/-	11,96,43,190
Equity Shares allotted under ESOP schemes during the year under review	4,15,093	2/-	8,30,186
Paid up share capital as on 31st March, 2025	6,02,36,688	2/-	12,04,73,376

During the year under review, there was no change in the Authorised Share capital of the Company.

Further, during the period under review, your Company has no''
bought back any of its securities / has not issued any Swea''
Equity Shares / has not issued any Bonus Shares/ has not issuec
shares with Differential Voting rights and there has been no
change in the voting rights of the shareholders of the Company.

EMPLOYEES STOCK OPTIONS PLANS (ESOPs)

Your Company has, from time to time, introduced employee
recognition schemes in the form of ESOPs and such tools have
been constructive in acknowledging employee’s contribution tc
the organization. The objective of the said ESOPs is to enhance
employee motivation, enable employees to participate, directly oi
indirectly, in the long-term growth and success of your Company
Also, such tools act as a retention mechanism by enabling
employee participation in the business as its active member.

DIXON TECHNOLOGIES (INDIA) LIMITED
EMPLOYEE STOCK OPTION PLAN, 2018 (“DIXON
ESOP 2018”)

At the 25^th Annual General Meeting of your Company held
on 25^th July, 2018, the Members had approved DIXON
TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION
PLAN, 2018 (“DIXON ESOP 2018”). The Board had approved
the constitution of ‘share allotment committee’ to allot shares, in
one or more tranches to the employees of your Company and its
subsidiaries pursuant to exercise of stock options vested with
them in accordance with DIXON ESOP 2018.

During the year under review, the share allotment committee
allotted 12,300 equity shares of H 2/- each pursuant to exercise
of employee stock options by eligible employees under
DIXON ESOP 2018.

Moreover, the shareholders of the Company at the 29^th AGM of
the Company held on 23^rd August, 2022 approved the grant of
stock options to the present and future permanent employees
of Associate Companies, including Joint Venture Companies,
under DIXON ESOP 2018 and Dixon Technologies (India)
Limited-Employee Stock Option Plan, 2020.

DIXON TECHNOLOGIES (INDIA) LIMITED-
EMPLOYEE STOCK OPTION PLAN, 2020 (“DIXON
ESOP 2020”)

The members of your Company at 27^th Annual General Meeting
held on 29^th September, 2020 approved DIXON TECHNOLOGIES
(INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN- 2020
(“DIXON ESOP 2020”) for the present and/or future permanent
employees of your Company and its present and future subsidiary
Company(ies) (“Employees”). The Board had delegated the
allotment of shares, in one or more tranches to the employees of
your Company and its subsidiaries pursuant to exercise of stock
options vested with them in accordance with DIXON ESOP 2020
to the Share Allotment Committee.

During the year under review, the share allotment committee
allotted 2,45,330 equity shares of H 2/- each pursuant to
exercise of employee stock options by eligible employees under
DIXON ESOP 2020.

DIXON TECHNOLOGIES (INDIA) LIMITED-
EMPLOYEE STOCK OPTION PLAN- 2023 (“DIXON
ESOP 2023”)

The members of your Company vide postal ballot dated 3^rd
December, 2023 approved DIXON TECHNOLOGIES (INDIA)
LIMITED- EMPLOYEE STOCK OPTION PLAN- 2023 (“DIXON
ESOP 2023”) for the present and/or future permanent
employees of your Company and its present and future
subsidiary Company(ies), Associate Company(ies) including

its Joint Venture Company(ies) (“Employees”). The Board had
delegated allotment of shares, in one or more tranches to the
employees of your Company and its subsidiaries pursuant to
exercise of stock options vested with them in accordance with
DIXON ESOP 2023 to Share Allotment Committee.

During the year under review, the share allotment committee
allotted 1,57,463 equity shares of H 2/- each pursuant to
exercise of employee stock options by eligible employees under
DIXON ESOP 2023.

Disclosures on details of options granted, shares allotted upon
exercise, etc. under DIXON ESOP Plans as required under the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 are set out in
Annexure I to this Report.

Further, details of options granted and exercised are
included in the notes to accounts forming part of Standalone
financial statements.

CREDIT RATINGS

During the year under review, the following credit ratings have been revised/ reaffirmed by ICRA Limited:

Instrument(s)	Rating Action
Short Term- Non Fund Based- Others	ICRA A1 ; Reaffirmed
Short Term- Fund Based- Cash Credit	ICRA A1 ; Reaffirmed
Long Term- Fund Based- Term Loan	ICRA AA (Stable); Upgraded from ICRA AA- and Outlook revised to Stable from Positive
Long Term/ Short Term- Unallocated	ICRA AA (Stable)/ ICRA A1 ; Long Term rating upgraded from ICRA AA- and Outlook revised to Stable from Positive Short Term rating reaffirmed.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there was no amount which
is required to be transferred to the Investor Education and
Protection Fund (“IEPF”) as per the provisions of Section 125(2)
of the Companies Act, 2013 (“Act”). Also, no shares have
been transferred by the Company to Investor Protection and
Protection Fund.

DEPOSITS

During the year under review, your Company has not accepted
any deposits from the public under Section 73 and 76 of the Act
and rules made thereunder and no amount of principal or interest
was outstanding as at the end of Financial Year 2024-25. There
were no unclaimed or unpaid deposits lying with your Company.
Hence reporting of any non- compliance with the requirement of
Chapter-V of Act “Acceptance of Deposits by Companies” is
not applicable on your Company.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business operations
carried on by your Company or its group companies during the
year under review.

CONSOLIDATION OF FINANCIALS

In compliance with provisions of Section 129 (3) of the Act read
with Companies (Accounts) Rules, 2014, your Company has
prepared Consolidated Financial Statements as per the Indian
Accounting Standards on Consolidated Financial Statements
issued by the Institute of Chartered Accountants of India. The
Audited Consolidated Financial Statements along with the
Auditors’ Report thereon forms part of this Annual Report.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES AND THEIR FINANCIAL PERFORMANCES

SUBSIDIARIES

1. Padget Electronics Private Limited

Padget Electronics Private Limited (“PEPL”) is a 100%
Subsidiary of your Company.

PEPL is engaged in the business of manufacturing, selling,
exporting, repairing or dealing in mobile phones of all
kinds and related components, parts, spares, devices and
accessories and manufacturing of IT Hardware products
such as Laptops as well.

During the year under review, PEPL had launched mass
production of Google Pixel (smartphones) for Compal
Smart Device India Private Limited’s designated customer
“Google Information Services India Private Limited”.

PEPL reported a profit of H 39,070 Lakhs in F.Y. 2024-25
(previous year profit: H 14,558 Lakhs).

Profit/ (Loss)	(H in Lakhs)
FY2022-23	3,774
FY2023-24	14,558
FY2024-25	39,070

2. Dixon Electro Appliances Private Limited

Dixon Electro Appliances Private Limited (“DEAPL”) is a join
venture of your Company wherein 51% of the shareholding
in DEAPL is held by your Company and remaining 49% o''
the shareholding is held by Beetel Teletech Limited, thus
making DEAPL a subsidiary of your Company.

DEAPL is principally engaged in the business of manufacturing
of telecom and networking products having an annual capacity
of 15 Million units p.a.

It has reported a Profit of H 7,093 Lakhs in F.Y. 2024-25
(previous year Profit: H 382 Lakhs)

Profit/ (Loss)	(H in Lakhs)
FY2022-23	(170)
FY2023-24	382
FY2024-25	7,093

Dixon Technologies Solutions Private Limited (“DTSPL”) is
a 100% Subsidiary of your Company. DTSPL is engaged
in the business of manufacturing and deal in, inter-alia,
consumer durables devices and electronics appliances.

It has reported a Profit of H 1,949 Lakhs in F.Y. 2024-25
(previous year Profit: H 1,808 Lakhs)

Profit/ (Loss)		(H in Lakhs)
FY2022-23	(8)
FY2023-24		1,808
FY2024-25	1,949

5. Dixon Global Private Limited

Dixon Global Private Limited (“DGPL”) is a 100% subsidiary
of your Company.

DGPL is authorised to carry on agency business in all
its branches and to act as agents for Indian and Foreign
principals to, inter-alia, sale, purchase, import and export of
electrical appliances and gadgets of all kinds.

DGPL reported a Profit of H 119 Lakhs in F.Y. 2024-25
(previous year Profit: H 294 Lakhs).

Profit/ (Loss)	(H in Lakhs)
FY2022-23	(65)
FY2023-24	294
FY2024-25	119

3. Dixon Electro Manufacturing Private Limited

Dixon Electro Manufacturing Private Limited (“DEMPL”) is a
100% Subsidiary of your Company. DEMPL is engaged in the
business of manufacturing of consumer durables devices.

It has reported a loss of H 2,051 Lakhs in F.Y. 2024-25
(previous year loss: H (620) Lakhs)

Profit/ (Loss)	(H in Lakhs)
FY2022-23	(1)
FY2023-24	(620)
FY2024-25	2,051

6. Dixtel Communications Private Limited

Dixtel Communications Private Limited (“Dixtel”) is a 100%
Subsidiary of your Company.

During the year, it has reported a loss of H (10) Lakhs in FY 2024-25
(previous year loss of H (0.25) lakhs). It is also informed that
pursuant to voluntary application made by Dixtel with the
jurisdictional Registrar of Companies (“ROC”), to strike-off its
name from the register of companies, the name of Dixtel has
been struck off from the register of companies by ROC vide
its order dated 21^st September, 2024. Consequently, Dixtel
ceased to be Wholly owned subsidiary of the Company
effective 21^st September, 2024.

7. Dixon Display Technologies Private Limited

Dixon Display Technologies Private Limited (“Dixon
Display”) is a 100% Subsidiary of your Company. The

Company is yet to commence its business operations.
The name of the Company was changed from Dixon
Infotech Private Limited to Dixon Display Technologies
Private Limited by way of Special resolution passed by
Shareholders on 2^nd August, 2024.

During the year, it has reported a loss of H (14) Lakhs in

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Profit/ (Loss)	(H in Lakhs)
FY2023-24 |	(0.12)
FY2024-25	| (14)

8. Dixtel Infocom Private Limited

Dixtel Infocom Private Limited (“Dixtel Infocom”) is a
100% Subsidiary of your Company. The Company is yet to
commence its business operations.

During the year, it has reported a loss of H (1) Lakhs in FY
2024-25 (previous year loss of H (1) lakhs).

Profit/ (Loss)	(H in Lakhs)
FY2023-24	1 (1)
FY2024-25	(1)

9. Dixon Electroconnect Private Limited

Dixon Electroconnect Private Limited (“Dixon
Electroconnect”) is a 100% Subsidiary of your Company.

During the year, it has reported a loss of H (1) Lakhs in
FY 2024-25. The Company is yet to commence its
business operations.

10. Dixon IT Devices Private Limited

Dixon IT Devices Private Limited (“Dixon IT Devices”) is a
100% Subsidiary of your Company.

During the year, it has reported a loss of H (1) Lakhs in
FY 2024-25. The Company is yet to commence its

business operations.

11. Dixon Teletech Private Limited

Dixon Teletech Private Limited (“Dixon Teletech”) is a
100% Subsidiary of your Company.

During the year, it has reported a loss of H (1) Lakhs in
FY 2024-25. The Company is yet to commence its

business operations.

12. IsmartU India Private Limited

During the year ended 31^st March, 2025, your Company
has completed the acquisition of 50.10% stake in Ismartu

India Private Limited (“IIPL”) on 13^th August 2024, thereby
making IIPL a Subsidiary of your Company. IIPL is engaged
in the business of manufacturing and assembly, sale,
distribution, import and export of mobile phones, tablets,
electronic devices, and other components of mobile and/or
electronic devices.

During the year, IIPL has reported a profit of H 24,538 Lakhs.

JOINT VENTURE/ ASSOCIATE COMPANIES

1. Rexxam Dixon Electronics Private Limited

Rexxam Dixon Electronics Private Limited (“Rexxam
Dixon”) is the Joint venture of your Company wherein 40%
of the shareholding is held by your Company and remaining
60% of the shareholding is held by Rexxam Co. Ltd. Rexxam
Dixon is engaged in the business of manufacturing PCBs
for air conditioners.

It has reported a profit of H 3,859 Lakhs in F.Y. 2024-25
(previous year profit: H 2553 Lakhs)

Profit/ (Loss)	(H in Lakhs)
FY2022-23	589
FY2023-24	^ 2,553
FY2024-25	3,859

2. Califonix Tech and Manufacturing Private Limited

Califonix Tech and Manufacturing Private Limited
(“Califonix”) is a Joint venture of your Company wherein
50% of the shareholding is held by your Company and
remaining 50% of the shareholding is held by Imagine
Marketing Limited. Califonix is engaged in the business
of manufacturing of Bluetooth enabled audio devices for
Imagine for its flagship brand boAt.

In the past year, Califonix had embarked on a significant
venture by commencing the manufacturing of TWS Earbuds
for boAt. The manufacturing unit, situated in Noida, Uttar
Pradesh, boasts an impressive annual production capacity
of 36 million units of TWS Earbuds.

It has reported a profit of H 1,848 Lakhs in F.Y. 2024-25
(previous year Profit: H 1040 Lakhs)

Profit/ (Loss)	(H in Lakhs)
FY2022-23	(146)
FY2023-24	| 1,040
FY2024-25	1,848

AIL Dixon Technologies Private Limited (“ADTPL”) was
a Joint Venture Company of your Company wherein 50%
of the shareholding was held by your Company until
18^th September, 2024. Therefore, ADTPL ceased to be the
Joint Venture of the Company effective 18^th September, 2024.
ADTPL is primarily engaged in the business of assembling,
manufacturing and selling CCTV security cameras, DVRs,
IP Cameras, power supply, video door phones, bio metrics
and allied products.

A separate statement containing the salient features of the
Financial Statement of the Subsidiaries and Joint Venture
Companies in the prescribed format AOC-1 forms part of
the Consolidated Financial Statements of your Company in
compliance with Section 129(3) and other applicable provisions,
if any of the Act read with rules made thereunder.

In accordance with Section 136 of the Act, the Audited Financial
Statements including the Consolidated Financial Statements and
related information of your Company and audited accounts of
Subsidiaries are available on the website of your Company at
www.dixoninfo.com .

During the year under review, Califonix Tech and Manufacturing
Private Limited, Joint Venture of your Company declared an
interim dividend @13.92% per share amounting to H 6 Crores
to its shareholders. Dixon Electro Appliances Private Limited,
Subsidiary of your Company declared dividend to Unsecured,
Non-Convertible, Non-Cumulative and Redeemable Preference
Shares with a Coupon Rate of 0.01% per annum and Unsecured,
Non-Convertible, Non-Cumulative and Compulsory Redeemable
Preference Shares having a Coupon Rate of 6% Per Annum.
Also, Dixon Technologies Solutions Private Limited, Subsidiary
of your Company declared a dividend of INR 26,000 per equity
share aggregating to INR 26 Crores.

During the year, Padget Electronics Private Limited, wholly
owned subsidiary of your Company, was a material subsidiary,
as per SEBI Listing Regulations. In terms of the provisions of
Regulation 24(1) of the SEBI Listing Regulations, appointment
of one of the Independent Directors of your Company on the
Board of material subsidiaries was applicable only to said wholly
owned subsidiary.

Independent Audit Report of the material subsidiary is available
on the website of your Company. The Secretarial Audit report
of the material subsidiary does not contain any qualification,
reservation or adverse remark or disclaimer. The Company
monitors performance of subsidiary companies, inter alia, by the
following means:

• Financial statements, in particular investments made by
subsidiary companies, are reviewed quarterly by your
Company’s Audit Committee;

• Minutes of Board meetings and Committee(s) of
subsidiary companies are placed before the Company’s
Board regularly;

• A statement containing all significant transactions and
arrangements entered into by subsidiary companies is
placed before the Company’s Board;

The Company’s Policy for determining Material Subsidiaries is
available on the website of the Company and can be accessed at
https://www.dixoninfo.com/corporate-governance

Furthermore, pursuant to Regulation 24A of SEBI Listing
Regulations, the Secretarial Audit report (MR-3) of Material
Subsidiary i.e. Padget Electronics Private Limited forms part of
the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE U/S 186 OF THE ACT

Particulars of loans, guarantees given and investments made
during the year in accordance with Section 186 of the Act forms
part of the notes to the Financial Statements provided in this
Annual Report. All the loans, guarantees & securities are given
and investments are made for the business purpose.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing
Regulations, your Company has formulated a Policy on Related
Party Transactions which is also available on the Company’s
website at https://www.dixoninfo.com/corporate-aovernance.
The policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between
your Company and Related Parties. The said policy was last
amended on 23^rd May, 2023.

All the related party transactions are placed and approved before
the Audit Committee for approval, as per applicable provisions
of law. Further, prior omnibus approval of the Audit Committee
is obtained as per SEBI Listing Regulations and the Act for the
transactions which are foreseen and are repetitive in nature.

Further, during FY 2024-25, at the 31^st Annual General Meeting
of Dixon, Dixon obtained Shareholder’s approval by way of
Ordinary resolution(s), for the material related party transactions
to be entered into by the Subsidiaries of Dixon with their related
parties. However, your Company has not entered into contract(s)
or arrangement(s) or transaction(s) with the Related Parties which
could be considered material in accordance with the Policy of
the Company on materiality of Related Party Transactions and
as per the SEBI Listing Regulations. These transactions are in
the ordinary course of business and are on arm’s length basis. In
view of the above, disclosure in Form AOC-2 is not applicable.

For details on Related Party Transactions, you may refer Notes to
financial statements forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF YOUR
COMPANY AND MATERIAL CHANGES BETWEEN
THE DATE OF THE BOARD REPORT AND END OF
THE FINANCIAL YEAR

There have been no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the Financial Year of your Company to which
the Financial Statements relate and the date of Board Report.

FUTURE OUTLOOK

Despite a dynamic and challenging macroeconomic environment,
the Company has delivered yet another steady performance
during FY 2024-25. The Company is remaining focused on driving
sustainable growth and expanding its footprint in the electronics
manufacturing services (EMS Industry). The Company is taking
strides towards being an Engineering powerhouse. India in the
electronics manufacturing domain is on the brink of generating
tremendous opportunities, which the Company is focused to
seize on, such as the Company is trying to be much more efficient,
much more cost effective, have factories which are world class,
more frugal, more automated and robotized. Also along with this,
the whole endeavour is to build a very large scale to generate
an operating leverage because electronic manufacturing
service industry is a low-margin industry and it requires a large
operating leverage. Dixon is also looking to further deepen the
level of manufacturing and looking into partnerships for precision
components, mechanicals, camera modules, and also battery
packs. For strengthening our backward integration capabilities
and also servicing the large requirement in the industry and also
creating a huge moat for Dixon, Dixon is aiming to set up a world
class display fab i.e. critical components.

Moreover, the Company plans to leverage its strong financial
position and operational capabilities to capitalise on emerging
opportunities and cater to the evolving needs of the Customers.

In the Consumer Electronics vertical, the Company is planning to
invest in CKD and planning to set up a robotic panel assembly
line for its products and we are also in discussion for partnerships
for manufacturing industrial, institution and automotive displays
in this vertical.

In Home Appliances vertical, we are exploring addition of
new product categories like robotic vacuum cleaners, water
purifiers, chimneys and other large kitchen appliances in this
particular business.

Further, pertaining to Mobile phone vertical, we are investing
huge resources in automation, robotics and taking the efficiency
level to the best in the world. Further, we are investing heavily into
the component space, which, coupled with the PLI advantages
is going to put us ahead of the competition.

Besides leveraging industry tailwinds, Dixon is scaling up across
segments by taking higher share of wallet from our existing
customers, our new customer additions and superior execution

by managing the operations efficiently. Dixon intend to invest in
capacities, backward integration and diverse into new product
categories to support long-term growth opportunities with huge
focus on quality, manufacturing excellence and consistently
meeting the needs of our principal customers and strengthen
our position as a key player in the industry. Dixon is looking
forward to the opportunities ahead and confident in our ability
to continue leading as India''s premier electronics manufacturing
services company and consistently achieve revenue and
profitability growth.

CORPORATE GOVERNANCE

The Company is committed to the highest level of corporate
governance standards by applying the best management
practices and adherence to ethical standards for efficient
management and discharge of corporate social responsibility for
sustainable development for all stakeholders. Dixon also intends
to ensure that Dixon and its group Companies steadfastly operate
within the framework of good corporate governance principles in
pursuit of operational excellence, transparency, accountability
and benefits to shareholders.

To ensure good corporate governance, your Company ensures
that its governance framework incorporates the amendments
introduced in the SEBI Listing Regulations from time to time and
the same are complied with on or before the effective date.

Your Company always take constant efforts to set new
benchmarks in corporate excellence. In terms of SEBI Listing
Regulations, a separate section on "Corporate Governance” with
a compliance report on corporate governance and a certificate
from M/s. Shirin Bhatt & Associates, Company Secretaries,
Secretarial Auditors of the Company regarding compliance of
the conditions of Corporate Governance, has been provided
in this Annual Report. A Certificate from the Managing Director
and Chief Financial Officer of the Company in terms of SEBI
Listing Regulations, inter-alia, confirming the correctness of the
financial statements and cash flow statements, adequacy of the
internal control measures and reporting of matters to the Audit
Committee, is also annexed.

BOARD OF DIRECTORS, ITS COMMITTEES AND
MEETINGS THEREOF

The Board of Directors (the "Board”) are responsible for and
committed to sound principles of Corporate Governance
in your Company.

The Board’s focus is on the formulation of business strategy,
policy and control. Matters reserved for the Board are those
affecting your Company’s overall strategic policies, finances
and shareholders. These include, but are not restricted to,
deliberation of business plans, risk management, internal control,
preliminary announcements of interim and final financial results,
dividend policy, annual budgets, major corporate activities such
as strategic decisions and connected transactions.

The Board has delegated part of its functions and duties to the
Executive committee and day-to-day operational responsibilities are
specifically delegated to the management.

Your Company has a professional Board with right mix of knowledge,
skills and expertise with an optimum combination of Executive, Non¬
Executive and Independent Directors including one Woman Director.
The Board provides strategic guidance and direction to your Company
in achieving its business objectives and protecting the interest of the
stakeholders. Your Board is also supported by Nine Committees Viz.
Audit Committee, Nomination & Remuneration Committee, Corporate
Social Responsibility Committee, Stakeholders’ Relationship
Committee, Executive Committee of the Board, Risk Management
Committee, Share Allotment Committee, ESG Committee and
Research & Development Committee.

Your Company holds minimum of 4 (four) Board meetings in each
calendar year with a gap of not more than one hundred and twenty
days between any two consecutive meetings. Additional meetings
of the Board/ Committees are convened as may be necessary for
proper management of the business operations of your Company.

The agenda and notice for the Meetings is prepared and
circulated in advance to the Directors. The Board of Directors of

your Company met 5 (Five) times during the Financial Year 2024¬
25 i.e. on 15^th May, 2024, 23^rd and 24^th May, 2024, 30^th July, 2024,
24^th October, 2024 and 20^th January, 2025.

Pursuant to the requirements of Schedule IV to the Companies
Act, 2013 and the SEBI Listing Regulations, a separate Meeting
of the Independent Directors of the Company was also held on
20^th January, 2025 without the presence of Non- Independent
Directors and members of the management, to inter alia review the
performance of Non-Independent Directors and the Board as a
whole, the performance of the Chairperson of the Company, taking
into account the views of Executive Directors, Non-Executive Non¬
Independent Directors and also to assess the quality, quantity
and timeliness of flow of information between the Company
Management and the Board.

The required quorum was present at all the meetings. The
intervening gap between any two meetings was not more than one
hundred and twenty days as prescribed by the Act.

A detailed update on the Board & its Committees, composition
thereof, number of meetings held during Financial Year 2024-25
and attendance of the Directors at such meeting is provided in the
section "Board of Directors” of "Corporate Governance Report”.

COMMITTEES OF THE BOARD

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A detailed update on the composition, number of meetings,
attendance and terms of reference of aforesaid Committees
are provided in the section "Committees of the Board” of
"Corporate Governance Report”. Also, there had been no
instances where Board has not accepted any recommendations
of any Committee.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for the year
under review as stipulated under SEBI Listing Regulations
in India is presented in a separate section forming part of
this Annual Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act and
rules made thereunder and Regulation 22 of the SEBI Listing
Regulations, your Company has established a vigil mechanism
through which directors, employees and business associates
may report unethical behaviour, malpractices, wrongful conduct,
fraud, violation of Company’s code of conduct, leak or suspected
leak of unpublished price sensitive information without fear of
reprisal. The directors, employees and business associates
have direct access to the Chairman of the Audit committee. The
vigil mechanism has been explained in detail in the "Corporate
Governance Report”.

RISK MANAGEMENT COMMITTEE/ POLICY

The Company has in place mechanisms to identify, assess,
monitor and mitigate various risks faced or may be faced by
the Company. Such risks are addressed on timely basis and
adequate actions are taken accordingly. To ensure that the
internal control systems are as per the best industry standards,
the same are reviewed at regular intervals.

Your Company has also adopted risk management policy, which
covers the following aspects: Strategic risks, Operational Risks,
Compliance Risks, Financial & Reporting Risks, Sustainability
Risks, Cyber Security Risks and Climate related risks. Major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
The risk management policy is available on the website of the
Company and can be accessed at: https://www.dixoninfo.com/
corporate-governance.

In line with the SEBI Listing Regulations, your Company has
formed a Risk Management Committee to monitor the risks
and their mitigating actions. The details of Risk Management
Committee are provided in the Corporate Governance Report.

Also, to address IT related concerns like cyber threats and data
vulnerability, your Company has a robust IT system and firewalls
to mitigate any threats and risks. The Company takes the below
mentioned steps to ensure the privacy and data security of users:

a. Using firewalls on the network.

b. Antivirus is installed on each system to protect from viruses,
anti-malware, adware, worms and Trojans.

c. Company has a Strong password policy.

d. Automatic backup is scheduled for critical users.

e. Educating users by sending Information like Security Policy
of the Company and email awareness mail periodically.

f. External drives are blocked.

g. Data Leakage Protection (DLP) installed across all systems.

h. Conducting phishing email exercises

In the opinion of the Board, there are no risks that may threaten
the existence of your Company.

DETAILS WITH RESPECT TO ADEQUACY

OF INTERNAL CONTROLS SYSTEMS AND

COMPLIANCE WITH LAWS

Your Company has an adequate and effective system of
internal controls commensurate with the nature of its business
and the size and complexity of its operations and in line with
the requirements of the Act, which is intended to increase
transparency & accountability. These controls have been

designed to provide a reasonable assurance over effectiveness
and efficiency of operations, prevention and detection of frauds
and errors, safeguarding assets from unauthorized use or losses,
compliance with applicable laws and regulations, accuracy and
completeness of the accounting records, timely preparation of
reliable financial information. Your Company has a robust Internal
Audit function. Audits are carried out across the organization,
departments and sites. The Audit Committee approves the
Internal Audit plan and scope of work. In addition, the Audit
Committee receives a quarterly update of the key findings and
the action taken report.

Also, the Corporate Affairs Department ensures that your
Company conducts its businesses with high standards of
compliance in legal, statutory and regulatory areas. Your
Company has implemented an online Legal Compliance
Management System in conformity with the best Industry
standards which gives the compliance status on real time basis.
The Company also has laid down Internal Financial Controls in
compliance with the Act, which ensures orderly and efficient
conduct of its business, including adherence to the Company’s
policies, safeguarding of assets, prevention of errors, accuracy
and completeness of accounting records etc.

The Internal Auditors of your Company have direct access to the
Audit Committee of the Board. Furthermore, the Internal Auditors
are also responsible for following up the corrective actions to
ensure that satisfactory controls are maintained.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

During the year under review, there has been no such Significant
and Material Orders passed by the Regulators or courts or
tribunals impacting the going concern status and your Company’s
operations in future.

Also, there had been no application filed for Corporate insolvency
resolution process under “The Insolvency and Bankruptcy
Code, 2016”, by a Financial or operational creditor or by your
Company itself during the period under review.

There was no instance of one-time settlement with any Bank or
Financial Institution.

ANNUAL RETURN

The draft Annual Return of your Company for the FY 2024-25 in
form MGT-7 in accordance with the Section 92 of the Act read
with the Companies (Management and Administration) Rules,
2014 has been placed on the website at www.dixoninfo.com.

The link to access Annual Return for previous Financial year
2023-24 is https://www.dixoninfo.com/shareholder-information

DIRECTORS AND KEY MANAGERIAL PERSONNEL
WHO WERE APPOINTED/RE-APPOINTED OR HAVE
RESIGNED DURING THE YEAR

DIRECTORS

Pursuant to the provisions of Section 152 of the Act, Mr. Sunil
Vachani (DIN No. 00025431) is due to retire by rotation at the
ensuing 32^nd Annual General Meeting and being eligible,
offer themselves for re-appointment. The Board of Directors
recommends his re-appointment to the Shareholders.

Further, the Board of Directors at their meeting held on 24^th
October, 2024, on the recommendation of the Nomination and
Remuneration Committee appointed Ms. Geeta Mathur (DIN
No. 02139552) as Additional Director in the capacity of Non¬
Executive and Independent Director for a period of 5 consecutive
years. The Shareholders of the Company vide Postal Ballot dated
5^th January, 2025 approved the appointment of Ms. Geeta Mathur
as Non-Executive and Independent Director for a period of 5
consecutive years with effect from 24^th October, 2024.

Also, Dr. Manuji Zarabi (DIN No. 00648928) and Ms. Poornima
Shenoy (DIN No. 02270175), consequent to completion of their
second term of 5 consecutive years ceased to be the Non¬
Executive and Independent Directors of your Company effective
23^rd February, 2025 as per the provisions of the Act and rules
made thereunder and SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL (“KMPs”)

Pursuant to the provisions of Section 203 of the Act, as on 31^st
March, 2025 Mr. Sunil Vachani, Executive Chairman & Whole
Time Director, Mr. Atul B Lall, Vice Chairman & Managing
Director, Mr. Saurabh Gupta, Chief Financial Officer and Mr.
Ashish Kumar, Chief Legal Counsel & Group Company Secretary
of the Company are the KMPs of your Company.

Further, there was no change in the KMP of the Company during
the year under review.

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less than
2/3^rd (Two-third) of the total number of Directors (other than
Independent Directors) shall be liable to retire by rotation.
Accordingly, pursuant to the Act read with Articles of Association
of your Company, Mr. Sunil Vachani (DIN: 00025431) is liable
to retire by rotation and, being eligible, offers himself for re¬
appointment at the ensuing AGM.

DECLARATION OF INDEPENDENT DIRECTORS OF
THE COMPANY

As on date of this report, the Board comprises of 7 (Seven)
Directors. The composition includes 4 (Four) Directors, 1 (One)
Non-Executive Director and 2 (Two) Executive Directors.. All
the Independent Directors are appointed on the Board of your
Company in compliance with the applicable provisions of the Act
and SEBI Listing Regulations.

All the Independent Directors have submitted their disclosures
to the Board that they fulfil all the requirements as stipulated in
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations, to qualify themselves to be appointed as
Independent Directors.

Also, the Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV of the Act
and have confirmed that they are in compliance with the Code
of Conduct for Directors and Senior Management personnel
formulated by the Company.

In the opinion of the Board, there has been no change in the
circumstances, which may affect their status as Independent
Director of the Company and the Board is satisfied with the
integrity, expertise, experience including proficiency of all the
Independent Directors on the Board.

FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing
Regulations, your Company has put in place a familiarization
programme for the Independent Directors to familiarize them
with their roles, rights and responsibilities as Directors, working
of the Company, nature of the industry in which the Company
operates, business model etc. The details of the familiarization
programme are explained in the Corporate Governance Report.
The same is also available on the website of the Company
and can be accessed at web link https://www.dixoninfo.com/
corporate-governance.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 17(10) of
the SEBI Listing Regulations, the Board of Directors carried out
an annual evaluation for the financial year 2024-25, of its own
performance, its Committees and Individual Directors. The
evaluation was undertaken by way of internal assessments,
based on a combination of detailed questionnaires.

To facilitate the evaluation process, Board and its Committee’s
self-evaluation questionnaires were circulated to the Board
members and respective Committee members and an online
link was also provided to the Board members and respective
Committee members wherein an option was provided to the Board
and committee members to fill in the said questionnaires online.

Basis the results of the aforesaid questionnaire and feedback
received from the Directors and respective Committee
members, the performance evaluation of the Independent
Directors was carried out by the entire Board excluding the
Director being evaluated. The performance evaluation of the
Executive Chairman, Vice Chairman and Managing Director
was carried out by the Independent Directors. The directors
have expressed their satisfaction with the evaluation process.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and SEBI Listing Regulations, one meeting of Independent Directors was held during the year i.e.
on 20^th January, 2025, without the attendance of non- independent Directors and members of Management.

In addition, the Executive Directors of the Company provide updates of Business plan and strategies to Independent Directors, in
detail, on a regular basis.

AUDITORS & AUDITORS’ REPORT

@M/s S.N. Dhawan & Co LLP (Firm registration number: 000050N/N500045) were re-appointed as
Statutory Auditors of your Company at the 30^th Annual General Meeting held on 29^th September, 2023,
for a second term of five consecutive years from the conclusion of 30^th Annual General Meeting till
the conclusion of 35^th Annual General Meeting of the Company. Further they have also confirmed
their eligibility under Section 141 of the Act and rules made thereunder. Also, as per the SEBI Listing
^Statutory Editors Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer

M/s S.N. Dhawan & Co. LLP Review Board.

The Independent Auditors Report given by the Auditors on the financial statement (Standalone and
Consolidated) of your Company forms part of this Annual Report and are self-explanatory. There has
been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration

®of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held
on 27^th May, 2021 had appointed M/s Shirin Bhatt & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the Financial Year 2021-22 and onwards.

The Secretarial Audit Report (MR-3) for the financial year ended 31^st March, 2025 is annexed herewith
Secretarial Auditors as Annexure - II. The said Secretarial Audit report does not contain any qualification, reservation or

M/s Shirin Bhatt & ^{adverse remark}.

Associates, Practicing The Annual Secretarial Compliance Report for the financial year ended 31^st March, 2025 on compliance

Company Secretaries of all applicable SEBI Regulations and circulars and guidelines issued thereunder, was obtained from

M/s Shrin Bhatt & Associates, Secretarial Auditors of the Company.

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your
Company is required to maintain cost accounting records and get them audited every year from Cost
Auditor and accordingly such accounts and records are maintained by your Company.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s Satija &
Associates, Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the
Financial Year 2025-26 at its meeting held on 20^th May, 2025 The Cost Audit Report for the FY 2024-25
C_OSt A_udit_0rs will be filed by the Company with the Ministry of Corporate Affairs, in due course.

^{M/s Satija} & M^dd^ As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is

^{Cost Accountants} required to be placed before the members in the General Meeting for their ratification. Accordingly,

a resolution seeking members’ ratification forms part of the notice of 32^nd Annual General Meeting of
the Company.

The Company made and maintained the Cost records under Section 148 of the Act for the financial
year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Dixon strongly believes in its Corporate Social Responsibility being
an integral part of its business philosophy and our commitment
to the well-being of communities and society through our various
initiatives. Your Company has been constantly working towards
promoting the welfare of the communities and aspire to add value
to the communities in which we operate through our efforts. Your
Company invests in the areas of education, healthcare, welfare
of helpless old and other oppressed people of society, inclusion
and livelihood through non-profits and social enterprises. Your
Company’s constant endeavour has been to support initiatives in
the chosen focus areas of CSR.

Your Company has a duly constituted CSR Committee, which is
responsible for fulfilling the CSR objectives of your Company. The
composition of CSR Committee is as stated in the "Committees
of the Board” section of "Corporate Governance Report".

The Board of Directors have adopted a CSR policy which is in line
with the provisions of the Act. The CSR Policy of your Company
lays down the philosophy and approach of your Company
towards its CSR commitment. The policy can be accessed at the
following link: https://www.dixoninfo.com/corporate-governance.
During the year under review, the CSR policy of the Company
was aligned with the best industry practices.

Annual Report on Corporate Social Responsibility Activities of
your Company is enclosed as Annexure - III and forms a part
of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to the amendment in the SEBI Listing Regulations, top
1,000 listed entities based on market capitalisation are required
to submit a Business Responsibility & Sustainability Report
(“BRSR”) with effect from FY 2022-23.

Accordingly, a detailed BRSR in the format prescribed by
SEBI describing various initiatives, actions, and processes
of the Company in conducting its business in line with its
environmental, social and governance obligations forms part of
this Annual Report.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

As a responsible corporate, the Company is well aware of its
environmental and societal responsibilities. The Company firmly
embraces the conviction that the integration and adherence to
Environmental, Social, and Governance (ESG) principles within
business operations are paramount in fostering resilience,
nurturing an inclusive culture, and generating enduring value
for all stakeholders. Sustainability lies at the core of business
philosophy of your Company.

The Company’s sustainability strategy comprehensively
addresses key ESG factors that exert significant influence
over our business operations and stakeholders. The Company
meticulously assess opportunities and risks, formulating short¬
term, medium term and long-term strategies to ensure the
sustainable growth of our organization. To assess the ESG factors
applicable on the Company, the Company has established a
ESG Committee on 25^th July, 2023.

In line with the ESG philosophy of the Company, the Company
ensures that (a) it does not employ forced or child labour, (b)
minimize carbon emissions, (c) it ensures no discrimination on
the basis of caste, sex, religion or otherwise (d) judiciously use
its water resources and (e) provide good and hygienic working
conditions to its employees and workers.

CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the
Act, read with Rule 8 of the Companies (Accounts) Rules, 2014,
are set out in Annexure- IV.

GREEN INITIATIVE

Your Company has implemented the “Green Initiative” to enable
electronic delivery of notice/documents/ annual reports to

shareholders. Electronic copies of the Annual Report for the F.Y.
2024-25 and notice of the 32^nd Annual General Meeting are being
sent to all members whose e-mail addresses are registered with
the Company/Depository Participant(s) as on the record date i.e.
Friday, 29^th August, 2025. For members, who have not registered
their e-mail addresses are requested to update your e-mail ids
with your respective Depository Participants in order to contribute
to aforesaid Green Initiative Programme and members holding
shares in physical can follow the process detailed in the Notice
of 32^nd Annual General Meeting.

Pursuant to the provisions of Section 108 of the Act and rules
made thereunder, your Company is providing e-voting facility to
all members to enable them to cast their votes electronically on all
resolutions set forth in the Notice of 32^nd Annual General Meeting
beginning from 9:00 a.m. on Saturday, 20^th September, 2025 till
5:00 p.m. on Monday, 22^nd September, 2025. The instructions
for e-voting are provided in the Notice of the Annual General
Meeting. In furtherance of the aforesaid principle of “Green
Initiative”, your Company has decided to forego the practice
of printing financial statements of its subsidiary as part of the
Company’s Annual Report with a view to help the environment
by reducing paper consumption. However, the audited financial
statements of the subsidiary(ies) along with Auditors’ Report
thereon are available on our website www.dixoninfo.com

HUMAN RESOURCES AND EMPLOYER BRANDING

Your Company employs 8,890 Individuals (On Standalone basis)
(including third party contractual employees) who are its most
valuable asset, which propel the Company forward through their
competencies, skills, and knowledge. The Company provides
to its employees a supportive and safe working environment at
the workplace. The Company is proud of the commitment and
dedication shown by its employees across all the business
operations. The Human Resource Department creates a yearly
engagement calendar and monitors it on monthly basis. The
Company considers its employees as its most valuable assets
and therefore takes all the required and necessary efforts in
grooming talents and succession planning. The Company has
also focused on employee engagement activities, some of
which are as under:

a. The Company has launched e-learning programs on
communication skills and Prevention of Sexual Harassment;

b. DIXON Star Supervisor programs on enhancing the skills
of Supervisors;

c. Trainings on Energy conservation measures to teach
employees about the importance of energy conservation;

d. Fitness Sessions and Health camps.

To improve Dixon’s presence and enhancing employer branding,
the Company has a Linked I n account which has approx.
87000 followers with over 3,500 followers adding per month
consistently since last 12 months.

Dixon has also been bestowed with the "Great Place to Work”
award for 4^th consecutive time and also been recognized as one
of the WOW Workplace of 2025 by Jombay’s WOW Workplace
Awards which focuses on Employee Empowerment, Efficacy,
Well Being, Organizational Connection and Pride. This reflects
Company’s commitment towards its employees.

Also, with an objective of creating of wider financial inclusion and
creating informed investors in the securities market ecosystem,
your Company in association with BSE Limited organized a virtual
seminar for its employees focusing on the importance of goal-
based financial planning, the investment opportunities available
in securities markets, investing in mutual funds, Dos and Don’ts
of investing, associated risks, and the investor grievances
redressal mechanism etc.

MEASURES TAKEN TO MOTIVATE EMPLOYEES

ESOP’s is one of the way of motivating the employee that is
generally given based on the performance of the individual.
Further, learning and development is considered to be one
of the important aspects of the organization. Therefore, your
company has framed a 3 year learning roadmap focusing on
enhancing technical, functional, managerial and leadership
qualities. Dixon also conducts Dixon STAR supervisor workshops
wherein supervisors are assessed and suitably awarded in
each unit of Dixon.

Your Company believes in work diversity and ensures that it
has a mixed workforce irrespective of caste, creed, religion and
gender. Your Company has representation from all sects of the
society thereby ensuring diversity in workforce. Your company
has representation of women at workplace. In few of our units, we
have only women workforce who runs the entire production line.
Similarly, in some of our units, your Company has good strength
of women workforce in the shop floor. Your Company believes in
equal pay parity irrespective of gender. All the workforce is paid
based on their skill level.

Your Company is aiming to become more inclusive and
therefore the promotion of gender diversity has been one of
the key features of our talent strategy. From setting a specific
target to improve women’s participation in the workforce for the
next three years to implementing programs and policies that
improve workforce diversity, your company has clear objectives
to improve worker engagement and build trust. Your Company
has a ‘Zero Tolerance’ policy towards any kind of discrimination
and harassment at the workplace. We are an equal opportunity
employer providing equal remuneration for women and men.

PARTICULARS OF EMPLOYEES AND
REMUNERATION

The disclosures pertaining to remuneration and other details of
Directors and employees as required under Section 197(12) of
the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 have been
provided in the annexure forming part of this report. Having

regard to the provisions of Section 136(1) read with relevant
provisions of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The
said information is available for inspection at the Registered
Office of the Company during working hours and any member
interested in obtaining such information may write to the
Company Secretary or alternatively write to the Company at
[email protected] and the same will be furnished
to the members.

DIRECTOR’S APPOINTMENT AND REMUNERATION
POLICY

Your Company’s policy on directors’ appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters
provided under sub section (3) of Section 178 of the Act, as is
adopted by the Board.

Your Company has adopted a comprehensive policy on
nomination and remuneration of Directors and Key Managerial
Personnel on the Board. As per such policy, candidates proposed
to be appointed as Directors and Key Managerial Personnel
on the Board shall be first reviewed by the Nomination and
Remuneration Committee. The policy can be accessed at the
following Link: https://www.dixoninfo.com/corporate-governance.

During the year, the Nomination & Remuneration policy of the
Company was aligned with the best industry practices. The policy
inter-alia includes appointment and removal of Director, KMP and
Senior Management Employees and their remuneration thereof.

DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013 READ
WITH RULES

Your Company has always believed in providing a safe and
harassment free workplace for every women employee working
with your Company. Your Company always endeavours to create
and provide an environment that is free from discrimination and
harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at
workplace and, therefore, has in place a policy on prevention of
sexual harassment at workplace. The said policy is in line with
the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder.

The policy aims at prevention of harassment of women
employees/contractors and lays down the guidelines for
identification, reporting and prevention of sexual harassment.
Your Company has constituted lnternal Complaints Committee
(ICC) in compliance with the Sexual Harassment of Women at
workplace (Prevention, Prohibition and Redressal) Act, 2013.
The said Committee is responsible for redressal of complaints
related to sexual harassment and follows the guidelines
provided in the policy.

The following is a summary of sexual harassment complaints
received, disposed and pending during the year:

No. of complaints received	2
No. of complaints disposed of	1
No. of complaints pending	1

Note: Of the 2 (two) complaints reported during FY2024-25,

1 (one) complaint which was upheld was subsequently closed
after the end of year on 17^th April, 2025.

Also, the Company had organized training programmes
concerning sexual harassment from time to time, for its employees
and staff. The said training programmes and workshop were
helpful in creating necessary awareness and to encourage
cooperative environment in the organisation. From time to
time the Internal Complaints Committee organises awareness
sessions at the manufacturing facilities of the Company. During
the year under review, the Company organised 46 workshops or
awareness programmes on sexual harassment (from 1^st January,
2024 till 31^st December, 2024).

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Statutory
Auditors or Internal Auditors under Section 143(12) of the Act
and Rules framed thereunder either to the Audit Committee, the
Board of Directors or to the Central Government.

DISCLOSURE IN RESPECT OF VOTING RIGHTS
NOT EXERCISED DIRECTLY BY EMPLOYEES

No disclosure is required under Section 67(3) of the Act, in
respect of voting rights not exercised directly by the employees
of the Company as the provisions of the said Section are
not applicable.

COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARD

During the financial year under review, your Company has duly
complied with all the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited (“BSE”) and the
National Stock Exchange of India Limited (“NSE”).

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, your directors
hereby confirm that:

a. in the preparation of the annual accounts for the financial
year ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper explanation
relating to material departures

b. the directors have 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 at
the end of the financial year and of the profit and loss of the
Company for that period;

c. the directors have 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
preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts
for the financial year ended 31^st March, 2025, 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;

f. the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31^st
March, 2025 forms part of the Management Discussion and
Analysis Report.

CAUTIONARY STATEMENT

The information in the Annual Report describing the Company’s
objectives and projections may constitute ‘forward looking
statements’ within the meaning of applicable rules, laws and
regulations. Although the actual results may differ.

ACKNOWLEDGMENT

The Board of Directors would like to express their sincere
appreciation for the assistance and co-operation received
from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under
review. The Board of Directors also wish to place on record its
deep sense of appreciation for the committed services by the
Company’s executives, staff and workers.

By the order of the Board
For Dixon Technologies (India) Limited

Sd/- Sd/-

Sunil Vachani Atul B. Lall

Date: 20.05.2025 Executive Chairman Vice Chairman &Managing Director

Place: New Delhi DIN:00025431 DIN:00781436

M17

---

Mar 31, 2024

Your Directors take immense pleasure in presenting the 31^st Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31^st March, 2024. The consolidated performance of the Company, its Subsidiaries and Joint Ventures have been referred to wherever required.

Financial Summary / Performance of the Company (Standalone & Consolidated)

The Company’s financial results (standalone & consolidated) for the year ended 31^st March, 2024 are as under:

	Standalone		Consolidated
Particulars	For the financial year ended		For the financial year ended
	31st March, 2024	31st March, 2023	31st March, 2024	31st March, 2023
Revenue from Operations	6,41,140	6,99,740	17,69,090	12,19,201
Other Income	3,729	1,847	2,256	561
Total Income	6,44,869	7,01,587	17,71,346	12,19,762
Profit/ (Loss) before depreciation, finance costs, Exceptional items and tax expenses	35,244	37,908	72,019	51,836
Less: Depreciation/ Amortization/ Impairment	6,398	5,761	16,188	11,463
Profit/ (Loss) before Finance costs, exceptional items and tax expenses	28,846	32,147	55,831	40,373
Less: Finance costs	4,148	3,622	7,472	6,057
Profit/ (Loss) before exceptional items and tax expenses	24,698	28,525	48,359	34,316
Profit/ (Loss) of Joint Venture Companies	-	-	1,024	162
Add/ (Less): Exceptional items	-	-	-	-
Profit/ (Loss) Before tax	24,698	28,525	49,383	34,478
Less: Taxes (current & deferred)	6,132	7,410	11,891	8,970
Profit/ (Loss) for the year	18,566	21,115	37,492	25,508
Total comprehensive income/ (loss)	18,667	21,065	37,578	25,380
Balance of profit/ (Loss) for earlier years	84,287	64,361	96,148	71,785
Add: Profit during the year	18,566	21,115	36,775	25,552
Less: Dividend paid on equity shares	1,787	1,189	1,787	1,189
Balance carried forward	1,01,066	84,287	1,31,136	96,148

Overview and State of Company’s Affairs

India’s economic growth remained resilient, amid global headwinds. The expansion in economic growth can be attributed to India’s sound macroeconomic fundamentals, rising disposable income and prudent monetary policies implemented by the RBI. Easing supply-side constraints coupled with the government’s consistent emphasis on capital expenditure and increased reliance on domestic demand have kept the Indian economy relatively shielded from macroeconomic shocks. India is fast emerging as a preferred manufacturing hub, catering to the global demand for manufactured goods. Notably, there has been greater capacity utilisation across the manufacturing sector, which has further fuelled economic growth. Being a huge consumption-driven domestic economy with growing export opportunities, India is likely to surpass the rate of growth of major global economies in the years to come.

Your Company as a leading Indian Electronic Manufacturing Services (EMS) company, delivered an outstanding performance in the year under review, driven by robust demand across its business segments, particularly in the mobile and IT hardware verticals. The improvement in profitability can be attributed to the company''s focus on operational efficiency, favourable sales mix and strategic price hikes across various ODM businesses. The company''s net profit witnessed significant growth in the fiscal year and the liquidity position remained strong.

The mobile and EMS division emerged as the largest growth driver, contributing over 60% of the company''s consolidated total revenue. Dixon achieved significant milestones in this segment, manufacturing 15 million smartphones and 38 million feature phones during the year. The company created an annual capacity of 50 million smartphones and 40 million feature phones across

four plants in Noida, solidifying its position as one of the largest Mobile phones manufacturers in the country.

Dixon''s IT hardware segment through the PLI 2.0 scheme also gained traction, with the company securing orders from leading global brands like Lenovo and ASUS for manufacturing notebooks and tablets. The company committed a significant investment under the hybrid category of the PLI scheme, positioning itself as a key player in this high-growth segment.

On the operational front, the company achieved several milestones across its business verticals, including consumer electronics, lighting, home appliances, mobile phones, IT hardware and telecom products. Dixon ventured into new product categories, such as Interactive Flat-Panel Displays (IFPD) in the consumer electronics segment and commenced production of refrigerators, catering to both domestic and international brands. Moreover, your Company is also diversifying into new segments such as Industrial electronics, IT products, Telecom, LED lights and components for refrigerator and Air conditioners.

In summary, the Company has a promising future ahead with its large capacities in India, which define its high revenue potential.

During the year under review, your Company’s wholly owned subsidiary, Padget Electronics Private Limited has:

a) Been awarded manufacturing contract by Lenovo for manufacturing of IT Hardware products i.e. Laptops and Notebooks under Production Linked Incentive 2.0 Scheme (“PLI”).

b) Entered into a Contract Manufacturing Agreement with Compal Smart Device India Private Limited (“Compal”) for manufacturing of mobile phones for Compal and its designated customers.

c) Entered into an Agreement with Xiaomi Tech India Private Limited for undertaking manufacturing of smart phones and other related products for Xiaomi.

Your Company’s ranking in terms of market capitalization as on 31^st March, 2024 was 171 at BSE Limited and 170 at National Stock Exchange of India Limited.

Appropriations

The Directors are pleased to recommend a dividend of H 5/- per equity share of face value of H 2/- each (@ 250 %), payable to those shareholders whose name appears in the Register of members of your Company as on Wednesday, 18^th September, 2024. The payment of dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting (“AGM”) to be held on Wednesday, 25^th September, 2024. The total cash outflow on account of the payment of Dividend would be H 29.91 Crores (approx).

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”). The Dividend, if approved by the Members will be paid on or before 30 days from date of Annual General Meeting and in accordance with the Dividend Distribution Policy, which is available on the website of your Company at https://dixoninfo.com/ison/dixon/codes-policv/Dixon dividend-distribution-policv.pdf. There has been no change in the said policy during the period under review.

Also, pursuant to the provisions of the Income Tax Act, 1961 as amended by the Finance Act, 2020, Dividend paid or distributed by the Company on or after 1^st April, 2020 shall be taxable in the hands of the Members. The Company shall therefore, deduct tax at source (TDS) at the time of making the payment of Dividend to the shareholders.

The Register of Members and Share Transfer Books of your Company shall remain closed from 19^th September, 2024 to 25^th September, 2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31^st March, 2024 at the ensuing Annual General Meeting.

Transfer to Reserves

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

Share Capital Structure

The changes in the share capital structure of the Company during FY 2023-24 is as under:

Particulars	No. of Equity Shares	Face Value (?)	Paid up Share Capital (?)
Paid up share Capital as on 1st April, 2023	5,95,60,165	2/-	11,91,20,330
Equity Shares allotted under ESOP schemes during the year under review	2,61,430	2/-	5,22,860
Paid up share capital as on 31st March, 2024	5,98,21,595	2/-	11,96,43,190

During the year under review, there was no change in the Authorised Share capital of the Company.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

Employees Stock Options (ESOPs)

Your Company has, from time to time, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee’s contribution to the organization. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN, 2018 (“DIXON ESOP 2018”)

At the 25^th Annual General Meeting of your Company held on 25^th July, 2018, the Members had approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN, 2018 (“Dixon ESOP 2018”). The Board had approved the constitution of ‘share allotment committee’ to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2018.

During the year under review, the share allotment committee allotted 6,300 equity shares of H 2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2018.

Moreover, the shareholders of the Company at the 29^th AGM of the Company held on 23^rd August, 2022 approved the grant of stock options to the present and future permanent employees of Associate Companies, including Joint Venture Companies, under Dixon Technologies (India) Limited —Employees Stock Option

Plan, 2018 (“DIXON ESOP 2018”) and Dixon Technologies (India) Limited-Employee Stock Option Plan, 2020 (“DIXON ESOP 2020”).

DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN, 2020 (“DIXON ESOP 2020”)

The members of your Company at 27^th Annual General Meeting held on 29^th September, 2020 approved DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN- 2020 (“DIXON ESOP 2020”) for the present and/or future permanent employees of your Company and its present and future subsidiary Company(ies) (“Employees”). The Board had delegated the allotment of shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2020 to the Share Allotment Committee.

During the year under review, the share allotment committee allotted 2,55,130 equity shares of H 2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2020.

DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN- 2023 (“DIXON ESOP 2023”)

The members of your Company vide postal ballot dated 3^rd December, 2023 approved DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN- 2023 (“DIXON ESOP 2023”) for the present and/or future permanent employees of your Company and its present and future subsidiary Company(ies), Associate Company(ies) including its Joint Venture Company(ies) (“Employees”). The Board had delegated allotment of shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2023 to Share Allotment Committee.

Disclosures on details of options granted, shares allotted upon exercise, etc. under DIXON ESOP Plans as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure I to this Report.

Further, details of options granted and exercised are included in the notes to accounts forming part of Standalone financial statements.

Credit Ratings

During the year under review, the Credit Ratings of the Company as provided by ICRA Limited are as follows:

Type	Date	Facility	Rating	Remarks
Bank Loan Facility	29th November, 2023 Re-affirmed	Fund based and non-fund based	Long term ICRA AA -(POSITIVE); Short Term ICRA A1 (Re-affirmed)	Long term and short term rating were reaffirmed and assigned for enhanced limits.

During the year under review, ICRA Limited has vide its letter dated 29^th November, 2023, re-affirmed its ratings and revised the outlook on the long term rating from Stable to Positive. The same were also intimated to the stock exchanges on 29^th November, 2023.

Investor Education and Protection Fund

During the year under review, there is no amount which is required to be transferred to the Investor Education and Protection Fund (“IEPF”) as per the provisions of Section 125(2) of the Companies Act, 2013 (“Act”).

Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2023-24. There were no unclaimed or unpaid deposits lying with your Company.

Hence reporting of any non- compliance with the requirement of Chapter-V of Act “Acceptance of Deposits by Companies” is not applicable on your Company.

Change in the Nature of Business

There has been no change in the nature of business carried on by your Company or its subsidiaries during the year under review.

Consolidation of Financials

In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors’ Report thereon forms part of this Annual Report.

Subsidiaries, Joint Ventures or Associate Companies and their financial performances

Subsidiaries

1. Padget Electronics Private Limited

Padget Electronics Private Limited (“PEPL”) is a 100% Subsidiary of your Company.

PEPL is engaged in the business of manufacturing, selling, exporting, repairing or dealing in mobile phones of all kinds and related components, parts, spares, devices and accessories and manufacturing of IT Hardware products such as Laptops as well. PEPL currently manufactures feature phones, smart phones, PCBA for mobiles with a backward integration framework.

During the year under review, PEPL had inaugurated new state of the art smartphone manufacturing plant at an annual capacity of 25 million units in the Noida district of Uttar Pradesh on 30^th November, 2023 where PEPL has already commenced the production of smartphones for global technology giant Xiaomi India.

Further, during the year under review, PEPL has been awarded manufacturing contract by Lenovo for manufacturing of IT Hardware products i.e., Laptops and Notebooks under Production Linked Incentive 2.0 Scheme.

PEPL reported a profit of H 14558.16 Lakhs in F.Y. 2023-24 (previous year profit: H 3773.55 Lakhs).

Profit/ (Loss) (H in Lakhs)
FY2021-22	2,865.35
FY2022-23	3,773.55
FY2023-24

2. Dixon Electro Appliances Private Limited

Dixon Electro Appliances Private Limited (“DEAPL”) is a joint venture of your Company wherein 51% of the shareholding in DEAPL is held by your Company and remaining 49% of the shareholding is held by Beetel Teletech Limited, thus making DEAPL a subsidiary of your Company.

DEAPL is principally engaged in the business of manufacturing of telecom and networking products wherein the annual production capacity for GPON ONT stands at 72 Lakhs units p.a., and for set top boxes stands at 24 Lakhs units p.a.

It has reported a Profit of H 382.34 Lakhs in F.Y. 2023-24 (previous year loss: H (169.69) Lakhs)

Profit/ (Loss) (H in Lakhs)
FY2021-22	102.35
FY2022-23	(169.69)
FY2023-24	382.34

3. Dixon Electro Manufacturing Private Limited

Dixon Electro Manufacturing Private Limited (“DEMPL”) is a 100% Subsidiary of your Company. DEMPL is engaged in the business of manufacturing of consumer durables devices.

It has reported a loss of H (619.65) Lakhs in FY. 2023-24 (previous year loss: H (1.02) Lakhs)

Profit/ (Loss)
(H in Lakhs)
FY2021-22	(21.27) |
FY2022-23	(1.02)
FY2023-24 (619.65)
	1

4. Dixon Technologies Solutions Private Limited

Dixon Technologies Solutions Private Limited (“DTSPL”) is a 100% Subsidiary of your Company. DTSPL is engaged in the business of manufacturing and deal in, inter-alia, consumer durables devices and electronics appliances.

It has reported a Profit of H 1808.01 Lakhs in F.Y. 2023-24 (previous year loss: H (8.25) Lakhs)

Profit/ (Loss) (H in Lakhs)
FY2021-22 (2.63)
FY2022-23 (8.25)
FY2023-24

5. Dixon Global Private Limited

Dixon Global Private Limited (“DGPL”) is a 100% subsidiary of your Company.

DGPL is authorised to carry on agency business in all its branches and to act as agents for Indian and Foreign principals to, inter-alia, sale, purchase, import and export of electrical appliances and gadgets of all kinds.

Profit/ (Loss) (H in Lakhs)
FY2021-22	131.2
FY2022-23	(64.68)
FY2023-24

6. Dixtel Communications Private Limited

Dixon Communications Private Limited (“Dixtel”) is a 100% Subsidiary of your Company and has been incorporated on 22^nd February, 2023.

During the year, it has reported a loss of H (0.25) Lakhs (previous year loss of H (0.12) lakhs).

Profit/ (Loss)
(H in Lakhs)
FY2022-23	(0.12)
FY2023-24 ^	(0.25)
	1

7. Dixon Infotech Private Limited

Dixon Infotech Private Limited (“Dixon Infotech”) is a 100% Subsidiary of your Company and has been incorporated on 25^th August, 2023. The Company is yet to commence its business operations.

During the year, it has reported a loss of H (0.12) Lakhs.

8. Dixtel Infocom Private Limited

Dixtel Infocom Private Limited (“Dixtel Infocom”) is a 100% Subsidiary of your Company and has been incorporated on 20^th September, 2023.

During the year, it has reported a loss of H (0.85) Lakhs. The Company is yet to commence its business operations.

Joint Venture/ Associate Companies

1. AIL Dixon Technologies Private Limited

AIL Dixon Technologies Private Limited. (“ADTPL”) is a Joint Venture Company of your Company wherein 50% of the shareholding is held by your Company and remaining 50% is held by Aditya Infotech Limited.

ADTPL is principally engaged in the business of assembling, manufacturing and selling CCTV security cameras, DVRs, IP cameras, cables, power supply, video door phones, bio metrics and allied products.

ADTPL reported a Profit of H 854.66 Lakhs in F.Y. 2023-24 (previous year profit: H 1900.11 Lakhs).

Profit/ (L (H in Lakh	oss) s)
FY2021-22	1,798.54
FY2022-23
	1,900.11
FY2023-24 854.66

2. Rexxam Dixon Electronics Private Limited

Rexaam Dixon Electronics Private Limited (“Rexxam Dixon”) is the Joint venture of your Company wherein 40% of the shareholding is held by your Company and remaining 60% of the shareholding is held by Rexxam Co. Ltd. Rexxam Dixon is engaged in the business of manufacturing PCBs for air conditioners.

It has reported a profit of H 2553.02 Lakhs in FY. 2023-24 (previous year profit: H 588.55 Lakhs)

Profit/ (Loss) (H in Lakhs)
FY2021-22 |	(14.68)
FY2022-23	588.55
FY2023-24

3. Califonix Tech and Manufacturing Private Limited

Califonix Tech and Manufacturing Private Limited (“Califonix”) is a Joint venture of your Company wherein 50% of the shareholding is held by your Company and remaining 50% of the shareholding is held by Imagine Marketing Limited. Califonix is engaged in the business of manufacturing of Bluetooth enabled audio devices for Imagine for its flagship brand boAt.

In the past year, Califonix had embarked on a significant venture by commencing the manufacturing of TWS Earbuds for boAt. The manufacturing unit, situated in Noida, Uttar Pradesh, boasts an impressive annual production capacity of 36 million units of TWS Earbuds.

Profit/ (Loss) (H in Lakhs)
FY2022-23	(146)

A statement containing the salient features of the Financial Statement of the Subsidiaries and Joint Venture Companies in the prescribed format AOC-1 forms part of the Consolidated Financial Statements of your Company.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of your Company and audited accounts of Subsidiaries are available on the website of your Company at www.dixoninfo.com.

None of the above named Subsidiaries and Joint Venture Companies had declared any Dividend during the Financial Year 2023-24.

During the year, Padget Electronics Private Limited, wholly owned subsidiary of your Company, was a material subsidiary, as per SEBI Listing Regulations. In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of one of the Independent Directors of your Company on the Board of material subsidiaries was applicable only to said wholly owned subsidiary.

Independent Audit Report of the material subsidiary is available on the website of your Company. The Secretarial Audit report of the material subsidiary does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:

• Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by your Company’s Audit Committee;

• Minutes of Board meetings and Committee(s) of subsidiary companies are placed before the Company’s Board regularly;

• A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company’s Board;

The Company’s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at https://dixoninfo.com/ison/dixon/codes-policv/Policv%20on%20 Material%20Subsidiarv.pdf

Furthermore, pursuant to Regulation 24A of SEBI Listing Regulations, the Secretarial Audit report (MR-3) of Material Subsidiary i.e Padget Electronics Private Limited forms part of the Annual Report.

Particulars of Loans, Guarantees or Investments Made U/S 186 of the Act

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the Financial Statements provided in this Annual Report. All the loans, guarantees & securities are given and investments are made for the business purpose.

Related Party Transactions

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at https://dixoninfo.com/ison/dixon/codes-policy/Dixon Related-Party-Transaction-Policy.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties. The said policy was last amended on 23^rd May, 2023.

All the related party transactions are placed and approved before the Audit Committee for approval, as per applicable provisions of law. Further, prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations and the Act for the transactions which are foreseen and are repetitive in nature.

Further, during the year, your Company has not entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI Listing Regulations. These transactions are in the ordinary course of business and are on arm’s length basis. In view of the above, disclosure in Form AOC-2 is not applicable.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

Material Changes and Commitments affecting the Financial Position of your Company and Material Changes between the Date of the Board Report and End of the Financial Year

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

Future Outlook

The Company remains focused on driving sustainable growth and expanding its footprint in the electronics manufacturing services

(EMS) industry. The increasing prevalence of remote work, the expansion of loT devices and the continuous rollout of 5G networks have all contributed to an increased demand for networking hardware. The company plans to leverage its strong financial position and operational capabilities to capitalise on emerging opportunities and cater to the evolving needs of its customers.

In the mobile phone segment, Dixon aims to further strengthen its position as a leading manufacturer by adding more brands to its portfolio and expanding its manufacturing base. The company is building a dedicated R&D team and laboratory to offer new and industry-leading products in this segment. Additionally, Dixon is actively pursuing vertical integration opportunities in the mobile component ecosystem to enhance its value proposition and profitability.

The IT hardware segment presents significant growth potential for the company. The increasing digitisation of the public sector is a significant driver for the IT hardware market. With the approval under the revised IT hardware PLI scheme, Dixon is well-positioned to capitalise on the increasing demand for locally manufactured laptops, tablets and other IT products. The company plans to deepen its engagement with existing customers and actively pursue new partnerships with global brands.

Dixon is also focusing on diversifying its product offerings across various business verticals. In the consumer electronics segment, the company plans to introduce new products, such as commercial displays and interactive boards, leveraging its expertise in backward integration and ODM solutions. The lighting business will witness the launch of professional lighting solutions, smart lighting products based on Bluetooth mesh technology and an increased focus on exports to developed markets. The company is also exploring opportunities in emerging segments, such as automotive electronics and defence electronics, aligning with the government''s "Make in India" initiative and the growing demand for localised manufacturing.

Furthermore, the Company is dedicated to investing in new ventures and expanding its current product lines. With a strong focus on strengthening its financial position and creating value for all stakeholders, the company is in a favourable position to take advantage of the incentives and policies in place that are expected to make India one of the most attractive manufacturing destinations and set a benchmark for exceptional growth in the electronics manufacturing sector.

Corporate Governance

The corporate governance philosophy of your Company is driven by the interest of the stakeholders and focuses on the fairness, transparency and business needs of the organization. Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance.

To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

Company always take constant efforts to set new benchmarks in corporate excellence. In terms of SEBI Listing Regulations, a separate section on “Corporate Governance” with a compliance report on corporate governance and a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report. A Certificate of the CEO and CFO of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Board of Directors, Its Committees and Meetings thereof

The Board of Directors (the “Board”) are responsible for and committed to sound principles of Corporate Governance in your Company.

The Board’s focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting your Company’s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as strategic decisions and connected transactions.

The Board has delegated part of its functions and duties to Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Nine Committees Viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee, Executive Committee of the Board, Risk Management Committee, Share Allotment Committee, ESG Committee and Research & Development Committee.

Your Company holds minimum of 4 (four) Board meetings in each calendar year with a gap of not more than one hundred and twenty

days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.

The agenda and notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 6 (six) times during the Financial Year 2023-24 i.e. on 10^th May, 2023, 23^rd May, 2023, 25^th July, 2023, 26^th October, 2023, 31^st January, 2024 and 11^th March, 2024.

The required quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act.

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2023-24 and attendance of the Directors at such meeting is provided in the section “Board of Directors” of “Corporate Governance Report”.

Committees of the Board

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders’ Relationship Committee

e. Risk Management Committee

f. Executive Committee

g. Share Allotment Committee

h. Research & Development Committee

i. Environmental, Social and Governance Committee (ESG Committee)

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section “Committees of the Board” of “Corporate Governance Report”. Also, there had been no instances where Board has not accepted any recommendations of any Committee.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations in India is presented in a separate section forming part of this Annual Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Act and rules made thereunder and Regulation 22 of the SEBI Listing Regulations, Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The directors, employees, business associates have direct access to the Chairman of the Audit committee. The vigil mechanism has been explained in detail in the "Corporate Governance Report”.

Risk Management Committee/ Policy

The Company has in place mechanisms to identify, assess, monitor and mitigate various risks faced or may be faced by the Company. Such risks are addressed on timely basis and adequate actions are taken accordingly. To ensure that the internal control systems are as per the best industry standards, the same are reviewed at regular intervals.

Your Company has also adopted risk management policy, which covers Six aspects: Strategic risks, Operational Risks, Compliance Risks, Financial & Reporting Risks, Sustainability Risks and Cyber Security Risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management policy is available on the website of the Company and can be accessed at: https://dixoninfo.com/ison/dixon/codes-policv/ Risk%20Management%20Policy%20-%2018062022.pdf.

In line with the SEBI Listing Regulations, your Company has formed a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are provided in the Corporate Governance report.

Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users:

a. Using firewalls on the network.

b. Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.

c. Company has a Strong password policy.

d. Automatic backup is scheduled for critical users.

e. Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.

f. External drives are blocked.

g. Data Linkage Protection (DLP) installed across all systems.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

Adequacy of Internal Controls systems and Compliance with Laws

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorized use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. Your Company has an independent internal audit function supported by dedicated outsourced teams. Every quarter, the Audit Committee of the Board is presented with key concerns and the actions taken by your Company on concerns highlighted. Also, the Audit Committee, provide their observation, suggestions and recommendations and seek Action Taken Reports from Management of the Company. The said Committee regularly at its meeting, reviews the status of such Action Taken Reports. In order to supplement the Internal Control process, your Company has engaged the services of M/s Ernst & Young LLP and M/s Protiviti India Member Private Limited (For Mobile Vertical) to function as Internal Auditors of the Company.

Also, the Corporate Affairs Department ensures that your Company conducts its businesses with high standards of compliance in legal, statutory and regulatory areas. Your Company has implemented an online Legal Compliance Management System in conformity with the best Industry standards which gives the compliance status on real time basis.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and your Company’s operations in future.

Also, there had been no application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016”, by a Financial or operational creditor or by your Company itself during the period under review.

There was no instance of onetime settlement with any Bank or Financial Institution.

Annual Return

The draft Annual Return of your Company for the FY 2023-24 in form MGT-7 in accordance with the Section 92 of the Act read with the Companies (Management and Administration) Rules, 2014 has been placed on the website at www.dixoninfo.com.

The link to access Annual Return for previous Financial year 202223 is https://www.dixoninfo.com/agm.php

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

Directors

During the year under review, Mr. Sunil Vachani (DIN: 00025431), Executive Chairman was liable to retire by rotation and being eligible offered himself for re-appointment and he was duly appointed by the shareholders at the 30^th Annual General Meeting. Also, during the year, Mr. Arun Seth (DIN No.: 00204434) on the recommendation of the Nomination & Remuneration Committee, was appointed as Non-Executive and Independent Director by the Shareholders of the Company at the 30^th Annual General Meeting of the Company held on 29^th September, 2023.

Further, Mr. Keng Tsung Kuo was re-appointed as Non-Executive and Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. 12^th April, 2024. The said reappointment was approved by the Shareholders at the 30^th AGM of the Company held on 29^th September, 2023.

Key Managerial Personnel (“KMPs”)

Pursuant to the provisions of Section 203 of the Act, as on 31^st March, 2024 Mr. Sunil Vachani, Executive Chairman & Whole Time Director, Mr. Atul B Lall, Vice Chairman & Managing Director, Mr. Saurabh Gupta, Chief Financial Officer and Mr. Ashish Kumar, Chief Legal Counsel & Group Company Secretary of the Company are the KMPs of your Company.

There was no change in the KMP of the Company during the period under review.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less than 2/3^rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accord ing ly, pursuant to the Act read with Articles of Association of your Company, Mr. Atul B. Lall (DIN: 000781436) is liable to retire by rotation and, being eligible, offers himself for re-appointment at the ensuing AGM.

Declaration of Independent Directors of the Company

As on date of this report, the Board comprises of 8 (Eight) Directors. The composition includes 6 (Six) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and their continued registration in the databank as maintained by the Indian Institute of Corporate Affairs (“IICA”) in line with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

In the opinion of the Board, there has been no change in the circumstances, which may affect their status as Independent Director of the Company and the Board is satisfied with the integrity, expertise, experience including proficiency of all the Independent Directors on the Board.

Familiarization Programme for the Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at web link https://dixoninfo.com/ison/ dixon/codes-policv/Familiarization%20Proaramme%20For%20 Independent%20Directors.pdf.

Board and Director’s Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its Committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (“SEBI”).

To facilitate the evaluation process, Board and its Committee’s self-evaluation questionnaires were circulated to the Board members and respective Committee members and an online link was also provided to the Board members and respective Committee members wherein an option was provided to the Board and committee members to fill in the said questionnaires online.

Basis the results of the aforesaid questionnaire and feedback received from the Directors and respective Committee members, the performance evaluation of the Independent Directors were carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Executive Chairman, Vice Chairman and Managing Director was carried out by the Independent Directors. The directors have expressed their satisfaction with the evaluation process.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations, one meeting of Independent Directors was held during the year i.e. on 31^st January, 2024, without the attendance of non- independent Directors and members of Management.

In addition, the Executive Directors of the Company provide updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

Auditors & Auditors’ Report

Statutory Auditors

M/s S. N. Dhawan & Co LLP	M/s S. N. Dhawan & Co LLP (Firm registration number: 000050N/N500045) were re-appointed as Statutory Auditors of your Company at the 30th Annual General Meeting held on 29th September, 2023, for a second term of five consecutive years from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company. Further they have also confirmed their eligibility under Section 141 of the Act and rules made thereunder. Also, as per the SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer review Board. The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditors M/s Shirin Bhatt & Associates, Practicing Company Secretaries	Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on 27th May, 2021 had appointed M/s Shirin Bhatt & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2021-22 and onwards. The Secretarial Audit Report (MR-3) for the financial year ended 31st March, 2024 is annexed herewith as Annexure - II. The said Secretarial Audit report does not contain any qualification, reservation or adverse remark.
Cost Auditors- M/s Satija & Cost Associates,	In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are maintained by your Company.
Accountants	The Board of Directors, on the recommendation of the Audit Committee, appointed M/s Satija & Associates., Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2024-25 at its meeting held on 15th May, 2024. The Cost Audit Report for the FY 2023-24 will be filed by the Company with the Ministry of Corporate Affairs, in due course. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in the General Meeting for their ratification. Accordingly, a resolution seeking members’ ratification forms part of the notice of 31st Annual General Meeting of the Company.
Internal Auditors- 1.M/s Ernst & Young	M/s Ernst & Young LLP., is acting as Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2021-22 and onwards, appointed at the Board Meeting held on 27th May, 2021.
LLP	During the period under review, M/s Ernst & Young LLP., performed the duties of internal auditors of your Company and their report is reviewed by the Audit Committee.
2.M/s Protiviti India Member Private Limited	M/s Protiviti India Member Private Limited based on the recommendations of the Audit Committee, was appointed as the Internal Auditors for the Mobile Vertical of the Company on 27th July, 2022 for the FY 2022-23 and onwards.
	During the period under review, M/s Protiviti India Member Private Limited, performed the duties of internal auditors of your Company and their report is reviewed by the Audit Committee.

Corporate Social Responsibility (CSR)

Your Company has been constantly working towards promoting the welfare of the communities and aspire to add value to the communities in which we operate through our efforts. Your Company invests in the areas of education, healthcare, welfare of helpless old and other oppressed people of society, inclusion and livelihood through non-profits and social enterprises. Your Company’s constant endeavour has been to support initiatives in the chosen focus areas of CSR.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the “Committees of the Board” section of "Corporate Governance Report".

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the following link: https://dixoninfo.com/ison/dixon/codes-policv/ Corporate-Social-Responsibilitv-Policv.pdf. During the year under review, the CSR policy of the Company was aligned as per the best industry practices.

Annual Report on Corporate Social Responsibility Activities of your Company is enclosed as Annexure - III and forms a part of this report.

Business Responsibility and Sustainability Report (BRSR)

Your Company has been yearly publishing its Business Responsibility Report (BRR) as a part of Annual Report and providing information on the various initiatives taken with respect to environmental, social and governance perspectives, in accordance with the directives of SEBI issued from time to time.

Further, SEBI vide notification issued in May 2021 has introduced a new sustainability related report “Business Responsibility and Sustainability Report” (BRSR), which has replaced the existing BRR. The BRSR is a notable departure from the existing BRR and a significant step towards bringing sustainability reporting at par with the financial reporting. BRSR Reporting has become mandatory for the top 500 listed entities based on market capitalization from FY 2022-23 and onwards, therefore, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the BRSR for the financial year ended 31^st March 2024 in the prescribed format, giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report. as Annexure-IV.

Environmental, Social and Governance (“ESG”)

As a responsible corporate, the Company is well aware of its environmental and societal responsibilities. The Company firmly

embraces the conviction that the integration and adherence to Environmental, Social, and Governance (ESG) principles within business operations are paramount in fostering resilience, nurturing an inclusive culture, and generating enduring value for all stakeholders. Sustainability lies at the core of business philosophy of your Company.

The Company’s sustainability strategy comprehensively addresses key ESG factors that exert significant influence over our business operations and stakeholders. The Company meticulously assess opportunities and risks, formulating both short-term, medium term and long-term strategies to ensure the sustainable growth of our organization. To assess the ESG factors applicable on the Company, the Company has established a ESG Committee on 25^th July, 2023.

In line with the ESG philosophy of the Company, the Company ensures that (a) it does not employ forced or child labour, (b) minimize carbon emissions, (c) it ensures no discrimination on the basis of caste, sex, religion or otherwise (d) judiciously use its water resources and (e) provide good and hygienic working conditions to its employees and workers.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure- V.

Green Initiative

Your Company has implemented the “Green Initiative” to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report for the F.Y. 2023-24 and notice of the 31^st Annual General Meeting are being sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) as on the record date i.e. 30^th August, 2024. For members, who have not registered their e-mail addresses are requested to update your e-mail ids with your respective Depository Participants in order to contribute to aforesaid Green Initiative Programme and members holding shares in physical can follow the process detailed in the Notice of 31^st Annual General Meeting.

Pursuant to the provisions of Section 108 of the Act and rules made thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 31^st Annual General Meeting beginning from 9:00 a.m. on 22^nd September, 2024 till 5:00 p.m. on 24^th September, 2024. The instructions for e-voting are provided in the Notice of the Annual General Meeting. In furtherance of the aforesaid principle of “Green Initiative”, your Company has decided to forego the practice of printing financial statements of its subsidiary as part of the Company’s Annual Report with a view to help the environment by reducing paper consumption.

However, the audited financial statements of the subsidiary(ies) along with Auditors’ Report thereon are available on our website www.dixoninfo.com

Human Resources

Your Company employs 7,649 Individuals (On Standalone basis) (including third party contractual employees) which is its most valuable asset, which propel the Company forward through their competencies, skills, and knowledge. The Company provides to its employees a supportive and safe working environment at the workplace. To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Company’s efficient operations. Your Company has always promoted employees (including workers) to actively participate in various engagement activities which the company organizes every month. The Human Resource Department creates a yearly engagement calendar and monitors it on monthly basis. Last year company organized multiple engagement activities for its employees. Some of the employee engagement activities are showcased below:

1. Yoga Workshops

2. Breast Cancer Awareness month

3. Health, Eye, Dental and Dietician Camps

4. Live telecast of Chandrayaan-3 landing on moon

5. Monthly Birthday celebrations

Welfare arrangements for employees (Health check-ups, etc.)

From time to time your company has been organizing Health, Eye, Dental and Dietician camps for its employees to inculcate the importance of health in every day’s life and your Company has also ensured that every employee/worker should have mediclaim coverage. All these camps have been organized free of cost for its employees.

Measures taken to motivate employees

ESOP’s is one of the way of motivating the employee that is generally given based on the performance of the individual. Further, learning and development is considered to be one of the important aspects of the organization. Therefore, your company has framed a 3 year learning roadmap focusing on enhancing technical, functional, managerial and leadership qualities. Dixon also conducts Dixon STAR supervisor workshops wherein supervisors are assessed and suitably awarded in each unit of Dixon.

Your Company believes in work diversity and ensures that it has a mixed workforce irrespective of caste, creed, religion and gender. Your Company has representation from all sects of the society thereby ensuring diversity in workforce. Your company has representation of women at workplace. In few of our units, we

have only women workforce who runs the entire production line. Similarly, in some of our units, your Company has good strength of women workforce in the shop floor. Your Company believes in equal pay parity irrespective of gender. All the workforce is paid based on their skill level.

Your Company is aiming to become more inclusive and therefore the promotion of gender diversity has been one of the key features of our talent strategy. From setting a specific target to improve women’s participation in the workforce for the next three years to implementing programs and policies that improve worker diversity, your company has clear objectives to improve worker engagement and build trust. Your Company has a ‘Zero Tolerance’ policy towards any kind of discrimination and harassment at the workplace. We are an equal opportunity employer providing equal remuneration for women and men.

Awards and Accreditations

As per the Great Place to Work (“GPTW”) survey results, your Company has been certified as “GREAT PLACE TO WORK” for a continuous Third year from January, 2024 till January, 2025.

Also, Mr. Sunil Vachani, Executive Chairman has been conferred with “Entrepreneur of the year award by Forbes India under Forbes Leadership Awards 2024. He has also been elected as President (South) of Consumer Electronics and Appliances Manufacturers Association (“CEAMA”).

Mr. Atul B. Lall has also been elected as President of Electronic Industries Association of India (“ELCINA”).

Particulars of Employees and Remuneration

The disclosures pertaining to remuneration and other details of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the annexure forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or alternatively write to the Company at [email protected] and the same will be furnished to the members.

Director’s Appointment and Remuneration Policy

Your Company’s policy on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.

Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee. The policy can be accessed at the following Link: https://dixoninfo.com/json/dixon/codes-policy/nomination-and-remuneration-policy-1908.pdf.

During the year, the Nomination & Remuneration policy of the Company was aligned with the best industry practices. The policy inter-alia includes appointment and removal of Director, KMP and Senior Management Employees and their remuneration thereof.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employees contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. Your Company has constituted lnternal Complaints Committee (ICC) in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of complaints received: 2

No. of complaints disposed of: 2

No. of complaints pending: 0

Also, the Company had organized training programmes concerning sexual harassment from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation. From time to time the

Internal Complaints Committee organises awareness sessions at the manufacturing facilities of the Company. During the year under review, the Company organised 40 workshops or awareness programmes on sexual harassment (from 1^st January, 2023 till 31^st December, 2023).

Reporting of Fraud By auditors

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

Disclosure in Respect of Voting Rights not Exercised Directly By Employees

No disclosure is required under Section 67(3) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Compliance of Applicable Secretarial Standard

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company’s shares are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”).

Directors Responsibility Statement

In terms of Section 134(5) of the Act, your directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures

b. the directors have 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors have 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 preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts for the financial year ended 31^st March, 2024, 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;

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Financial Ratios

The Key financial ratios for the financial year ended 31^st March, 2024

forms part of the Management Discussion and Analysis Report.

Cautionary Statement

The information in the Annual report describing the Company’s objectives and projections may constitute ‘forward looking statements’ within the meaning of applicable rules, laws and regulations. Although the actual results may differ.

Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

By the order of the Board For Dixon Technologies (India) Limited

Sd/- Sd/-

Sunil Vachani Atul B. Lall

Date: 30^th July, 2024 Executive Chairman Vice Chairman &Managing Director

Place: Noida DIN:00025431 DIN:00781436

---

Mar 31, 2023

Your Directors take immense pleasure in presenting the 30^th Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31^st March, 2023. The consolidated performance of the Company, its Subsidiaries and Joint Ventures have been referred to wherever required.

Financial Summary / Performance of the Company (Standalone & Consolidated)

The Company''s financial results are as under: (H in Lakhs)
Particulars	Standalone		Consolidated For the financial year ended
	For the financial year ended
	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Revenue from Operations Other Income	6,99,740	7,48,441	12,19,201	10,69,708
	1,847	262	561	381
Total Income	7,01,587	7,48,703	12,19,762	10,70,089
Profit/ Loss before depreciation, finance costs, Exceptional items and tax expenses	37,908	28,124	51,836	38,292
Less: Depreciation/ Amortization/ Impairment	5,761	5,072	11,463	8,395
Profit/ Loss before Finance costs, exceptional items and tax expenses Less: Finance costs	32,147	23,052	40,373	29,897
	3,622	3,015	6,057	4,420
Profit/ Loss before exceptional items and tax expenses Profit/ (Loss) of Joint Venture Companies Add/ (Less): Exceptional items Profit/ Loss Before tax	28,525	20,037	34,316	25,477
	-	-	162	(6)
	-	-	-	-
	28,525	20,037	34,478	25,471
Less: Taxes (current & deferred)	7,410	4,941	8,970	6,438
Profit/ Loss for the year	21,115	15,096	25,508	19,033
Total comprehensive income/ loss	21,065	15,086	25,380	19,092
Balance of profit/ loss for earlier years	64,361	49,851	71,785	53,345
Add: Profit during the year	21,115	15,096	25,552	19,026
Less: Dividend paid on equity shares	1,189	586	1,189	586
Less: Dividend Distribution tax	-	-	-	-
Balance carried forward	84,287	64,361	96,148	71,785

Overview and State of Company’s Affairs

Despite challenges in the macro environment, India emerged as one of the fastest growing developing economies in the world, demonstrating tremendous resilience amidst crisis. Due to easing of mobility restrictions, wide coverage of vaccination drives and prudent efforts by the RBI to contain inflation, the economy remained well on track to rebound growth. Additionally, accommodating fiscal and monetary policies by the government and strong emphasis on asset creation and infrastructure development offered significant impetus for further growth. Although the unorganized sector continued to witness some uncertainty, corporate profits during the year remained particularly promising.

While supply-side imbalances are still prevalent, your Company responded to supply chain disruptions with agility and successfully drove revenue growth in the year under review.

As consumer spending improved, the Company noticed strong demand for the products and the trend is expected to continue in the upcoming quarters as well. But, the ODM business is likely to experience marginal pressures due to increased commodity and freight costs.

Your Company has been constantly working towards accomplishing its vision of being the most preferred & trusted manufacturing & solution partner to brands operating across verticals. Your Company has carved out a firm place in the Indian EMS industry. During the year under review, we acquired new customers and increased the scope of work with the existing customers across almost all verticals. This has enabled us to strengthen our market share and giving us an edge over our competitors. Moreover, your Company''s strong balance sheet and liquidity position has enabled us to capitalize on growing market opportunities across all verticals.

Your Company aims at retaining and diversifying its clientele by delivering advanced solutions and effective products. Furthermore, your Company''s wholly owned subsidiary Padget Electronics became the first Company out of 16 approved entities to receive approval under PLI scheme of Government of India for manufacturing of Mobile phones (Domestic Companies). With its extensive goal of mass production, your Company is emerging stronger every day.

During the year under review, your Company became the first contract manufacturer in India to get the sub licensing rights relating to Android & Google TV. This new partnership will enable the company in offering a cost effective, consistent, high quality & out of box experience to our existing customers & potential new brands which will further strengthen the company''s market leadership in the LED TV category. During the year, your Company has also entered into an agreement with Ibahn Illumination Private Limited (''Ibahn'') whereby Ibahn has agreed to transfer its cutting edge technologies of smart lighting solutions. The Technology proposed to be transferred shall include the technology developed by Ibahn pertaining to BLE Mesh Smart Lighting (App, Firmware, Hardware, and Cloud Hosted Database) that provides consumers with a wide range of combination & control as well as work-in-progress technology pertaining to Wi-Fi based technology solutions for its lighting products. This acquisition will be a good addition of innovation in the lighting segment.

Moreover, your company has also shown its intention of forming a Joint Venture Company that will undertake Research & Development, product designing, supply chain of multiple product categories like smart phones, IT Hardware products, IOT based products and other similar devices that facilitate voice and data communications for domestic and international market.

To summarize, your Company is looking at a promising future, with its high revenue potential defined by the largest capacities in India.

Your Company''s ranking in terms of market capitalization as on 31^st March, 2023 was 236 at BSE Limited and 234 at National Stock Exchange of India Limited.

Appropriations

The Directors are pleased to recommend a dividend of H 3/-per equity share of face value of H 2/- each (@150%), payable to those shareholders whose name appears in the Register of members of your Company as on 22^nd September, 2023. The payment of dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") to be held on 29^th September, 2023. The total cash outflow on account of the payment of Dividend would be approximately H 17.87 Crores.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 (hereinafter referred to as "SEBI Listing Regulations"). The Dividend, if approved by the Members will be paid on or before 30 days from date of Annual General Meeting and in accordance with the Dividend Distribution Policy, which is available on the website

of your Company at https://dixoninfo.com/ison/dixon/codes-policy/Dixon dividend-distribution-policy.pdf There has been no change in the said policy during the period under review.

Also, pursuant to the provisions of the Income Tax Act, 1961 as amended by the Finance Act, 2020, Dividend paid or distributed by the Company on or after 1^st April, 2020 shall be taxable in the hands of the Members. The Company shall therefore, deduct tax at source (TDS) at the time of making the payment of Dividend to the shareholders.

The Register of Members and Share Transfer Books of your Company shall remain closed from 23^rd Sep, 2023 to 29^th Sep, 2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31^st March, 2023 at the ensuing Annual General Meeting.

Transfer to Reserves

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

Share Capital Structure

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.

During the year under review, your Company has allotted 2,18,230 Equity shares of H 2/- each pursuant to exercise of Employee Stock Options by eligible employees under Dixon Technologies (India) Limited - Employee Stock Option Plan, 2020. Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was also increased. As on 31^st March, 2023, the paid up, issued, subscribed share capital of the Company stands at H 11,91,20,330.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

Employees Stock Options (ESOPs)

Your Company has, from time to time, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee''s contribution to the organization. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

dixon technologies (India) limited- employee stock option plan- 2020 ("DIXON ESOP 2020")

The members of your Company at 27^th Annual General Meeting held on 29^th September, 2020 approved DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN- 2020 ("DIXON ESOP 2020") for the present and/or future permanent employees of your Company and its present and future subsidiary

Company (ies) ("employees"). The Board had approved the constitution of ''share allotment committee'' to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2020.

During the year under review, the share allotment committee allotted 2,18,230 equity shares of H 2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2020.

dixon technologies (India) limited employee stock option plan-2018 ("DIXON ESOP 2018")

At the 25^th Annual General Meeting of your Company held on 25^th July, 2018, the Members had approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN, 2018 ("Dixon ESOP 2018"). The Board had approved the constitution of ''share allotment committee'' to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to

exercise of stock options vested with them in accordance with DIXON ESOP 2018.

During the year under review, no shares have been allotted by the Company under DIXON ESOP 2018.

Moreover, the shareholders of the Company at the 29^th AGM of the Company held on 23^rd August, 2022 approved the grant of stock options to the present and future permanent employees of Associate Companies, including Joint Venture Companies, under Dixon Technologies (India) Limited —Employees Stock Option Plan, 2018 ("DIXON ESOP 2018") and Employee Stock Option Plan, 2020 ("DIXON ESOP 2020").

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure I to this Report

Further, details of options granted and exercised are included in the notes to accounts forming part of Standalone financial statements.

Credit Ratings The details of Credit Ratings as provided by ICRA Limited are as follows:
Type	Date	Facility	Rating	Remarks
Bank Loan	26th August, 2022 Re-	Fund based and	Long term ICRA AA -	Long term and short term rating
Facility	affirmed	non-fund based	(Stable); Short Term ICRA A1	were re-affirmed and assigned for enhanced limits.
Commercial paper	26th August, 2022 Reaffirmed	Commercial Paper	ICRA A1	Re-affirmed

During the year under review, there has been no change in the credit ratings so assigned to the Company.

Investor Education and Protection Fund

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 202223. There were no unclaimed or unpaid deposits lying with your Company.

Change in the Nature of Business

There has been no change in the nature of business carried on by your Company or its subsidiaries during the year under review.

Consolidation of Financials

In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has

prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report.

Subsidiaries, Joint Ventures or Associate Companies and their financial performances

1. Dixon Global Private Limited

Dixon Global Private Limited ("DGPL") is a 100% subsidiary of your Company.

DGPL is authorised to carry on agency business in all its branches and to act as agents for Indian and Foreign principals to, inter-alia, sale, purchase, import and export of electrical appliances and gadgets of all kinds.

DGPL reported a loss of H 64.68 Lakhs in F.Y. 2022-23 (previous year profit: H 131.20 Lakhs).

2. Padget Electronics Private Limited

Padget Electronics Private Limited ("PEPL") is a 100% Subsidiary of your Company.

PEPL is engaged in the business of manufacturing, setting, exporting, repairing or dealing in mobile phones of att kinds and related components, parts, spares, devices and accessories.

PEPL reported a profit of H 3773.55 Lakhs in F.Y. 2022-23 (previous year profit: H 2865.35 Lakhs).

3. AIL Dixon Technologies Private Limited

AIL Dixon Technologies Private Limited. ("ADTPL") is a Joint Venture Company of your Company wherein 50% of the shareholding is held by your Company and remaining 50% is held by Aditya Infotech Limited.

ADTPL is principally engaged in the business of assembling, manufacturing and setting CCTV security cameras, DVRs, IP cameras, cabtes, power suppty, video door phones, bio metrics and attied products.

ADTPL reported a Profit of H 1900.1 1 Lakhs in F.Y. 2022-23 (previous year profit: H 1798.54 Lakhs).

4. Dixon Electro Appliances Private Limited

Dixon Etectro Apptiances Private Limited ("DEAPL") is a joint venture of your Company wherein 51% of the sharehotding in DEAPL is hetd by your Company and remaining 49% of the sharehotding is hetd by Beetet Tetetech Limited, thus making DEAPL a subsidiary of your Company.

DEAPL is principatty engaged in the business of manufacturing of tetecom and networking products.

It has reported a toss of H 169.69 Lakhs in F.Y. 2022-23 (previous year profit: H 102.35 Lakhs)

5. Dixon Electro Manufacturing Private Limited

Dixon Etectro Manufacturing Private Limited ("DEMPL") is a 100% Subsidiary of your Company. DEMPL is engaged in the business of manufacturing of consumer durabtes devices.

It has reported a toss of H 1.02 Lakhs in F.Y. 2022-23 (previous year toss: H 21.27 Lakhs)

6. Dixon Technologies Solutions Private Limited

Dixon Technotogies Sotutions Private Limited ("DTSPL") is a 100% Subsidiary of your Company. DTSPL is engaged in the business of manufacturing and deat in, inter-atia, consumer durabtes devices and etectronics apptiances.

It has reported a toss of H 8.25 Lakhs in F.Y. 2022-23 (previous year toss: H 2.63 Lakhs)

7. Rexxam Dixon Electronics Private Limited

Rexaam Dixon Etectronics Private Limited ("Rexxam Dixon") is the Joint venture of your Company wherein 40% of the sharehotding is hetd by your Company and remaining 60%

of the sharehotding is hetd by Rexxam Co. Ltd. Rexxam Dixon is engaged in the business of manufacturing PCBs for air conditioners.

It has reported a profit of H 588.55 Lakhs in F.Y. 2022-23 (previous year toss: H 14.86 Lakhs)

8. Califonix Tech and Manufacturing Private Limited

Catifonix Tech and Manufacturing Private Limited ("Catifonix") is a Joint venture of your Company wherein 50% of the sharehotding is hetd by your Company and remaining 50% of the sharehotding is hetd by Imagine Marketing Limited. Catifonix is engaged in the business of manufacturing of Btuetooth enabted audio devices.

During FY 2022-23, it has reported a toss of H 146 Lakhs.

9. Dixtel Communications Private Limited

Dixon Communications Private Limited ("Dixtet") is a 100% Subsidiary of your Company and has been incorporated on 22^nd February, 2023. The Company is yet to commence its business.

It has reported a toss of H 0.12 Lakhs in FY 2022-23.

A statement containing the satient features of the Financiat Statement of the Subsidiaries and Joint Venture Companies in the prescribed format AOC-1 forms part of the Consotidated Financiat Statements of your Company.

In accordance with Section 136 of the Act, the Audited Financiat Statements inctuding the Consotidated Financiat Statements and retated information of your Company and audited accounts of Subsidiaries are avaitabte on the website of your Company at www.dixoninfo.com.

None of the above named Subsidiaries and Joint venture Companies apart from AIL Dixon Technotogies Private Limited ("ADTPL") had dectared any Dividend during the Financiat Year 2022-23. AIL Dixon dectared an Interim dividend of H 3/- per equity share of H 10/- each amounting to H 5.70 Crores.

During the year, Padget Etectronics Private Limited whotty owned subsidiary of your Company, was a materiat subsidiary, as per SEBI Listing Regutations. In terms of the provisions of Regutation 24(1) of the SEBI Listing Regutations, appointment of one of the Independent Directors of your Company on the Board of materiat subsidiaries was appticabte onty to said whotty owned subsidiary.

Independent Audit Report of the materiat subsidiary is avaitabte on the website of your Company. The Secretariat Audit report of the materiat subsidiary does not contain any quatification, reservation or adverse remark or disctaimer. The Company monitors performance of subsidiary companies, inter atia, by the fottowing means:

• Financiat statements, in particutar investments made by subsidiary companies, are reviewed quarterty by your Company''s Audit Committee;

• Minutes of Board meetings and Committee(s) of subsidiary companies are placed before the Company''s Board regularly;

• A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company''s Board;

The Company''s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at https://dixoninfo.com/ison/dixon/codes-policv/ Policv%20on%20Material%20Subsidiarv.pdf

Furthermore, pursuant to Regulation 24A of SEBI Listing Regulations, read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India, the Secretarial Audit report (MR-3) of Material Subsidiary i.e Padget Electronics Private Limited forms part of the Annual Report.

Particulars of Loans, Guarantees or investments Made U/S 186 of the Act

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the Financial Statements provided in this Annual Report. All the loans, guarantees & securities are given and investments are made for the Business purpose.

Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at https://dixoninfo.com/ison/dixon/codes-policy/ Dixon Related-Party-Transaction-Policy.pdf . The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties. The said policy was last amended on. 23.05.2023.

All the related party transactions are placed and approved before the Audit Committee and also the Board for approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

Further, during the year, your Company has not entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI Listing Regulations. These transactions are in the ordinary course of business and are on arm''s length basis. In view of the above, disclosure in Form AOC-2 is not applicable.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

Material Changes and Commitments affecting the Financial Position of your Company and Material Changes between the Date of the Board Report and End of the Financial Year

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

During the year, your Company had entered into the following strategic decisions as per following details:

1. Your Company has also signed an agreement with Google to sub-license rights relating to Android and Google TV. Post the entering of the Agreement, your Company has become the first contract manufacturer in India to get the sublicensing rights.

2. Your Company signed an agreement with Ibahn Illumination Private Limited wherein your Company has acquired Technology Solutions-BLE Mesh Smart Lighting App, Firmware, Hardware, Cloud Hosted Database) and Wifi based technology solutions for its lighting products from Ibahn.

3. Your Company has also signed Term Sheet with Mega Alliance Holdings Limited (Part of Tinno Group) to form a prospective ioint venture arrangement, subiect to necessary government approvals for designing and manufacturing of mobile communication equipment and related solutions in India. It is proposed that your Company shall hold 51% shareholding in such prospective Joint Venture arrangement.

Future Outlook

The Company acknowledges the significant opportunities presented by the robust growth trends in the Indian Electronics Manufacturing Services (EMS) sector. Within this thriving environment, the Company aims to deepen its involvement in end-user applications, particularly in computers and information technology (IT), which constitute around 36% of the global EMS market. Moreover, the trend towards work-from-home culture is expected to bolster demand for IT hardware and related electronic appliances, thereby presenting additional growth avenues for the Company.

Technological advancements in the field of 5G infrastructure are poised to open new possibilities for electronic devices, especially in the domain of mobility and communication. Given the Company''s focus on innovation and its readiness to adapt, these technological shifts present a clear opportunity. Subsequently, the Company plans to explore this sector through alliances and investments, focusing on cloud-based solutions that could redefine automotive infotainment systems.

Additionally, the Company is encouraged by India''s projected market share in the global EMS landscape, which is expected to quadruple by CY26. This rapid scaling is predominantly driven by the growing appetite for electronics, not just in the urban centres but also in Tier 2 and Tier 3 cities. The expansion of organised retail in these areas is seen as a beneficial factor, offering the Company a channel for wider market penetration.

Another growth driver that the Company is keenly monitoring is the rise of eco-conscious consumer behaviour, which has spurred the demand for clean energy solutions and environmentally sustainable electronics. Consequently, the Company has set its sights on these emerging sectors, with a focus on renewable energy components and waste-reducing technologies, aligned with global sustainability initiatives.

Moreover, the Company takes note of the progressive government initiatives aimed at fortifying domestic electronics manufacturing. The incentives and policies in place are expected to make India one of the most attractive manufacturing destinations, a scenario that could substantially augment the Company''s growth trajectory.

Corporate Governance

The corporate governance philosophy of your Company is drived by the interest of the stakeholders and focuses on the fairness, transparency and business needs of the organization. Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance.

To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

Company always take constant efforts to set new benchmarks in corporate excellence. In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report. A Certificate of the CEO and CFO of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Board of Directors, Its Committees and Meetings thereof

The Board of Directors (the "Board") are responsible for and committed to sound principles of Corporate Governance in your Company.

The Board''s focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting your Company''s overall strategic policies, finances and shareholders. These include, but are not restricted to,

deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as strategic decisions and connected transactions.

The Board has delegated part of its functions and duties to Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Eight Committees Viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, Executive Committee of the Board, Risk Management Committee, Share Allotment Committee and Research & Development Committee.

Your Company holds minimum of 4 (four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 6 (six) times during the Financial Year 202223 i.e. on 27^th May, 2022, 30^th May, 2022, 27^th July, 2022, 20^th October, 2022, 25^th January, 2023 and 23^rd March, 2023.

The required quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013 ("Act").

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 202223 and attendance of the Directors at such meeting is provided in the section "Board of Directors" of "Corporate Governance Report".

Committees of the Board

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders'' Relationship Committee

e. Risk Management Committee

f. Executive Committee

g. Share Allotment Committee

h. Research & Development Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report".

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Act and rules made thereunder and Regulation 22 of the SEBI Listing Regulations, Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The directors, employees, business associates have direct access to the Chairman of the Audit committee. The vigil mechanism has been explained in detail in the "Corporate Governance Report".

Risk Management Committee/ Policy

Your Company has adopted risk management policy, which covers five aspects: Strategic risks, Operational Risks, Compliance Risks, Financial &, Reporting Risks, Sustainability Risks and Cyber Security Risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

In line with the SEBI Listing Regulations, your Company has formed a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are provided in the Corporate Governance report.

Risk Management is also an integral part of your Company''s business strategy. Business Risk Evaluation and Management is an ongoing process within the Organization. The same is available on the website of the Company and can be accessed at: https://dixoninfo.com/json/dixon/codes-policy/Risk%20

Management%20Policy%20-%2018062022.pdf.

Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users:

a. Using firewalls on the network.

b. Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.

c. Company has a Strong password policy.

d. Automatic backup is scheduled for critical users.

e. Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.

f. External drives are blocked.

g. Data Linkage Protection (DLP) installed across all systems.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

Adequacy of Internal Controls systems and Compliance with Laws

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorized use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. Your Company has an independent internal audit function supported by dedicated outsourced teams. Every quarter, the Audit Committee of the Board is presented with key concerns and the actions taken by your Company on concerns highlighted. Also, the Audit Committee, provide their observation, suggestions and recommendations and seek Action Taken Reports from Management of the Company. The said Committee regularly at its meeting, reviews the status of such Action Taken Reports. In order to supplement the Internal Control process, your Company has engaged the services of M/s Ernst & Young LLP and M/s Protiviti India Member Private Limited (For Mobile Vertical) to function as Internal Auditors of the Company.

Also, the Corporate Affairs Department ensures that your Company conducts its businesses with high standards of compliance in legal, statutory and regulatory areas. Your Company has implemented an online Legal Compliance Management System in conformity with the best Industry standards which gives the compliance status on real time basis.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

Also, there had been no application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

There was no instance of onetime settlement with any Bank or Financial Institution.

Annual Return

The Annual Return of your Company for the FY 2022-23 in form MGT-7 in accordance with the Section 92 of the Act read with the Companies (Management and Administration) Rules, 2014 shall be placed on the website at www.dixoninfo.com in due course.

The link to access Annual Return for previous Financial year 202122 is https://dixoninfo.com/ison/dixon/annual-general-meeting/ Signed%20MGT-7%20of%20DTIL%20FY%202021-22.pdf

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

Directors

During the year under review there has been no change in the composition of Board of Directors of the Company. During the year under review, Mr. Atul B. Lall (DIN: 00781436), Vice Chairman and Managing Director was liable to retire by rotation and being eligible offered himself for re-appointment and he was suitable appointed by the shareholders at the 29^th Annual General Meeting.

Key Managerial Personnel (“KMPs”)

Pursuant to the provisions of Section 203 of the Act, as on 31^st March, 2023 Mr. Sunil Vachani, Executive Chairman & Whole Time Director, Mr. Atul B Lall, Vice Chairman & Managing Director, Mr. Saurabh Gupta, Chief Financial Officer and Mr. Ashish Kumar, Chief Legal Counsel & Group Company Secretary of the Company are the KMPs of your Company.

There was no change in the KMP of the Company during the period under review.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less than 2/3^rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Sunil Vachani (DIN: 00025431) is liable to retire by rotation and, being eligible, offers himself for reappointment.

Declaration of Independent Directors of the Company

As on date of this report, the Board comprises of 7 (seven) Directors. The composition includes 5 (five) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

The Independent Directors have also confirmed that their names are registered in the databank as mentioned by the Indian Institute of Corporate Affairs ("IICA").

Familiarization Programme for the Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at web link https://dixoninfo.com/ison/dixon/ codes-policy/Familiarization%20Programme%2 0For%20 Independent%20Directors.pdf.

Board and Director’s Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its Committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI").

To facilitate the evaluation process, Board and its Committee''s self-evaluation questionnaires were circulated to the Board members and respective Committee members and an online link was also provided to the Board members and respective Committee members wherein an option was provided to the Board and committee members to fill in the said questionnaires online.

Basis the results of the aforesaid questionnaire and feedback received from the Directors and respective Committee members, the performance evaluation of the Independent Directors were carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Executive Chairman, Vice Chairman and Managing Director was carried out by the Independent Directors. The directors have expressed their satisfaction with the evaluation process.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 23^th March, 2023, without the attendance of nonindependent Directors and members of Management.

In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

Auditors & Auditors’ Report
Statutory Auditors
M/s S. N. Dhawan & Co LLP	M/s S. N. Dhawan & Co LLP (Firm registration number: 000050N/N500045) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 25th July, 2018, for a term of five consecutive years. The re-appointment of the said auditors has been approved by the Board at its meeting held on 23rd May, 2023 subject to approval of the shareholders at ensuing Annual General Meeting.
	The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditors M/s Shirin Bhatt & Associates, Practicing Company Secretaries	Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on 27th May, 2021 had appointed M/s Shirin Bhatt & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2021-22 and onwards.
	The Secretarial Audit Report is annexed herewith as Annexure - II. The said Secretarial Audit report for the FY 2022-23 does not contain any qualification, reservation or adverse remark
Cost Auditors- M/s Satija & Co, Cost Accountants	In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are maintained by your Company.
	The Board of Directors appointed M/s Satija & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2023-24 at its meeting held on 23rd May, 2023. The Cost Audit Report for the FY 2022-23 will be filed by the Company with the Ministry of Corporate Affairs, in due course.
Internal Auditors-
1. M/s Ernst & Young LLP	M/s Ernst & Young LLP., are acting as Internal Auditors of the Company to conduct the Internal Audit for the Financial Year 2021-22 and onwards, appointed at the Board Meeting held on 27th May, 2021.
	During the period under review, M/s Ernst & Young LLP., performed the duties of internal auditors of your Company and their report is reviewed by the Audit Committee.
2. M/s Protiviti India Member Private Limited	M/s Protiviti India Member Private Limited based on the recommendations of the Audit Committee, was appointed as the Internal Auditors for the Mobile Vertical of the Company on 27th July, 2022 for the FY 2022-23 and onwards.
	During the period under review, M/s Protiviti India Member Private Limited, performed the duties of internal auditors of your Company and their report is reviewed by the Audit Committee.

Corporate Social Responsibility (CSR)

Your Company has been constantly working towards promoting the welfare of the under-represented and underserved communities and aspire to add value to the communities in which we operate through our efforts. Your Company invests in the areas of education, healthcare, welfare of helpless old and other oppressed people of society, inclusion and livelihood through non-profits and social enterprises. Your Company''s constant endeavour has been to support initiatives in the chosen focus areas of CSR.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance Report".

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company

towards its CSR commitment. The policy can be accessed at the following link: https://dixoninfo.com/ison/dixon/codes-policv/ Corporate-Social-Responsibilitv-Policv.pdf

Annual Report on Corporate Social Responsibility Activities of your Company is enclosed as Annexure - III and forms a part of this report.

Business Responsibility and Sustainability Report (BRSR)

Your Company has been yearly publishing its Business Responsibility Report (BRR) as a part of Annual Report and providing information on the various initiatives taken with respect to environmental, social and governance perspectives, in accordance with the directives of SEBI issued from time to time.

Further, SEBI vide notification issued in May 2021 has introduced a new sustainability related report "Business Responsibility and Sustainability Report" (BRSR), which has replaced the existing

BRR. The BRSR is a notable departure from the existing BRR and a significant step towards bringing sustainability reporting at par with the financial reporting. BRSR Reporting has become mandatory for the top 500 listed entities based on market capitalization from FY 2022-23, therefore, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the BRSR for the financial year ended 31^st March 2023 in the prescribed format, giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report. as Annexure-IV.

Environmental, Social and Governance ("ESG”)

As a responsible corporate citizen, the Company is acutely aware of its environmental and societal responsibilities. The Company firmly embraces the conviction that the integration and adherence to Environmental, Social, and Governance (ESG) principles within business operations are paramount in fostering resilience, nurturing an inclusive culture, and generating enduring value for all stakeholders. Sustainability lies at the core of business philosophy.

The Company''s sustainability strategy comprehensively addresses key ESG factors that exert significant influence over our business operations and stakeholders. The Company meticulously assess opportunities and risks, formulating both short-term, medium term and long-term strategies to ensure the sustainable growth of our organization.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure- V

Green Initiative

Your Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report for the F.Y. 2022-23 and notice of the 30^th Annual General Meeting are being sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) as on the record date i.e. 1^st September, 2023. For members, who have not registered their e-mail addresses are requested to update your e-mail ids with your respective Depository Participants in order to contribute to aforesaid Green Initiative Programme

Pursuant to the provisions of Section 108 of the Act and rules made thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 30^th Annual General Meeting beginning from 9:00 a.m. on 26^th September, 2023 (Tuesday) till 5:00 p.m. on 28^th September, 2023 (Thursday). The instructions for e-voting are provided in the Notice of the Annual General Meeting. In furtherance of the aforesaid principle of "Green Initiative", your Company has decided to forego the practice of printing financial statements of its subsidiary as

part of the Company''s Annual Report with a view to help the environment by reducing paper consumption. However, the audited financial statements of the subsidiary(ies) along with Auditors'' Report thereon are available on our website www. dixoninfo.com

Human Resources

Your Company employs 12,757 Individuals (including third party contractual employees) which is its most valuable asset, which propel the Company forward through their competencies, skills, and knowledge. The Company provides to its employees a supportive and safe working environment at the workplace. To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Company''s efficient operations. Your Company has always promoted employees (including workers) to actively participate in various engagement activities which the company organizes every month. The Human Resource Department creates a yearly engagement calendar and monitors it on monthly basis. Last year company organized multiple engagement activities for its employees. Some of the employee engagement activities are showcased below:

1. 2 Days Yoga Workshop

2. Harith @ Dixon wherein 1001 trees were planted inside and outside Dixon Tirupati Campus

3. Health, Eye, Dental and Dietician Camps

4. Self Defence Workshop for female employees

5. Monthly Birthday celebrations

6. Workshop on 351 mindset to improve life

7. Corporate Family Day

Welfare arrangements for employees (Health check-ups, etc.)

From time to time your company has been organizing Health, Eye, Dental and Dietician camps for its employees to inculcate the importance of health in every day''s life and your Company has also ensured that every employee/worker should have mediclaim coverage. All these camps have been organized free of cost for its employees.

Measures taken to motivate employees:

ESOP''s is one of the way of motivating the employee that is generally given based on the performance of the individual. Every month, "Best Operator" and "Best Supervisor" award is being given to the Best performer of the unit across all locations. Learning and Development is considered to be one of the important aspects of the organization and the units are motivated by rewarding the top 3 units with certificate of merit.

Your Company believes in work diversity and ensures that it has a mixed workforce irrespective of caste, creed, religion and gender. Your Company has representation from all sects of the society thereby ensuring diversity in workforce. Your

company has representation of women at workplace. In few of our units, we have only women workforce who runs the entire production line. Similarly, in some of our units, your Company has good strength of women workforce in the shop floor. Your Company believes in equal pay parity irrespective of gender. All the workforce is paid based on their skill level.

Your Company is aiming to become more inclusive and therefore the promotion of gender diversity has been one of the key features of our talent strategy. From setting a specific target to improve women''s participation in the workforce for the next three years to implementing programs and policies that improve worker diversity, your company has clear objectives to improve worker engagement and build trust. Your Company has a ''Zero Tolerance'' policy towards any kind of discrimination and harassment at the workplace. We are an equal opportunity employer providing equal remuneration for women and men.

Awards and Accreditations

Your Company has also been awarded with the "North India Best Employer Award 2022" at the 17^th Employer Branding Awards. As per the Great Place to Work ("GPTW") survey results, your Company has been certified as "GREAT PLACE TO WORK" from November 2022 till November 2023.

Particulars of Employees and Remuneration

The disclosures pertaining to remuneration and other details of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the annexure forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the

Company Secretary or alternatively write to the Company at [email protected] and the same will be furnished to the members.

Also, during the year under review, Mr. Sunil Vachani and Mr. Atul B. Lall have received consultancy fees until January, 2023, amounting to H 20,00,000/- and H 10,00,000/- respectively, from Padget Electronics Private Limited for providing their expertise in the field of EMS to Padget Electronics Private Limited, however, payment of such consultancy fees has been discontinued from 1^st February, 2023.

Director’s Appointment and Remuneration Policy

Your Company''s policy on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.

Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at the following Link: https://dixoninfo. com/ison/dixon/codes-policy/nomination-and-remuneration-policy-1908.pdf.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employees contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. Your Company has complied with the provisions relating to the constitution of the lnternal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of complaints received: 0 No. of complaints disposed of: NA No. of complaints pending: 0

Also, the Company had organized training programmes concerning sexual harassment from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation. From time to time the Internal Complaints Committee organises awareness sessions at the manufacturing facilities of the Company. During the year under review, the Company organised 113 workshops or awareness programmes on sexual harassment (from 1^st January, 2022 till 31^st December, 2022).

Reporting of Fraud By auditors

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

Disclosure in Respect of Voting Rights not Exercised Directly By Employees

No disclosure is required under Section 67(3) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Compliance of Applicable Secretarial Standard

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company''s shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

Directors Responsibility Statement

In terms of Section 134(5) of the Act, your directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures

b. the directors have 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors have 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 preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts for the financial year ended 31^st March, 2023, 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;

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Financial Ratios

The Key financial ratios for the financial year ended 31^st March, 2023 forms part of the Management Discussion and Analysis Report.

Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

---

Mar 31, 2022

Your Directors take immense pleasure in presenting the 29^th Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31^st March, 2022. The consolidated performance of the Company, its Subsidiaries and Joint Ventures have been referred to wherever required.

Financial Summary / Performance of the Company (Standalone & Consolidated)

The Company''s financial results are as under:

(H in Lakhs)
	Standalone		Consolidated
Particulars	For the financial year ended		For the financial year ended
ll	31-Mar-22	31-Mar-21	31-Mar-22	31-Mar-21
Revenue from Operations	7,48,441	5,67,460	10,69,708	6,44,817
Other Income	262	239	381	158
Total Income	7,48,703	5,67,699	10,70,089	6,44,975
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	28,124	27,053	38,292	28,817
Less: Depreciation/Amortisation/Impairment	5,072	3,846	8,395	4,372
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses	23,052	23,207	29,897	24,445
Less: Financial Costs	3,015	2,591	4,420	2,744
Profit/Loss Before Exceptional items and Tax Expenses	20,037	20,616	25,471	21,701
Add/(less): Exceptional items	-	-	-	-
Profit/Loss Before Tax	20,037	20,616	25,471	21,701
Less: Taxes (current & Deferred)	4,941	5,419	6,438	5,721
Profit/Loss for the year	15,096	15,197	19,033	15,980
Total Comprehensive Income/Loss	15,086	15,192	19,092	15,975
Balance of Profit/Loss for earlier years	49,851	34,654	53,345	37,365
Add: Profit during the year	15,096	15,197	19,026	15,980
Less: Dividend paid on Equity Shares	586	-	586	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	64,361	49,851	71,785	53,345

Overview and State of Company''s Affairs

India demonstrated strong resilience in the face of crisis and is experiencing a steady and rapid recovery. The bolstered economic activities can be attributed to the easing of mobility restrictions, and wide availability of vaccines. Additionally, with accommodating fiscal and monetary policies and strong emphasis on asset creation, the Government of India (GOI) is offering significant impetus for further growth. Despite the uncertainty looming over the unorganised sector, the economy witnessed significant growth in corporate profits especially in Q3. The October-December 2021 period also experienced a rise of 7% in private consumption.

The upswing of the Indian economy is also attributable to the fading supply-chain disruptions. However, supply-side imbalances were still strong in Q3. Your Company offered excellent agility while responding to the supply disruptions, which drove the overall revenue growth in the year under review. The Company experienced a strong demand, owing to gradual

rise in discretionary income and is expecting a strong demand resilience for the upcoming quarters. However, owing to elevated commodity and freight costs, the ODM business is likely to experience certain marginal pressures.

Your Company has carved out a firm place in the Indian EMS industry. It aims at retaining and diversifying its clientele by delivering advanced solutions. Furthermore, your Company received 5 approvals under the PLI scheme of GOI including that for manufacturing of Mobile, Telecom & Networking Products, IT Hardware, Air Conditioners and LED Lighting, which is likely to redefine your Company''s revenue model. With its extensive goal of mass production, your Company is emerging stronger every day.

This fiscal, most of the business verticals of the Company experienced a consistent order book. The wearables and hearables segment of the Company is expecting major traction as a result of its partnership with Imagine Marketing Limited. Your Company''s partnership with Rexxam Co. Ltd. and Beetel Teletech Limited for manufacture of Printed Circuit Boards

for Air-Conditioners and Telecom Products, respectively, is expected to be a game changer for the Company. Also, with the immense growing opportunities in the refrigerator segment, we are optimistic of delivering industry leading quality products to our customers. To summarise, your Company is looking at a promising future, with its high revenue potential defined by the largest capacities in India.

Appropriations

Dividend

The Directors are pleased to recommend a dividend of H 2/-per equity share of face value of H 2/- each (@100%), payable to those shareholders whose name appears in the Register of Members of your Company as on 16^th August, 2022. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") to be held on 23^rd August, 2022.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"). The Dividend shall be payable in accordance with the Dividend Distribution Policy, which is available on the website of your Company at https:// dixoninfo.com/ison/dixon/codes-DQlicu/dividend-distribution-policu.pdf. There has been no change in the said policy during the year.

The Register of Members and Share Transfer Books of your Company shall remain closed from 17^th August, 2022 to 23^rd August, 2022 (both days inclusive) for the purpose of payment of final dividend for the financial year ended 31^st March, 2022 at the ensuing Annual General Meeting.

Transfer to Reserves

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

Share Capital Structure

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.

During the year under review, your Company has allotted 7,72,580 Equity shares of H 2/- each pursuant to exercise of Employee Stock Options by eligible employees under Dixon Technologies (India) Limited - Employee Stock Option Plan, 2018 and Dixon Technologies (India) Limited - Employee Stock Option Plan, 2020, collectively. Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was also increased.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

Details of Employees Stock Options

Your Company has, from time to time, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee''s contribution to the organisation. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

DIXON ESOP 2020

The members of your Company at 27^th Annual General Meeting held on 29^th September, 2020 approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN- 2020 ("DIXON ESOP 2020") for the present and/or future permanent employees of your Company and its present and future subsidiary Company (ies) ("employees"). The Board had approved the constitution of ''share allotment committee'' to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2020. During the year under review, the share allotment committee allotted 2,46,230 equity shares of H 2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2020.

DIXON ESOP 2018

At the 25^th Annual General Meeting of your Company held on 25^th July, 2018, the members had approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN, 2018 ("Dixon ESOP 2018"). The Board had approved the constitution of ''share allotment committee'' to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2018. During the year under review, the share allotment committee allotted 5,26,350 equity shares of H 2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2018.

Investor Education and Protection Fund

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2021-22. There were no unclaimed or unpaid deposits lying with your Company.

Change in the Nature of Business

There has been no change in the nature of business carried on by your Company or its subsidiaries during the year under review.

Consolidation of Financials

In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report.

Subsidiaries, Joint Ventures or Associate Companies

1. Dixon Global Private Limited

Dixon Global Private Limited ("DGPL") is a 100% subsidiary of your Company.

DGPL is authorised to carry on agency business in all its branches and to act as agents for Indian and Foreign principals to, inter-alia, sale, purchase, import and export of electrical appliances and gadgets of all kinds.

DGPL reported a profit of H 131.20 Lakhs in F.Y. 2021-22 (previous year: H 61.33 Lakhs).

2. Padget Electronics Private Limited

Padget Electronics Private Limited ("PEPL") is a 100% Subsidiary of your Company.

PEPL is engaged in the business of manufacturing, selling, exporting, repairing or dealing in mobile phones of all kinds and related components, parts, spares, devices and accessories.

PEPL reported a profit of H 2,865.35 lakhs in F.Y. 2021-22 (previous year: H 302.62 Lakhs).

3. AIL Dixon Technologies Private Limited

AIL Dixon Technologies Private Limited. ("ADTPL") is a Joint Venture Company of your Company.

ADTPL is principally engaged in the business of assembling, manufacturing and selling CCTV security cameras, DVRs, IP cameras, cables, power supply, video door phones, bio metrics and allied products.

ADTPL reported a Profit of H1,798.54 lakhs in F.Y. 2021-22 (previous year: H 809.75 Lakhs).

4. Dixon Electro Appliances Private Limited

Dixon Electro Appliances Private Limited ("DEAPL") was a Wholly owned Subsidiary of the Company during the year. However, pursuant to Joint Venture Agreement dated 9^th November, 2021 between your Company and Beetel Teletech limited effective 7^th January, 2022 your Company holds 51% of the shareholding of DEAPL, thus making it Subsidiary of your Company.

It has reported a profit of H 102.35 lakhs in F.Y. 2021-22 (previous year loss of H 0.12 Lakhs)

5. Dixon Electro Manufacturing Private Limited

Dixon Electro Manufacturing Private Limited ("DEMPL") 100% Subsidiary of your Company, incorporated on 16^th March, 2021. It has reported a Loss of H 21.27 lakhs in F.Y. 2021-22 (previous year loss of H 0.12 Lakhs)

The Company is yet to commence its business.

6. Dixon Technologies Solutions Private Limited

Dixon Technologies Solutions Private Limited ("DTSPL") 100% Subsidiary of your Company, incorporated on 16^th March, 2021. It has reported a Loss of H 2.63 lakhs in

F.Y. 2021-22 (previous year loss of H 0.12 Lakhs])

The Company is yet to commence its business.

7. Rexxam Dixon Electronics Private Limited (Formerly known as "Dixon Devices Private Limited")

Rexxam Dixon Electronics Private Limited ("RDEPL") was a Wholly owned Subsidiary of the Company during the year. However, pursuant to Joint Venture Agreement dated 12^th January, 2022 between your Company and Rexxam Co. Ltd, effective 23^rd March, 2022 your Company holds 40% of the shareholding of RDEPL, thus making it Joint Venture Company of your Company.

It has reported a Loss of H14.86 lakhs in F.Y. 2021-22 (previous year loss :Not applicable)

The Company is yet to commence its business.

8. Califonix Tech and Manufacturing Private Limited

Your Company pursuant to Joint venture Agreement dated 17^th January, 2022 between the Company and Imagine Marketing Limited, incorporated a Joint venture company named "Califonix Tech and Manufacturing Private Limited" on 26^th April, 2022.

The first financial year will end on March 31^st, 2023 and the Company is yet to commence its business.

A statement containing the salient features of the Financial Statement of the Subsidiaries and Joint Venture Companies in the prescribed format AOC-1 forms part of the Consolidated Financial Statements of your Company.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of your Company and audited accounts of Subsidiaries are available on the website of your Company at

www.dixoninfo.com.

None of the above named Subsidiaries and Joint venture Companies declared any Dividend during the Financial Year 2021-22.

During the year, Padget Electronics Private Limited wholly owned subsidiary of your Company, was a material subsidiary, as per SEBI Listing Regulations. In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of one of the Independent Directors of your Company on the Board of material subsidiaries was applicable only to said wholly owned subsidiary.

Independent Audit Reports of the material subsidiaries are available on the website of your Company. The Secretarial

Audit report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:

Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by your Company''s Audit Committee;

Minutes of Board meetings and Committee(s) of subsidiary companies are placed before the Company''s Board regularly;

A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company''s Board;

The Company''s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at https://dixoninfo.com/ison/dixon/codes-pQlicu/

PolicuonMaterialSubsidiaru06042020.Ddf

Furthermore, pursuant to Regulation 24A of SEBI Listing Regulations, read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India, the Secretarial Audit report (MR-3) of Material Subsidiary i.e Padget Electronics Private Limited forms part of the Annual Report.

Particulars of Loans, Guarantees or Investments Made U/S 186 of the Act

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the Financial Statements provided in this Annual Report. All the loans, guarantees & securities are given and investments are made for the Business purpose.

Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at https://dixoninfo.com/ison/dixon/codes-policu/ RPT%20Policu-F-01042022.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties. The said policy was amended on w.e.f. 1.4.2022.

All related party transactions are placed before the Audit Committee and also the Board for approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

Further, during the year, your Company has entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI Listing Regulations. These transactions are in the ordinary course of business and are on arm''s length basis. In view of the above, disclosure in Form AOC-2 is not applicable.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

Material Changes and Commitments affecting the Financial Position of your Company and Material Changes between the Date of the Board Report and End of the Financial Year

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

During the year, your Company had entered into strategic partnerships as per following details:

a. Joint Venture Agreement ("JVA") with Beetel Teletech Limited ("Beetel") dated 9^th November, 2021. Pursuant to the said JVA, Dixon Electro Appliances Private Limited ("JV Company"), previously wholly owned subsidiary of your Company, is 51% owned by your Company & 49% owned by Beetel. The JV Company has received approval under PLI scheme of Government of India for manufacturing of Telecom and Networking Products in India and in accordance with the same, it will undertake manufacturing of telecom and networking products, inter-alia GPON''s, ONT''s, modems, routers, set top boxes, IOT devices, etc for the telecom sector/industry.

b. Joint Venture Agreement ("JVA") with Rexxam Co. Ltd ("Rexxam") dated 12^th January, 2022. Pursuant to the said JVA, - Rexxam Dixon Electronics Private Limited ("formerly known as Dixon Devices Private Limited" which was wholly owned subsidiary of your Company, is 40% owned by your Company & 60% owned by Rexxam. The JV Company has received approval under PLI scheme of Government of India under White Goods category and in accordance with the same, it will undertake manufacturing of Printed Circuit Boards for Air-Conditioners (PCBA) for the domestic and international market.

c. Joint Venture Agreement ("JVA") with Imagine Marketing Limited ("Boat") dated 17^th January, 2022. The JV Company-Califonix Tech and Manufacturing Private Limited was incorporated on 26^th April, 2022 Pursuant to said JVA, each JV Partner holds 50% equity in the said JV Company. The JV Company shall undertake manufacture of Blue tooth enabled audio devices.

Future Outlook

Despite the calamitous 2^nd wave and its severe impact on health, it proved to be less economically damaging against the complete lockdown of 2020. The service sector, which was largely impacted by the pandemic is gradually recovering. Owing to the GOI led PLI scheme, the industry is expecting generous investments. Also against the backdrop of India''s advanced electronic ecosystem and new-cost structures, global players are choosing India as their alternative manufacturing base and thus driving major growth.

The demand for electronic items is surging owing to rapid digitisation, in terms of accelerated adoption of advanced technologies such as IoT.The shift in consumer behaviour and rise in expenditure for premium products also contribute to the growth. Considering affordable input prices and competent workforce, India is likely to become the back office for the global EMS industry.

Your Company is strongly enterprising on promising opportunities and government aids, resulting with the Company becoming the only one to attain the threshold for revenues and investments under the PLI scheme. Your Company is diversifying its geographical footprints to cater to the surged demand with in the consumers. This helps the Company maintain a steady order book. In its endeavour to stay ahead in competition, Dixon has employed backward integration strategy and is redefining its capacity as well. Moreover, the Company is catering to the demands of several prominent players with its advanced design manufacturing across segments.

Your Company is committed to adhere to stringent quality standards and further drives the demand with increased production speed and full process automation. Your Company is actively progressing towards industry 4.0 and has employed digitisation in its certain business processes, particularly in logistics and production planning. To ensure further growth, the Company has made significant investments in innovation and in development of robust R&D capabilities. Beyond capacity expansion, your Company is also committed to make a huge investment and thus augment its margins.

Corporate Governance

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance.

To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

It gives us immense pleasure to inform you that during the year your Company won the prestigious Golden Peacock Award for Excellence in Corporate Governance, validating the Company''s constant efforts to set new benchmarks in corporate excellence. To identify its ethical management policies and collaborative style of governance, your Company was evaluated across a range of parameters.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report. A Certificate of the CEO and CFO of the Company in terms of SEBI Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Board of Directors, Its Committees and Meetings thereof

The Board of Directors (the "Board") are responsible for and committed to sound principles of Corporate Governance in your Company.

The Board''s focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting your Company''s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as strategic decisions and connected transactions.

The Board has delegated part of its functions and duties to Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Eight Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, Executive Committee of the Board, Risk Management Committee, Share Allotment Committee and Research & Development Committee.

Your Company holds minimum of 4 (four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 7 (seven) times during the Financial Year 2021-22 i.e. 9^th April, 2021, 27^th May, 2021, 27^th July, 2021, 29^th October, 2021, 6^th January, 2022, 28^th January, 2022 and 25^th March, 2022.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act.

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2021-22 and attendance of the Directors at such meeting is provided in the section "Board of Directors" of "Corporate Governance Report".

Committees of the Board

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders'' Relationship Committee

E. Risk Management Committee

F. Executive Committee

G. Share Allotment Committee

H. Research & Development Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report".

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Vigil Mechanism

Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The directors, employees, business associates have direct access to the Chairman of the Audit committee. The vigil mechanism has been explained in detail in the "Corporate Governance Report".

Risk Management

Your Company has adopted risk management policy, which covers five aspects: Strategic risks, Operational Risks, Compliance Risks, Financial &, Reporting Risks and Cyber Risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

In Line with the SEBI Listing Regulations, your Company has set up a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are provided eLsewhere in this report.

Risk Management is also an integral part of your Company''s business strategy. Business Risk Evaluation and Management is an ongoing process within the Organization. The same is available on the website of the Company and can be accessed at:httPs://dixoninfo.com/ison/dixon/codes-DoUcu/Risk%20 Manaqement%20Policu%20-%2018062022.pdf.

Despite of the Covid-19 impact, your Company''s sales and manufacturing activities improved, owing to better planning and management and your Company delivered remarkable numbers during the FY 2021-22. Also, during these challenging times, your Company''s focus had always been on ensuring the health and safety of our employees.

Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users:

a) Using firewalls on the network.

b) Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.

c) Strong password policy.

d) Automatic backup is scheduled for critical users.

e) Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.

f) External drives are blocked.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

Adequacy of Internal Controls systems and Compliance with Laws

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorised use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. Your Company has an independent internal audit function supported by dedicated outsourced teams. Every quarter, the Audit Committee of the Board is presented with key concerns and the actions taken by your Company on concerns highlighted. Also, the Audit Committee, provide their observation, suggestions and recommendations and seek Action Taken Reports from Management of the Company. The said Committee regularly at its meeting, reviews the status of such Action Taken Reports. In order to supplement the Internal Control process, your Company has engaged the services of M/s Ernst & Young LLP, to function as Internal Auditors.

Also, the Corporate Affairs Department ensures that your Company conducts its businesses with high standards of compliance in legal, statutory and regulatory areas. Your Company has instituted an online Legal Compliance Management System in conformity with the best Industry standards which gives the compliance status on real time basis.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company''s Operations in Future

During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

Also, there had been no application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

There was no instance of onetime settlement with any Bank or Financial Institution.

Annual Return

The Annual Return of your Company for the FY 2021-22 shall be placed on the website at www.dixoninfo.com in due course.

The link to access Annual Return for previous Financial year 2020-21 is https://dixoninfo.com/ison/dixon/annual-qeneral-

meetinq/Annual%20Return%20-%20Form%20MGT-7.pdf.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

Directors

During the year under review, Dr.Rakesh Mohan, who was appointed by the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company in capacity of Non-Executive & Independent Director with effect from 2^nd February, 2021 for a term of 5 (five) consecutive years, was appointed as Nonexecutive and Independent Director by the Members of the Company at the Annual General Meeting of the Company held on 28^th September, 2021.

Apart from the above, there were no other appointment and resignations of directors and/or Key Managerial Personnel of the Company.

Key Managerial Personnel ("KMPs")

Pursuant to the provisions of Section 203 of the Act, as on 31^st March, 2022 Mr. Sunil Vachani, Executive Chairman & Whole Time Director, Mr. Atul B Lall, Vice Chairman & Managing Director, Mr. Saurabh Gupta, Chief Financial Officer and Mr. Ashish Kumar, Group CS, Head- Legal & HR of the Company are the KMPs of your Company.

There was no change in the KMP of the Company during the period under review.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less than 2/3^rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Atul B.Lall (DIN: 00781436) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Declaration of Independent Directors of the Company

As on date of this report, the Board comprises of 7 (seven) Directors. The composition includes 5 (five) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

Familiarization Programme for the Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization

programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at web link https://dixoninfo.com/ison/dixon/codes-po[icu/Code_for_Independent_Director_and_familiarization_ proqramme_Final-27042022.pdf.

Board and Director''s Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its Committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI").

To facilitate the evaluation process, Board and its Committee''s self-evaluation questionnaires were circulated to the Board members and respective Committee members and an online link was also provided to the Board members and respective Committee members wherein an option was provided to the Board and committee members to fill in the said questionnaires online.

Basis the results of the aforesaid questionnaire and feedback received from the Directors and respective Committee members, the performance evaluation of the Independent Directors were carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Executive Chairman, Vice Chairman and Managing Director was carried out by the Independent Directors. The directors have expressed their satisfaction with the evaluation process.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 25^th March, 2022, without the attendance of nonindependent Directors and members of Management.

In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

Corporate Social Responsibility (CSR)

Your Company has been constantly working towards promoting equality, including and empowering the under-represented and underserved communities. Your Company invests in the areas of education, inclusion and livelihood through non-profits and social enterprises. Your Company''s constant endeavour has been to support initiatives in the chosen focus areas of CSR, including certain unique initiatives. It has attempted to look into the solutions to disrupt the status quo and bring in fresh thinking to the existing problems of exclusion, deprivation and poverty.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance report.

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the following link: httPsY/dixoninfo.com/ison/dixon/codes-Dolicu/CorDorate%20Social%20Responsibilitu%20Policu%20-%20 31.05.2021.pdf

Annual Report on Corporate Social Responsibility Activities of your Company is enclosed as Annexure - III and forms a part of this report.

Business Responsibility Report

Your Company''s business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management systems integrated with the business process. Your Company has adopted Business Responsibility Policy which is available on the website of the Company.

In terms of SEBI Listing Regulations, a separate section on "Business Responsibility Report" forms part of this Annual Report and is given in Annexure - IV.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure- V.

Green Initiative

Your Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report for the FY. 2021-22 and notice of the 29^th Annual General Meeting are being sent to all members whose e-mail addresses are registered

with the Company/Depository Participant(s) as on the record date i.e. 29^th July, 2022. For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants.

Your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 29^th Annual General Meeting beginning from 9:00 a.m. on 20^th August, 2022 (Saturday) till 5:00 p.m. on 22^nd August, 2022 (Monday). This is pursuant to section 108 of the Act read with relevant rules thereunder. The instructions for e-voting are provided in the Notice of the Annual General Meeting. In furtherance of the aforesaid principle of "Green Initiative", your Company has decided to forego the practice of printing financial statements of its subsidiary as part of the Company''s Annual Report with a view to help the environment by reducing paper consumption. However, the audited financial statements of the subsidiary(ies) alongwith Auditors'' Report thereon are available on our website www.dixoninfo.com .

Human Resources

Your Company employs 13,726 individuals (including third-party contractual employees) which is its most valuable asset, which propel the Company forward through their competencies, skills, and knowledge. The Company provides to its employees a supportive and safe working environment at the workplace. To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Company''s efficient operations. Your Company has always promoted employees (including workers) to actively participate in various engagement activities which the company organizes every month. The Human Resource Department creates a yearly engagement calendar and monitors it on monthly basis. Last year company organized around 38 engagement activities for its employees. Some of the employee engagement activities are showcased below:

• Republic Day celebration

• Cardiac Camp

• Holi Celebration

• Zumba activity

• Cross Functional Meet

• Team Building exercise

• Festival Celebrations

• Foundation Day celebration

• Monthly Birthday celebration

• Family Get together

Welfare arrangements for employees (Health check-ups, etc.)

From time to time your company keeps on doing benevolence activities for its employees. During the Covid-19 pandemic, company played a pivotal role in safeguarding the health of its employees. It procured Oxygen concentratorand provided them to its employees suffering from Covid. Your company also gifted oxygen concentrators to local administration for larger cause of saving mankind from this dreaded disease. Procurement of

oxygen concentrators were done in timely basis so as to reach out the needy person. Your Company also ensured that every employee/worker should have mediclaim coverage. Besides this, free annual health checks- up are being done for workers.

The organization has organized various webinars on mental wellbeing, physical fitness, ayurvedic healing, cancer awareness, yoga classes etc.

Measures taken to motivate employees:

ESOP''s is one of the way of motivating the employee that is generally given based on the performance of the individual. Every month, "Best Operator" award is being given to the Best performer of the unit across all locations. Learning and Development is considered to be one of the important aspects of the organization and the units'' are motivated by rewarding the top 3 units with certificate of merit.

Your Company believes in work diversity and ensures that it has a mixed workforce irrespective of caste, creed, religion and gender. Your Company has representation from all sects of the society thereby ensuring diversity in workforce. Your company has representation of women at workplace. In few of our units, we have only women workforce who runs the entire production line. Similarly in other units, your Company has good strength of women workforce in the shop floor. Your Company believes in equal pay parity irrespective of gender. All the workforce are paid based on their skill level.

Your Company is aiming to become more inclusive and therefore the promotion of gender diversity has been one of the key features of our talent strategy. From setting a specific target to improve women''s participation in the workforce for the next three years to implementing programs and policies that improve worker diversity, your company has clear objectives to improve worker engagement and build trust. Your Company has a ''Zero Tolerance'' policy towards any kind of discrimination and harassment at the workplace. We are an equal opportunity employer providing equal remuneration for women and men.

As per the Great Place to Work ("GPTW") survey results, your Company has been certified as "GREAT PLACE TO WORK"

Particulars of Employees and Remuneration

The disclosures pertaining to remuneration and other details of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in the annexure forming part of this report. Having regard to the provisions of Section 136(1) read with relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary or alternatively write to the Company at [email protected] and the same will be furnished to the members.

Also, during the year under review, Mr. Sunil Vachani and Mr. Atul B. Lall have received consultancy fees amounting to H 24,00,000 and H 12,00,000 per annum, respectively, from Padget Electronics Private Limited for providing their expertise in the field of EMS to Padget Electronics Private Limited.

Director''s Appointment and Remuneration Policy

Your Company''s policy on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board.

Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at the following Link: https://dixoninfo. com/ison/dixon/codes-policu/nomination-and-remuneration-policu.pdf.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employees contractors and lays down the guidelines for

identification, reporting and prevention of sexual harassment. Your Company has complied with the provisions relating to the constitution of the lnternal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received: 0

b. No. of complaints disposed of: NA

c. No. of complaints pending: 0

Also, the Company had organised sexual harassment training programmes, from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation. From time to time the Internal Complaints Committee organises awareness sessions at the manufacturing facilities of the Company. During the year under review, the Company organised 60 workshops or awareness programmes on sexual harassment (from 1^st January, 2021 till 31^st December, 2021).

Reporting of Fraud By auditors

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

Disclosure in Respect of Voting Rights not Exercised Directly By Employees

No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Compliance of Applicable Secretarial Standard

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company''s shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

Directors Responsibility Statement

In terms of Section 134(5) of the Act, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors have 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 preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31^st March, 2022, 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;

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Financial Ratios

The Key financial ratios for the financial year ended 31^st March, 2022 forms part of the Management Discussion and Analysis Report.

Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

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Mar 31, 2021

Your Directors take immense pleasure in presenting the 28th Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31st March, 2021. The consolidated performance of the Company, its Subsidiaries and Joint Ventures have been referred to wherever required.

Financial Summary / Performance of the Company (Standalone & Consolidated)

The Company''s financial results are as under:

(H in Lakhs)
	Standalone		Consolidated
Particulars	For the financial year ended		For the financial year ended
	31-Mar-21	31-Mar-20	31-Mar-21	31-Mar-20
Revenue from Operations	5,67,460.1 5	3,67,149.94	6,44,817.04	4,40,011.74
Other Income	238.97	919.74	157.72	519.80
Total Income	5,67,699.12	3,68,069.68	6,44,974.76	4,40,531.54
Profit/Loss Before Depreciation, Finance Costs, Exceptional items and Tax Expenses	27,052.92	20,928.76	28,816.23	22,826.07
Less: Depreciation/Amortisation/Impairment	3,845.71	3,178.30	4,372.07	3,652.52
Profit/Loss Before Finance Costs, Exceptional items and Tax Expenses	23,207.21	1 7,750.46	24,444.16	19,173.55
Less: Financial Costs	2,591.11	3,509.92	2,743.45	3,496.72
Profit/Loss Before Exceptional items and Tax Expenses	20,616.10	14,240.54	21,700.71	1 5,676.83
Add/(less): Exceptional items	-	-	-	-
Profit/Loss Before Tax	20,616.10	14,240.54	21,700.71	15,676.83
Less: Taxes (current & Deferred)	5,418.90	3,180.08	5,721.59	3,626.82
Profit/Loss for the year	15,197.20	11,060.46	15,979.12	12,050.01
Total Comprehensive Income/Loss	15,192.03	11,010.87	15,973.82	12,004.67
Balance of Profit/Loss for earlier years	34,655.10	24,333.14	37,365.67	26,146.66
Add: Profit during the year	15,197.20	1 1,060.46	1 5,979.12	12,050.01
Less: Dividend paid on Equity Shares	-	689.31	-	689.31
Less: Dividend Distribution Tax	-	49.19	-	141.69
Balance carried forward	49,852.30	34,655.10	53,344.79	37,365.67

Overview and State of Company’s Affairs

The Covid-19 pandemic brought economic activity to a near standstill. Due to strict restrictions imposed during the lockdown, barring few essential services, economic activity across the country remained suspended. However, economic activity gradually resumed after easing of restrictions and Q3 witnessed significant recovery due to pent up demand. To revive economic growth, a series of supportive policy actions were introduced by the central bank and the government to stimulate demand and aid economic recovery.

Despite challenges in the domestic market due to COVID - 19 the performance of your Company recorded the highest ever revenue and profitability. Your Company continued to emphasize on scaling up operations and increase its portfolio of customers across all segments. Although the COVID-19 outbreak posed major hurdles in the production and supply chain, your Company''s operations were not affected significantly.

Your Company has been constantly working towards accomplishing its vision of being the most preferred and trusted manufacturing & solution partner to brands operating across verticals. During the year under review, your Company acquired new customers and increased the scope of work. Approval for the government''s PLI scheme also emerged as an excellent opportunity to further expand your Company''s capabilities. Moreover, your Company has secured manufacturing rights from leading global brands for producing their products. Also, your Company is excited about its prospects in sectors such as telecom, ICT hardware, wearable and LED lights.

During the year, your Company successfully entered the set-top boxes and medical equipment market. Your Company''s Joint Venture Company also signed a MoU to manufacture a highly sensitive RT-PCR device for COVID-19 tests. The team adapted to the specific requirements for handing medical grade components within a short period and received ISO 13485 certification in record time. We are also planning to enter segments like Information & Communications Technology (ICT) hardware, telecom, in-house

smart TV designs and refrigerators. Another vertical where your Company has recently entered is the wearables segment, mainly in the Twin Wireless Speaker (TWS) segment. Your Company is also entering the Telecom electronic sector through a Joint Venture with leading Telecom Company, and will be jointly applying for the PLI schemes for the segment. We intend to manufacture telecom and networking products like modems, routers, set top boxes, Internet of Things (IoT) devices for the telecom sector.

Further information on the Business overview and outlook and State of the affairs of the Company are discussed in detail in the Initial Section and Management Discussion & Analysis.

Your Company''s ranking in terms of market capitalisation improved from rank 282 as on 31st March, 2020 to 173 as on 31st March, 2021.

Appropriations

Dividend

The Directors are pleased to recommend a dividend of H 1 per equity share of face value of H 2/- each (@50%), payable to those shareholders whose name appears in the Register of Members of your Company as on 21st September, 2021. The payment of Dividend shall be subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") to be held on 28th September, 2021.

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"). The Dividend shall be payable in accordance with the Dividend Distribution Policy, which is available on the website of your Company at https://dixoninfo.com/ison/dixon/ codes-policv/dividend-distribution-policv.pdf. There has been no change in the said policy during the year. The said policy forms part of Annual Report as Annexure-I.

The Register of Members and Share Transfer Books of your Company shall remain closed from 22nd September, 2021 to 28th September, 2021 (both days inclusive) for the purpose of payment of final dividend for the financial year ended 31st March, 2021 and the ensuing Annual General Meeting.

Transfer to Reserves

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

Share Capital Structure

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.

During the year under review, your Company has allotted 1,43,730 Equity shares of H 10/- each pursuant to exercise of Employee Stock Options by eligible employees under Dixon Technologies (India) Limited - Employee Stock Option Plan, 2018. Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was also increased.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

Split of shares from face value of J 10/- each to face value of J 2/- each

Your Company''s strong performance over the years has led to significant rise in the market price of the equity shares of your Company. With a view to encourage wider participation of small investors and to enhance the liquidity of the equity shares at the stock market, the Board of Directors of your Company at their meeting held on 2nd February, 2021, had considered and approved sub-division of each equity share of face value of H 10 each fully paid up into 5 equity shares of face value of H 2 each fully paid up. Subsequently, the same had been approved by the members on 7th March, 2021 through e-voting-postal ballot process. Your Company had fixed 19th March, 2021 as the Record Date for determining the eligibility of shareholders to whom equity shares have been credited after sub-division of equity shares . Old ISIN of the Company has been deactivated and in place new ISIN: INE935N01020 was activated by the depositories for the equity shares of the Company. Equity Shares have been successfully credited into the demat accounts of shareholders holding shares as on record date and shareholders holding shares in physical form were issued fresh share certificates with new distinctive numbers with their old share certificate duly cancelled.

Alteration of ‘capital clause’ of memorandum of association

Pursuant to the sub-division of face value of equity shares of your Company, as mentioned above, the Capital Clause of the Memorandum of Association of the Company was altered and substituted with the a new Clause V to reflect the corresponding changes in the Authorised Share Capital. Members of the Company had approved such alteration in the Capital Clause of Memorandum of Association through postal ballot held on 7th March, 2021.

Details of Employees Stock Options

Your Company has, from time to time, introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee''s contribution to the organisation. The objective of the said ESOPs is to enhance employee motivation, enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

DIXON ESOP 2020

During the year under review, the members of your Company at 27 th Annual General Meeting held on 29th September, 2020 approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN- 2020 ("DIXON ESOP 2020") for the present and/ or future permanent employees of your Company and its present and future subsidiary Company (ies) ("employees") in accordance with the applicable laws. In accordance with the said approval, the Nomination and Remuneration Committee was designated as Compensation Committee ("Compensation committee") for the purpose of administration and implementation of Dixon ESOP 2020. Accordingly, the said Compensation Committee, at its meeting held on 30th October, 2020, granted options, details of which are provided in Annexure-II to this Report.

DIXON ESOP 2018

At the 25th Annual General Meeting of your Company held on 25th July, 2018, the members had approved DIXON TECHNOLOGIES

(INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN, 2018 ("Dixon ESOP 2018"). The Board had approved the constitution of ‘share allotment committee'' to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2018. During the year under review, the share allotment committee met three times and allotted 1,43,730 equity shares of H 10/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2018.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with Securities and Exchange Board of India circular no. CIR/ CFD/POLICY CELL/2/201 5 dated 16th June, 2015 are set out in Annexure II to this Report.

Further, details of options granted and exercised are included in the notes to accounts forming part of Standalone financial statements.

Credit Rating
The details of Credit Ratings as provided by ICRA Limited are as follows:
Type	Date	Facility	Rating	Remarks
Bank Loan Facility	23rd November, 2020	Fund based and non fund based	Long Term ICRA AA-pronounced ICRA double A minus Short Term A1	Long term rating was Revised and upgraded while short term rating was re-affirmed
Commercial Paper	23rd November, 2020	Commercial Paper	ICRA A1	Re-affirmed

Investor Education and Protection Fund

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2020-21. There were no unclaimed or unpaid deposits lying with your Company.

Change in the Nature of Business

There has been no change in the nature of business carried on by your Company or its subsidiaries during the year under review.

Your Company added few segments in its line of business which are- manufacturing of medical equipment, Set top boxes, twin wireless speakers. These products are manufactured either by your Company or by its Subsidiary/Joint venture Company.

Also, the Board of Directors of your Company, at its Board meeting held on 9th April, 2021 had approved revision in object clause of Memorandum of association of your Company and had

recommended to make the object clause more descriptive and comprehensive in order to include manufacturing of IT hardware and other electronic products. The said revision was approved by the members of the Company through remote e-voting conducted through Postal ballot process. More details with regard to said amendment is provided in Corporate Governance report.

Consolidation of Financials

In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Indian Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report.

Subsidiaries, Joint Ventures or Associate Companies

1. Dixon Global Private Limited

Dixon Global Private Limited ("DGPL") is a 100% subsidiary of your Company.

DGPL is authorised to carry on agency business in all its branches and to act as agents for Indian and Foreign principals

to, inter-alia, sale, purchase, import and export of electrical appliances and gadgets of all kinds.

DGPL reported a profit of H 61.33 Lakhs in F.Y. 2020-21 (previous year: H 202.99 Lakhs).

2. Padget Electronics Private Limited

Padget Electronics Private Limited ("PEPL") is a 100% Subsidiary of your Company.

PEPL is engaged in the business of manufacturing, selling, exporting, repairing or dealing in mobile phones of all kinds and related components, parts, spares, devices and accessories.

PEPL reported a profit of H 302.62 Lakhs in F.Y. 2020-21 (previous year: H 912.82 Lakhs).

3. AIL Dixon Technologies Private Limited

AIL Dixon Technologies Private Limited. ("ADTPL") is a Joint Venture Company of your Company.

ADTPL is principally engaged in the business of assembling, manufacturing and selling CCTV security cameras, DVRs, NVRs, IP cameras, cables, power supply, video door phones, bio metrics and allied products.

ADTPL reported a Profit of H 809.75 Lakhs in F.Y. 2020-21 (previous year profit of H 627.83 Lakhs).

4. Dixon Electro Appliances Private Limited

Dixon Electro Appliances Private Limited ("DEAPL") is a 100% subsidiary of your Company and was incorporated on 15th January, 2020 and has reported a Loss of H 0.12 Lakhs in F.Y. 2020-21 (previous year loss of H 0.12 Lakhs)

The Company was incorporated as wholly owned subsidiary of the Company during 2019-2020 and it is yet to commence its business .

5. Dixon Electro Manufacturing Private Limited

Dixon Electro Manufacturing Private Limited ("DEMPL")

100% Subsidiary of your Company, incorporated on 16th March, 2021. It has reported a loss of H 0.12 Lakhs in F.Y. 202021.

The Company was incorporated as wholly owned subsidiary of the Company during the year ended 31st March, 2021 and therefore it is yet to commence its business .

6. Dixon Technologies Solutions Private Limited

Dixon Technologies Solutions Private Limited ("DTSPL")

100% Subsidiary of your Company, incorporated on 16th March, 2021. It has reported a loss of H 0.12 Lakhs in F.Y. 202021 .

The Company was incorporated as wholly-owned subsidiary of the Company during the year ended 31st March, 2021 and therefore it is yet to commence its business .

7. Dixon Devices Private Limited

Dixon Devices Private Limited ("DDPL") 100% Subsidiary of your Company, incorporated on 15th May, 2021, of financial year 2020-21.

The Company being recently incorporated, is yet to commence its business.

A statement containing the salient features of the Financial Statement of the Subsidiaries and Joint Venture Companies in the prescribed format AOC-1 forms part of the Consolidated Financial Statements of your Company.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of your Company and audited accounts of Subsidiaries are available on the website of your Company at www.dixoninfo.com.

None of the above named Subsidiaries and Joint venture Companies declared any Dividend during the Financial Year 2020-21.

During the year, Padget Electronics Private Limited, Dixon Global Private Limited, wholly owned subsidiaries of your Company, were material subsidiaries, as per SEBI Listing Regulations. In terms of the provisions of Regulation 24(1) of the SEBI Listing Regulations, appointment of one of the Independent Directors of your Company on the Board of material subsidiaries was applicable only to said wholly owned subsidiaries.

Independent Audit Reports of the material subsidiaries are available on the website of your Company. The Secretarial Audit report of these material subsidiaries does not contain any qualification, reservation or adverse remark or disclaimer. The Company monitors performance of subsidiary companies, inter alia, by the following means:

Financial statements, in particular investments made by subsidiary companies, are reviewed quarterly by your Company''s Audit Committee;

Minutes of Board meetings of subsidiary companies are placed before the Company''s Board regularly;

A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Company''s Board;

The Company''s Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at https://dixoninfo.com/ison/dixon/codes-policv/ PolicvonMaterialSubsidiarv06042020.pdf.

Furthermore, pursuant to Regulation 24(A) of SEBI Listing Regulations, read with Guidance note on Annual Secretarial Compliance Report issued by Institute of Company Secretaries of India, the Secretarial Audit report (MR-3) of Material Subsidiaries i.e Padget Electronics Private Limited, Dixon Global Private Limited forms part of the Annual Report.

Particulars of Loans, Guarantees or Investments Made U/S 186 of the Act

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act forms part of the notes to the Financial statements provided in this Annual Report. All the loans, guarantees & securities are given and investments are made for the Business purpose.

Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at https://dixoninfo.com/ison/dixon/codes-policy/related-partv-transaction-policv.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

Further, during the year, your Company has entered into contract or arrangement or transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI Listing Regulations. These transactions are in the ordinary course of business and are on arm''s length basis. In view of the above, disclosure in Form AOC-2 is not applicable.

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

Material Changes and Commitments affecting the Financial Position of your Company and Material Changes between the Date of the Board Report and End of the Financial Year

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of your Company to which the Financial Statements relate and the date of Board Report.

Your Company has entered into a Memorandum of understanding ("MOU") with leading Telecom Company to make Dixon''s wholly owned subsidiary- Dixon Electro Appliances Private Limited or any other Company identified by the parties, a joint venture Company to undertake manufacturing of telecom and networking products like modems, routers, set top boxes, IOT devices, etc for the telecom sector/industry. The said JV Company filed necessary applications with the Ministry of Communications or any other nodal agency to avail benefits under the PLI Scheme of Government of India. Post execution of mutually acceptable agreements by the parties, the JV Company will be 74% owned by Dixon & 26% owned by said leading Telecom Company.

Future Outlook

2020 has been a year like no other in recent history, and the global manufacturing industry has felt its impact. But, it also places India at an advantageous position, taking into consideration the nation''s industrial network, access to abundant natural resources and comparatively cheaper workforce. All these factors could attract manufacturers towards India as an alternative base.

It is anticipated that India will soon become a hub for contract manufacturing of consumer electronics. As more and more brands focus on branding and distribution, manufacturing is likely to be outsourced to countries such as India. Also, there lies a possibility for outsourcing the designing of mass products. This can emerge as an inflection point for the Electronic manufacturing Industry and definitely a Y2K moment for us.

To capitalise on emerging opportunities, your Company is significantly improving its investments for the PLI scheme. Backed by its strong relations with some of the most renowned multinational brands, your Company remain optimistic about driving growth through capacity augmentation and backward integration. Our constant focus on innovation and robust R&D capabilities also reiterates our position as a leading player in this segment. Besides, your Company is exploring organic and inorganic pathways to gain entry into new segments. Your Company is also taking proactive steps to collaborate with industry behemoths to further expand its foray in domestic and international markets.

Also, your Company has recently embarked on its iourney of Industry 4.0. It is in the process of finalising a multinational company which will drive the implementation of our manufacturing execution software. This will ensure complete traceability of our operations and allow the management to have a laser like focus on manufacturing excellence. Automation of key processes combined with data analytics will help Dixon further in achieving its goal of complete customer satisfaction. Through the Manufacturing Execution System (MES), a lot of our processes like preventive maintenance, quality control, production planning, logistics will now be digitized.

Corporate Governance

Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance.

To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance, has been provided in this Annual Report. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

The Board of Directors (the "Board") are responsible for and committed to sound principles of Corporate Governance in your Company.

The Board''s focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting your Company''s overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as material acquisitions and disposals and connected transactions.

The Board has delegated part of its functions and duties to Executive committee and day-to-day operational responsibilities are specifically delegated to the management.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Seven Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, Executive Committee of the Board, Risk Management Committee and Share Allotment Committee. Also during the year Research & Development Committee was constituted by the Board for strengthening R&D function of the company.

Also, Dr. Rakesh Mohan, was appointed as an Additional Director of the Company in the capacity of Non-executive and Independent Director by the Board of Directors of the Company at their meeting held on 2nd February, 2021. The resolution for regularisation of his appointment by the shareholders of the Company, forms part of the Notice of 28th Annual General Meeting of the Company to be held on 28th September, 2021.

Your Company holds minimum of 4 (four) Board meetings in each calendar year with a gap of not more than one hundred and twenty days between any two consecutive Meetings. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company.

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 6 (six) times during the Financial Year 2020-21 i.e. 11th June, 2020, 4th August, 2020, 22nd August, 2020, 30th October, 2020, 2nd February, 2021, and 23rd March, 2021.

The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act.

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2020-21 and attendance of the Directors at such meeting is provided in the section "Board of Directors" of "Corporate Governance Report".

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Corporate Social Responsibility Committee

D. Stakeholders'' Relationship Committee

E. Risk Management Committee

F. Executive Committee

G. Share Allotment Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report".

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Vigil Mechanism

Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The directors, employees, business associates have direct access to the Chairman of the Audit committee. The vigil mechanism has been explained in detail in the "Corporate Governance Report".

Risk Management

Your Company has adopted risk management policy, which covers five aspects: Strategic risks, Operational Risks, Compliance Risks, Financial and Reporting risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

In line with the SEBI Listing Regulations, your Company has set up a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are provided elsewhere in this report.

Risk Management is also an integral part of your Company''s business strategy. Business Risk Evaluation and Management is an ongoing process within the Organization. The same is available on the website of the Company and can be accessed at: https:// dixoninfo.com/ison/dixon/codes-policv/risk-management-policy.pdf.

During the year under review, the outbreak of Covid-19 pandemic had left countries across the globe shaken and battered and the world economy had come to a ‘sudden stop''. It had triggered an unprecedented health and economic crisis across the globe. Due to the said pandemic situation, a countrywide lockdown was imposed, due to which manufacturing activities came to a temporary halt. However, during the 2nd Quarter and onwards, your Company''s sales and manufacturing activities improved, owing to better planning and management and your Company delivered remarkable numbers during the FY 2020-21. Also, during these challenging times, your Company''s focus had been on ensuring the health and safety of our employees.

Also, to address IT related concerns like cyber threats and data vulnerability, your Company has a robust IT system and firewalls to mitigate any threats and risks. The Company takes the below mentioned steps to ensure the privacy and data security of users:

a) Using firewalls on the network.

b) Antivirus is installed on each system to protect from viruses, anti-malware, adware, worms and Trojans.

c) Strong password policy.

d) Automatic backup is scheduled for critical users.

e) Educating users by sending Information like Security Policy of the Company and email awareness mail periodically.

f) External drives are blocked.

In the opinion of the Board, there are no risks that may threaten the existence of your Company.

Adequacy of Internal Controls systems and Compliance with Laws

Your Company has an adequate system of internal controls commensurate with the nature of its business and the size and complexity of its operations. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorised use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. Your Company has an independent internal audit function supported by dedicated outsourced teams. Every quarter, the Audit Committee of the Board is presented with key concerns and the actions taken by your Company on concerns highlighted. Also, the Audit Committee, provide their observation, suggestions and recommendations and seek Action Taken Reports from Management of the Company. The said Committee regularly at its meeting, reviews the status of such Action Taken Reports. In order to supplement the Internal Control process, your Company has engaged the services of M/s Ernst & Young LLP, to function as Internal Auditors.

Also, the Corporate Affairs Department ensures that your Company conducts its businesses with high standards of compliance in legal, statutory and regulatory areas. Your Company has instituted an online legal Compliance Management System in conformity with the best Industry standards which gives the compliance status on real time basis.

The Internal Auditors of your Company have direct access to the Audit Committee of the Board. Furthermore, the Internal Auditors are also responsible for following up the corrective actions to ensure that satisfactory controls are maintained.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

Also, there had been no application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

There was no instance of onetime settlement with any Bank or Financial Institution.

Annual Return

In accordance with Section 92 and 134 of the Act read with MCA circular dated 28th August, 2020, and notification dated 5th March, 2021 the requirement to annex an extract of the annual return with this Annual report in form MGT-9 is dispensed with and is no longer required.

Also, the Annual Return of your Company for the FY 2020-21 shall be placed on the website at www.dixoninfo.com in due course.

The link to access Annual Return for previous Financial year 201920 is https://www.dixoninfo.com/agm.php.

Directors and Key Managerial Personnel who were Appointed/Re-appointed or have resigned during the Year

Directors

A. Appointment of Dr. Rakesh Mohan

In order to promote good governance, the Company was required to have diversified Board which brings experience and provides their valuable contribution towards the growth of the Company. Therefore, to strengthen the existing Board, Dr. Rakesh Mohan was appointed as an Additional Director on the Board in the capacity of Non- Executive & Independent Director w.e.f 2nd February, 2021 for a period of 5 consecutive years.

Dr. Rakesh Mohan has over 5 decades of rich and considerable experience in central banking, monetary policy, infrastructure and urban affairs. The Board opines that Dr. Mohan has requisite integrity, expertise and experience with capability to critically analyse each of the Business segments and bring in more value to the organization as a whole.

B. Re-appointment of Mr. Manoj Maheshwari as Independent Director for second term of 5 consecutive years

Your Company''s Board had appointed Mr. Manoj Maheshwari as Non- Executive and Independent Director on the Board w.e.f 3rd

May, 2017 for a period of three consecutive years. Accordingly, the term of Mr. Manoj Maheshwari was due for expiry on 2nd May, 2020. Therefore, the members of the Company at the Annual General Meeting held on 31st July, 2019 approved the said re-appointment of Mr. Manoj Maheshwari for a period of 5 years with effect from 3rd May, 2020.

Key Managerial Personnel ("KMPs”)

Pursuant to the provisions of Section 203 of the Act, as on 31st March, 2021 Mr. Sunil Vachani, Executive Chairman & Whole Time Director, Mr. Atul B Lall, Vice Chairman & Managing Director, Mr. Saurabh Gupta, Chief Financial Officer and Mr. Ashish Kumar, Group CS, Head- Legal & HR of the Company are the KMPs of your Company.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less than 2/3rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Sunil Vachani (DIN: 00025431) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Declaration of Independent Directors of the Company

As on date of this report, the Board comprises of 7 (seven) Directors. The composition includes 5 (five) Independent Directors. All the Independent Directors are appointed on the Board of your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

Familiarization Programme for the Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization

programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at web link https://dixoninfo.com/ison/dixon/codes-policv/Code%20 for%20Independent%20Director%20and%20familiarization%20 programme Final%20-%2031.05.2021.pdf.

Board and Director’s Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its Committees and individual directors has been carried out on the basis of Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI").

To facilitate the evaluation process, Board and its Committee''s selfevaluation questionnaires were circulated to the Board members and respective Committee members and an online link was also provided to the Board members and respective Committee members wherein an option was provided to the Board and committee members to fill in the said questionnaires online.

Basis the results of the aforesaid questionnaire and feedback received from the Directors and respective Committee members, the performance evaluation of the Independent Directors were carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Executive Chairman and Managing Director was carried out by the Independent Directors. The directors have expressed their satisfaction with the evaluation process.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 23rd March, 2021, without the attendance of non-independent Directors and members of Management.

In addition, your Company encourages regular meetings of its independent directors to update them on Strategies of the Company. At such meetings, the Head of the Departments of the Company make presentations with respect to the Business Vertical which they are heading. Such Meeting was conducted on 23rd March, 2021.

Auditors & Auditors’ Report

Statutory Auditors- M/s S. N. Dhawan & Co LLP

M/s S. N. Dhawan & Co LLP (Firm registration number: 000050N/N500045) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 25th July, 2018, for a term of five consecutive years. The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditors- M/s Shirin Bhatt & Associates, Practicing Company Secretaries	Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on 24th May, 2019 had appointed M/s Shirin Bhatt & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2020-21. The Secretarial Audit Report is annexed herewith as Annexure - III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Cost Auditors-	In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules,
M/s Satija & Co, Cost Accountants	2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are made and maintained by your Company. The Board of Directors appointed M/s Satija & Co., Cost Accountants, Delhi as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2020-21. The Cost Audit Report for the FY 2020-21 will be filed with the Ministry of Corporate Affairs.
Internal Auditors- M/s Ernst & Young LLP	M/s Ernst & Young LLP., were appointed as Internal Auditors of the Company at the Board Meeting held on 11th June, 2020, to conduct the Internal Audit for the FY 2020-2021. During the period under review, M/s Ernst & Young LLP., performed the duties of internal

Corporate Social Responsibility (CSR)

Your Company has been constantly working towards promoting equality, including and empowering the under-represented and underserved communities. Your Company invests in the areas of education, inclusion and livelihood through non-profits and social enterprises. Your Company''s constant endeavour has been to support initiatives in the chosen focus areas of CSR, including certain unique initiatives. It has attempted to look into the solutions to disrupt the status quo and bring in fresh thinking to the existing problems of exclusion, deprivation and poverty.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated in the "Committees of the Board" section of "Corporate Governance report.

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the following link: https://dixoninfo.com/ison/dixon/codes-policv/Corporate%20 Social%20Responsibilitv%20Policv%20-%2031.05.2021.pdf.

Annual Report on Corporate Social Responsibility Activities of your Company is enclosed as Annexure - IV and forms a part of this report.

Business Responsibility Report

Your Company''s business responsibility ingrains the spectrum of nine principles of National Voluntary Guidelines issued by the Ministry of Corporate Affairs, Government of India, along with their key elements. This is enabled by a suite of frameworks, governance, social objectives, policies, code of conduct and management

systems integrated with the business process. Your Company has adopted Business Responsibility Policy which is available on the website of the Company.

In terms of SEBI Listing Regulations, a separate section on "Business Responsibility Report" forms part of this Annual Report and is given in Annexure - V.

Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure-VI.

Green Initiative

Your Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report for the F.Y. 2020-21 and notice of the 28th Annual General Meeting are being sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) as on the record date i.e. 27th August, 2021. For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants.

Your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 28th Annual General Meeting beginning from 9:00 a.m. on 25th September, 2021 (Saturday) till 5:00 p.m. on 27th September, 2021 (Monday). This is pursuant to section 108 of the Act read with relevant rules thereunder. The instructions for e-voting are provided in the Notice of the Annual General Meeting. In furtherance of the aforesaid principle of "Green Initiative", your Company has decided to forego the practice of printing financial

statements of its subsidiary as part of the Company''s Annual Report with a view to help the environment by reducing paper consumption. However, the audited financial statements of the subsidiary(ies) alongwith Auditors'' Report thereon are available on our website www.dixoninfo.com .

Human Resources

Your Company cares for its employees and aims to provide a supportive, pleasant and healthy workplace for its employees. To foster a caring community, the Company recognises that having good staff relations and a motivated workforce plays a vital role in the Company''s efficient operations. Your Company''s human resource department has played a key role in supporting the employees and catalysing the changes in the workplace owing to covid 19 pandemic. Following are some of the steps which the HR department of your Company undertook in order to support the employees:

Cleaning and disinfecting the workplace at regular intervals;

Ensuring Social distancing between employees and constant

use of face mask

Installation of sanitisers at various places in the work places

Encouraging roaster plans in each department for attendance

at work place

Also, your Company is taking multiple pre-emptive measure wherever required to handle the second wave of Covid-19. Your Company provided free remote health assistance to employees and have tied up with a leading healthcare provider for it. Arrangement for Oxygen Concentrators were also made for use of our employees and their family members.

In the last fiscal, the Human Resource department undertook several new initiatives for employee engagement and organized programmes like, Yoga Sessions, women''s day celebration, birthday celebration, Zumba Class, eye check-up and health check-ups for the employees. The employees of the Company are constantly updated on the business affairs of the Company through "Dixon-Connect"- a journal which disseminates vital information and messages pertaining to Dixon Group.

Your Company believes in work diversity and ensures that it has a mixed workforce irrespective of caste, creed, religion and sex. Your Company has representation from all sects of the religion thereby ensuring diversity in workforce. Your company has representation of women at workplace. In few of our units, we have only women workforce who runs the entire production line. Similarly in other units, your Company has good strength of women workforce in the shop floor. Your Company believes in equal pay parity irrespective of gender. All the workforce are paid based on their skill level.

Dixon also conducts training under National Apprenticeship Promotion Scheme (NAPS) on an ongoing basis for all its apprentices.

Furthermore, your Company believes in 360 degree approach while dealing with its human resource. Therefore, feedback of its employees is considered of utmost importance. In a step towards

the same, a Town hall meeting was organised during the financial year and also an online survey was conducted whereby feedback, on anonymous basis, of employees was sought on areas such as-

Things employees would like to change in your Company,

Things which employees want the Company or management to continue doing,

What more can be done to serve customers,

What should be the focus area of management.

The management received inspiring responses from its employees which will definitely help the management of your Company to make your Company as one of the best places to work/associated with.

Particulars of Employees and Remuneration

The ratio of the remuneration of each of the Whole time Director, Managing Director to the median of employees remuneration as per section 197(12) of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report provided in Annexure VII.

Additionally, the following details form part of the Annexure-VII to this Report:

a) Ratio of Remuneration to Non- Executive / Independent Directors (refer table 2)

b) Percentage increase in the remuneration of the CFO and Company Secretary (refer table 3)

c) Details of remuneration to Non-Executive /Independent Directors (refer table 4)

d) Statement containing the names of top 10 employees in terms of remuneration drawn (refer table 5)

e) Details of employees employed throughout the Financial Year and in receipt of remuneration of not less than H 1.02 Crore or more per annum (refer table 6 )

f) Details of employees employed for part of the Financial Year and in receipt of remuneration of not less than H 8.5 Lakhs per month (refer table 7)

g) Details of employees employed throughout the financial year or part thereof and was in receipt of remuneration, in aggregate or as the case may be, at a rate which, in the aggregate, is in excess of that is drawn by the Managing Director or Whole Time Director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company (refer table 8);

h) Details of the employees posted outside India, not being the Director or their relatives drawing Remuneration of more than H 60 Lakhs per annum or H 5 Lakhs per month (Refer Table 9)

The percentage increase in the median remuneration of the employees in the Financial Year 2020-21 was 15%. Also, the average percentile increase in the salaries of employees other than the managerial personnel is 10.9% as compared to 15.6% increase

in the Managerial remuneration. The increment to each individu; employee is based on the Employee''s potential, experience an also their performance and contribution to the Company''s progres over a period of time. The remuneration is as per the Remuneratio Policy of the Company.

Also, during the year under review, Mr. Sunil Vachani and Mr. Atul B Lall have received consultancy fees amounting to H 24,00,000 an H 12,00,000 per annum, respectively, from Padget Electronic Private Limited for providing their expertise in the field of EMS t Padget Electronics Private Limited.

Director’s Appointment and Remuneration Policy

Your Company''s policy on directors'' appointment and remuneratior including criteria for determining qualifications, positive attribute: independence of a director and other matters provided under su section (3) of Section 178 of the Act, as is adopted by the Board.

Your Company has adopted a comprehensive policy on nominatio and remuneration of Directors and Key Managerial Personnel o the Board. As per such policy, candidates proposed to be appointe as Directors and Key Managerial Personnel on the Board shall b first reviewed by the Nomination and Remuneration Committe in its duly convened Meeting. The policy can be accessed at th following Link: https://dixoninfo.com/ison/dixon/codes-policy nomination-and-remuneration-policy.pdf.

Disclosures under Sexual Harassment of Women a Workplace (Prevention, Prohibition & Redressal) Act 201 Read with Rules

Your Company has always believed in providing a safe an harassment free workplace for every women employee workin with your Company. Your Company always endeavours to creat and provide an environment that is free from discrimination an harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment a workplace and, therefore, has in place a policy on prevention of sexu: harassment at workplace. The said policy is in line with the provision of the Sexual Harassment of Women at Workplace (Preventior Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The policy aims at prevention of harassment of women employee

contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. Your Company has complied with the provisions relating to the constitution of the lnternal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received: 0

b. No. of complaints disposed of: NA

c. No. of complaints pending: 0

Also, the Company had organised sexual harassment training programmes, from time to time, for its employees and staff. The said training programmes and workshop were helpful in creating necessary awareness and to encourage cooperative environment in the organisation.

Reporting of Fraud By auditors

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Audit Committee, the Board of Directors or to the Central Government.

Disclosure in Respect of Voting Rights not Exercised Directly By Employees

No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

Changes in Memorandum of Association

During the year under review, the shares of the Company having face value of H 10 were divided into 5 shares having a face value of H 2 each, vide approval of members through postal ballot dated 7th March, 2021. Consequently the Capital clause of the Memorandum of Association was altered in the following manner.

Previous clause (V- Capital Clause)	Amended Clause (V- Capital Clause)
The Authorised Share Capital of the Company is H 26,00,00,000/-(Rupees Twenty-Six Crores Only) divided into 2,60,00,000 (Two Crores sixty lacs only) equity shares of H10/- (Rupees Ten only) each with power to increase, reduce or reorganize the same in accordance with	The Authorised Share Capital of the Company is H 26,00,00,000/-(Rupees Twenty-Six Crores Only) divided into 13,00,00,000 (Thirteen Crores) Equity Shares having face value of H2/- (Rupees Two) each with power to increase, reduce or reorganize the same in accordance

Further, the object clause of the Company was revised, with effect from 12th May, 2021, vide member''s approval through postal ballot dated 12th May, 2021. The said revision was made in Sub Clause (A)1 of the Main Object clause in order to make it more comprehensive and descriptive. Consequently, the said clause was amended as follows:

Previous clause [Sub Clause (A)1 of the Main Object clause]

Amended Clause [Sub Clause (A)1 of the Main Object clause]

To purchase, sell, manufacture, export, repair, hire, let out on hire, alter, exchange or otherwise deal in all kinds of household appliances, instruments and devices such as refrigerators, air conditioners, room coolers, desert coolers, water coolers, all kinds of fans, washing machines, iron-presses, steam presses, dryers, heaters, geysers, cassette recorders, video games, video cassettes, tape duplicators, pressure cookers, ovens, microwave ovens, cooking ranges, mixies, grinders, toasters, juicers, hot plates, vacuum cleaners, transformers, televisions, radios, music system, tea coffee makers, Food warmers & Dishwashers of all kinds and such other electrical appliances of all types and compressors and electric motors of every kind and description.

To purchase, sell, manufacture, trade, export, import, repair, service, hire, let-out on hire, alter, assemble, design, exchange, engage or otherwise deal in all kinds of Consumer durables, Electronic products, home appliances products, industrial products, communication products, medical equipment, wearables, Information Technology Products, Internet of Things (IoT), digital Products, audio visual products, wireless products including its devices, durables, equipment, appliances, peripherals, accessories, components, spares, parts, consumables, instruments, kits, apparatus, sheet metal components, solders, integrated circuits, transformers, injection moulding components, system tubing, motors, gadgets, tools, testing equipment, engines, any other articles, electrical products, by-products, materials, software(s), application(s) or such other related things ("the Appliances") as may be used in the above Appliances or for the above Appliances or as may be otherwise used including as its substitutes by whatever name called, as whole or part, including Appliances such as all types of televisions, washing machines, dishwashers, digital screens, displays, computer, laptop, desktop, monitors, servers, All-in-one Computer, refrigerators, freezers, air conditioners, air/ water purifiers, water coolers, water dispensers, heaters, humidifier, dehumidifier, fans, presses, flatteners, dryers, geysers, audio video games, camera, recorders, food maker, beverage maker, food warmer, processors, cooking or food processing ranges, microwave, ovens, toasters, cleaner, chimney, mobile handset, smart phone, feature phone, telephone instruments, telecommunication equipment, core transmission equipment, networking equipment, customer premise equipment, wireless equipment, access devices, routers, tablet, smart watches, fitness tracker, headphones, earbuds, earplugs, bluetooth devices, GPS, wi-fi/Internet devices, medical equipment, molecular diagnostic product, circuit boards, chassis, audio player and/or video player , security systems, CCTV Cameras, CD Player, DVD player, alarms, biometric products, plug & play devices and to engage in all businesses as may be related or ancillary to the Appliances

Deviation(s)/Variation(s) in Use of Proceeds from Objects Stated in Offer Document

Pursuant to Regulation 32 of SEBI Listing Regulations, at the start of the financial year, the Company had an unutilised amount of H 211.63 Lakhs, constituting 3.53%, of total IPO proceeds. In terms of provision of the Act read with SEBI Listing Regulations and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, your Company sought approval from the members to utilise the said unutilised amount toward General Corporate purpose. The said approval was granted by the members at the 27th Annual General Meeting of your Company. Accordingly, during the year under review, the said unutilised amount was spent towards General Corporate Purposes.

As on 31st March, 2021 your Company has utilised H 6000 Lakhs out of total IPO proceeds amounting to H 6000 Lakhs ("total IPO proceeds"), which constitutes 100% of total IPO proceeds.

Compliance of Applicable Secretarial Standard

During the financial year under review, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Listing on Stock Exchanges

The Company''s shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

Directors Responsibility Statement

In terms of Section 134(5) of the Act, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March , 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors have 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 preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31st March, 2021, 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;

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Financial Ratios

The Key financial ratios for the financial year ended 31st March, 2021 forms part of the Management Discussion and Analysis Report.

Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

By the order of the Board

For Dixon Technologies (India) Limited

Sd/- Sd/-

Sunil Vachani Atul B. Lall

(Executive Chairman) (Vice Chairman &

DIN:00025431 ManagingDirector)

DIN :00 781 436

Date: 27^th May, 2021 Place: Noida

---

Mar 31, 2018

Directors’ Report

Dear Members,

The Directors take immense pleasure in presenting the 25^th Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31^st March, 2018. The consolidated performance of the Company and its subsidiaries and Joint Venture has been referred to wherever required.

Your Company adopted, beginning 1^st April,2017, Indian Accounting Standards for the first time with a transition date of 1^st April, 2016. The annual audited standalone financial results for the year have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 (the "Act”) and other recognized accounting practices and policies to the extent applicable. Necessary disclosures as regards to the key impact areas and other adjustments upon transition to Ind-AS reporting have been made under the Notes to Financial Statements,

During the year under review, your Company''s sales income grew by 33% to H221,585.37 Lakhs as compared with H166,836.60 Lakhs in the previous year. Profit before tax grew by 36% to H8,232.75 Lakhs and the net profit increased by 30% to H5,700.69 Lakhs.

This performance came in the backdrop of implementation of Goods and Service Tax ("GST”) and other regulatory measures.

State of Company’s Affairs

With the expected positive momentum in the Indian economy, your Company is focused on growth and achieving profitability along with a renewed commitment to customer service. Investment and positive modifications are expected in the near future, boosting your Company''s revenue. Together with forward looking strategy, your Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence. Also, your company strives to increase its portfolio of customers across all segments. Strategically inclined steps have been initiated in this respect.

The Financial Year 2017-18 has been a significant year from the growth perspective of your Company. Your Company has been converted into a Public Limited Company pursuant to a resolution passed by the Shareholders of your Company at the Adjourned Extra Ordinary General Meeting held on 18^th April, 2017. A fresh certificate of incorporation consequent upon conversion from a private limited company to a public limited company was issued by the Registrar of Companies ("ROC”) on 2^nd May, 2017 in the name of "Dixon Technologies (India) Limited”.

Further, your Company made initial public offer (the "IPO”) of its Equity Shares for a total of 3,393,425 Equity Shares of face value of H10 each for cash at a price of H1766/- per equity share (including a share premium of H1756 per equity share). The offer comprised of fresh issue of 339,750 equity shares by your Company and Offer for Sale of 3,053,675 Equity Shares by existing shareholders of your Company and successfully listed its Equity Shares on the BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”) with effect from 18^th September, 2017. The Annual Listing Fees for the FY 2018-19 has been paid by your Company to both the Stock Exchanges.

Your Company had entered into a joint venture agreement with Aditya Infotech Limited and incorporated a joint venture Company, AIL Dixon Technologies Private Limited ("ADTPL”) on 8^th February, 2017 as a private limited company. The registered office of ADTPL is situated at B-14 & 15 Phase-II, Gautam Buddha Nagar, Noida, Uttar Pradesh 201305. ADTPL is engaged in the business of manufacturing and selling of security systems including digital video recorders, CCTV cameras, alarms etc., electrical appliances, energy devices, gadgets and components for industrial business and household applications. The manufacturing of the CCTV cameras and digital video recorders is being done from the ADTPL''s manufacturing facility located at Tirupati, Andhra Pradesh. The Commercial production at the Tirupati facility has commenced with effect from 2^ndJanuary, 2018.

Also, your Company has received certification under ISO 14001:2015 by United Registrar of Systems for compliance with environmental management system in the manufacture and supply of washing machines at the factory located at Plot No- C-3/1, Selaqui Industrial Area, Dehradun, Uttarakhand during the year under review.

Further, your Company got registered with Department of scientific & Industry Research (DSIR) on 14^th August, 2017 and the trademark "Dixon” got registered with the Trade Mark registry on 6^th October, 2017 under class 37 and 21^st February, 2018 under class 9.

Your Company has performed well on all fronts. The total turnover and EBIDTA of your Company as well as the entire group has increased.

For further details of State of Company''s affair during the period under review, please refer to the section titled "Management Discussion and Analysis”.

Appropriations

Dividend

The Directors are pleased to recommend the payment of dividend on equity shares at the rate of 20% (H2 per equity share), subject to approval of shareholders at the ensuing Annual general Meeting ("AGM”).

Your Company was included in the list of top five hundred listed entities based on market capitalization as on 31^st March, 2018. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, (the "SEBI Listing Regulations”), your Company had voluntarily formulated and adopted, the Dividend Distribution Policy, which is available on the website of your Company at https://dixoninfo.com/dividend-distribution-policy/.

The Register of Members and Share Transfer Books of your Company shall remain closed from 19^th July, 2018 to 25^th July, 2018 (both days inclusive) for the purpose of payment of final dividend for the financial year ended 31^st March, 2018, and the ensuing Annual General Meeting. The Annual General Meeting is scheduled to be held on 25^th July, 2018.

Transfer to Reserves

The provisions of the Companies Act, 2013 do not mandate any transfer of profits to any Reserve. Your Company has neither transferred nor proposes to transfer any amount to any reserves.

Share Capital Structure

a. Authorized Share Capital

The Authorized Share Capital of your Company was reclassified/ consolidated, at the adjourned ExtraOrdinary General Meeting held on 18^th April, 2017, from H20,00,00,000/- divided into 1,99,95,000 equity shares of RS,10/- each and 5,000/- Preference Shares of H10/-each to H20,00,00,000/- divided into 2,00,00,000 equity shares of RS,10/- each.

Further pursuant to the amalgamation of Dixon Bhurji Moulding Private Limited ("DBMPL”) and Dixon Appliances Private Limited ("DAPL”), Wholly owned subsidiaries with and into your Company vide order of the National Company Law Tribunal dated 13^th April, 2017, the Authorized Share Capital of both the subsidiaries amounting to H4,00,00,000 and H2,00,00,000, respectively were merged into the Authorized Share Capital of the Company.

After the above mentioned modifications, the Authorized Share Capital of your Company is H26,00,00,000 divided into 2,60,00,000 Equity Shares of H10/- each.

b. Paid-up Share Capital

During the year under review, your Company made a fresh issue of 3,39,750 Equity Shares having face value of H10 per share at a price of RS,1766/- per share by way of initial public offer and thereby the Paid Up Share Capital of your Company increased from RS,10,98,53,410 divided into 1,09,85,341 Equity Shares of RS,10/- each to RS,11,32,50,910 divided into 1,13,25,091 Equity Shares of RS,10/- each.

c. Buy Back of Securities or Issue of Securities as Sweat Equity/ Bonus/ Stock Option

During the period under review, your Company has not bought back any of its securities/ has not issued any sweat equity shares / has not Issued any Bonus shares/ has not provided any Stock Option Scheme to its employees, / has not issued any equity shares with differential rights.

Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made there under and no amount of principal or interest was outstanding as at the end of Financial Year 2017-18. There are no unclaimed or unpaid deposits lying with Your Company.

Change in the Nature of Business

Credit Rating

ICRA has revised the Credit ratings of the Company. The details of Revised Credit Ratings revised are as follows:

Type	Date	Facility	Rating	Remarks
Bank Loan Facility	4th October, 2017	Long Term Rating	ICRA A (A plus)	Revised from ICRA A
	4th October, 2017	Short Term Rating	ICRA A1 (A1 plus)	Revised from ICRA A1
Commercial Paper	3rd October, 2017	Commercial Paper	ICRA A1 (A1 plus)	Revised from ICRA A1

There has been no change in the nature of Business of your Company during the year

Consolidation of Financials

In compliance with provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, your Company has prepared Consolidated Financial Statements as per the Accounting Standards on Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report. Further, a statement containing salient features of the financial statements of the subsidiary and Joint Venture companies is disclosed separately and forms part of this Annual Report.

Scheme of Amalgamation

During the year under review, two of your company''s wholly owned subsidiaries- DBMPL and DAPL, were amalgamated with and into your Company pursuant to approval of the Scheme by the National Company Law Tribunal ("NCLT”), Allahabad bench vide its order dated 13^th April, 2017 and registration of the same with the ROC on 20^th April, 2017

The Scheme has become operational with effect from the appointed date, i.e., 1^st April, 2016 ("Appointed Date”).

The rationale of the Scheme was to provide for integration of capabilities, streamlining of administration, effective management system and operational flexibility as the consolidation has resulted in consolidation of business operation of DBMPL and DAPL with that of your Company. The entire business functions of DBMPL and DAPL, including all their properties, assets, rights, title, interests, liabilities, obligations, licenses, litigations and employees stand transferred to and vested in your Company as on the Appointed Date and DBMPL and DAPL stand dissolved without the process of winding up.

Since DBMPL and DAPL were the wholly owned subsidiaries of your Company, no consideration has been paid and the equity shares of DBMPL and DAPL held by your Company stand cancelled. Further, the authorized share capital of DBMPL and DAPL stand transferred to your Company upon the Scheme becoming effective with effect from the Appointed Date.

Subsidiaries, Joint Ventures or Associate Companies

A Joint Venture Company was incorporated on 8^th February, 2017 by the name of AIL Dixon Technologies Private Limited whose business affairs are managed by your Company. In this regard, a joint venture agreement was executed between your Company, Aditya Infotech Limited and AIL Dixon Technologies Private Limited on 8^th May, 2017.

Except as stated above, there were no Companies which became or ceased to be your company''s Subsidiaries, joint ventures or associate companies during the year. As on 31^st March, 2018, your Company had the following Subsidiaries and Joint Venture Companies:

1. M/s Dixon Global Pvt Ltd. ("DGPL”)- Wholly owned Subsidiary

DGPL is authorized to carry on agency business in all its branches and to act as agents for Indian and Foreign principals to, inter-alia, sell, purchase, import and export electrical appliances and gadgets of all kinds.

2. M/s Padget Electronics Private Limited ("PEPL”)- Joint Venture Company with Karbonn Group which comprises of Mr. Pardeep Jain, Mr. Ashish Aggarwal and Mr. Sanjay Jain.

PEPL is engaged in the business of manufacturing, selling, exporting, repairing or dealing in mobile phones of all kinds and related components, parts, spares, devices and accessories.

3. M/s AIL Dixon Technologies Private Limited ("ADTPL”) -Joint Venture with Aditya Infotech Limited.

ADTPL is principally engaged in the business of assembling, manufacturing and selling CCTV security cameras, DVRs, NVRs, IP cameras, cables, power supply video door phones, bio metrics and allied products.

4. The Annual financial performance of the Subsidiary and Joint Ventures are as under:

- DGPL reported a profit of RS,53.56 Lakhs (previous year: RS,82.07 Lakhs)

- PEPL reported a profit of RS,790.18 Lakhs (previous year: RS,586.80 Lakhs)

- ADTPL reported a Loss of RS,(116.08) Lakhs [previous year: RS,(2.33) Lakhs] as this Company recently started commercial production.

Report on performance and financial position of each of the subsidiary, associates and joint venture companies included in the consolidated financial statement in Form AOC 1 forms part of the Financial Statements of your Company.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of your Company and audited accounts of subsidiary are available on the website of your Company at www.dixoninfo.com. These documents will also be available for inspection till the date of Annual General Meeting during business hours on all working days at the registered office of the Company at Noida, Uttar Pradesh, India.

None of the above named Subsidiary and Joint venture Companies declared Dividend in Financial Year 2017-18.

Particulars of Loans, Guarantees or Investments made u/s 186 of the Act

Particulars of loans, guarantees given and investments made during the year in accordance with Section 186 of the Act, forms parts of the Notes to the financial statements provided in this Annual Report.

Related Party Transaction

As per the provisions of the Act and the SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://dixoninfo.com/related-party-transaction-rpt-policy/.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties.

This Policy specifically deals with the review and approval of material related party transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All related party transactions are placed before the Audit Committee for review and approval. Omnibus approval is also obtained for Related Party Transactions on an annual basis for transactions which are of repetitive in nature and/ or entered in the ordinary course of business and/or at arm''s length basis.

All related party transactions/ arrangements that were entered into during the financial year were at an Arm''s length basis or were in Ordinary Course of business.

The Particulars of contracts or arrangements with the related parties as required under Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure- I in Form AOC 2.

Material changes and commitments affecting the Financial Position of your Company and Material changes between the date of the Board Report and end of the Financial Year

The Board of your Company in its Meeting held on 26^th May, 2018, has approved Dixon Technologies(India) Limited-Employees Stock Option Plan-2018 which is subject to approval of members at the ensuing Annual General Meeting.

Further, there have been no Material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial year of your Company to which the Financial Statements relate and the date of Board Report.

Future Outlook

Your Company is into the business of providing Electronic Manufacturing Services and it operates in the constant changing technological environment. Therefore, your company has established 4 pillars to sustain the ever changing market sentiments.

1 Scale: The strategies of your Company across all verticals should focus on utilisation of the Capacity in the most optimum way and to scale up the operations of your Company by increasing the production levels. The increase in scale of operations will increase the cost effectiveness of a Product and ultimately increase the revenue and overall profit margins.

2. Own design Manufacturing (“ODM"): Your Company strives to provide more ODM solutions to its customers. This will give an edge to your Company against its competitors in the Domestic and Global market.

3. Backward Integration: Your Company aims to robust its backward integration segment. Few measures have already been initiated in this respect.

4. New Customer acquisition: Your Company aims to increase its portfolio of Customers across all verticals. Strategically inclined steps have been initiated in this respect.

Corporate Governance

Your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder value.

Your Company is committed to the principles of ''Accountability'', ''Transparency'', and ''Trusteeship'' in its dealing with stakeholders. Accordingly, in its Endeavour to take a balanced care of stakeholders, your Company adheres to good Corporate Governance practices in its business. In terms of SEBI Listing Regulations a separate section title "Corporate Governance Report” with a compliance report on corporate governance and a certificate from M/s. Shirin Bhatt & Associates, Company Secretaries, Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance, forms part of this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Details of attendance of Directors at Board Meetings of your Company held during the year under review are as follows:

Name of the Director	Category	Nos. of meetings attended	Leave of absence
Mr. Sunil Vachani	Executive Chairman	8	2
Mr. Atul B. Lall	Managing Director	9	1
Dr. R. C Chopra	Independent Director	8	2
*Mr. Vishal Gupta	Director	-	-
Dr. Manuji Zarabi	Independent Director	9	1
Ms. Poornima Shenoy	Independent Director	6	4
Mr. Manoj Maheshwari	Independent Director	9	1

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The necessary quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Act.

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 201718 and attendance of the Directors at such meeting is provided in the Corporate Governance Report.

Board of Directors, Its Committees and Meetings thereof

The Board of Directors (the "Board”) is at the core of your Company''s Corporate Governance practices and oversees how management serves and protects the long term interest of its stakeholders. It brings strategic guidance, leadership and an Independent view to your Company''s Management whilst discharging its fiduciary responsibilities, thereby ensuring that Management adheres to the highest standards of ethics, transparency and disclosure.

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executive and Independent Directors including one woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by five Committees viz. Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee, Executive Committee of the Board. The Initial Public Offer ("IPO”) Committee of Board which was constituted to facilitate IPO of your Company, was dissolved by the Board with effect from 07^th February, 2018.

Minimum one meeting of the Board of Directors is held in each quarter of the Financial Year. The meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of your Company

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met Ten (10) times during the Financial Year 2017-18 i.e. 3^rd May, 2017, 18^th May, 2017, 13^th July, 2017, 10^th August, 2017, 22^nd August, 2017, 11^thSeptember, 2017, 14^th September, 2017, 14^th November, 2017, 07^th February, 2018 and 30^th March, 2018.

Committees of the Board

Audit Committee

The Board had duly constituted Audit Committee which is in line with the provisions of the Act, read with SEBI Listing Regulations.

Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a member of Audit Committee effective 3^rd May, 2017. Further, Mr. Manoj Maheshwari has been appointed as Independent Director on 3^rd May, 2017. The Board re-constituted the Audit Committee on 3^rd May, 2017 in accordance with the requirements of the Act, and other applicable provisions with Mr. Manoj Maheshwari as its Chairperson.

As on 31^st March, 2018 the Committee comprises of three Independent Director viz. Mr. Manoj Maheshwari (Chairperson), Dr. R.C. Chopra, Dr. Manuji Zarabi.

All members of Audit Committee are financially literate. The Audit Committee met Six (6) times during the financial year 2017-18 on 2^nd May, 2017, 13^th July, 2017, 10^th August, 2017, 14^th November, 2017, 07^th February, 2018 and 30^th March, 2018. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The terms of reference and other details with respect to Audit Committee are enumerated under the "Corporate Governance Report” which forms part of this Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board at its Meeting held on 20^th September, 2016.

Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a member of Nomination and Remuneration Committee effective 3^rdMay, 2017. The Board re-constituted the Nomination and Remuneration Committee on 3^rd May, 2017 in accordance with the requirements of the Act, and other applicable provisions.

As on 31^st March, 2018 the Committee comprises of 1 (One) Executive Director viz. Mr. Sunil Vachani and 3 (Three) Independent Directors viz. Ms. Poornima Shenoy (Chairperson), Dr. Manuji Zarabi and Mr. Manoj Maheshwari.

The Nomination and Remuneration Committee met 3 (Three) times during the financial year 2017-18 on 2^nd May, 2017, 14^th November, 2017 and 30^th March, 2018.

The terms of reference and other details with respect to Nomination and Remuneration Committee are enumerated under the "Corporate Governance Report” which forms part of this Annual Report.

Corporate Social Responsibility Committee

The Board had constituted the Corporate Social Responsibility ("CSR”) Committee as per provisions of Section 135 of the Act. The Committee looks after the functions as enumerated under Act.

Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a member of CSR Committee effective 3^rd May, 2017.

As on 31^st March, 2018 the Committee comprises of two Executive Directors , viz. Mr. Sunil Vachani (Chairperson) and Mr. Atul B Lall and one Independent Director viz. Dr R.C. Chopra.

The CSR Committee met Three (3) times during the financial year 2017-18 on 13^th July, 2017, 14^th November, 2017 and 7^th February, 2018.

The terms of reference and other details with respect to CSR Committee are enumerated under the "Corporate Governance Report” which forms part of this Annual Report.

Stakeholders’ Relationship Committee

The Stakeholders'' Relationship Committee was constituted by the Board at its Meeting held on 6^th March, 2017.

Mr. Vishal Gupta resigned from the Directorship and consequentially ceased as a member of Stakeholders'' Relationship Committee effective 3^rdMay, 2017.

As on 31^st March, 2018 the Committee comprises of two Executive Directors, viz. Mr. Sunil Vachani and Mr. Atul B Lall and one Independent Director viz. Dr. Manuji Zarabi (Chairperson).

The Stakeholders'' Relationship Committee met two (2) times during the financial year 2017-18 viz. on 14^th November, 2017 and 7^th February, 2018.

The terms of reference and other details with respect to Stakeholders'' Relationship Committee are enumerated under the "Corporate Governance Report” which forms part of this Annual Report.

Executive Committee

Your board has constituted the Executive Committee which undertakes matters related to day to day affairs of your Company. The Committee comprises of two Executive Directors , viz. Mr. Sunil Vachani and Mr. Atul B Lall who are members of this Committee as on 31^st March,2018.

IPO Committee

Your Board had constituted the IPO (Initial Public Offer) Committee which was formed specifically for matters related to IPO of your Company. The IPO Committee comprised of two Executive Directors viz. Mr. Sunil Vachani, Mr. Atul B Lall and two Independent Directors viz. Dr. Manuji Zarabi and Mr Manoj Maheshwari.

Further, with the completion of the IPO of your Company successfully and purpose for which the Committee was formed being met, the Board at its Meeting held on 7^th February, 2018 had dissolved the Committee with effect from the said date.

Vigil Mechanism

Your Company has a Whistle Blower Policy which provides a vigil mechanism for dealing with instances of fraud and mismanagement. The Board has adopted a "Whistle Blower Policy” which is overseen by the Audit Committee. Through the said Policy, Directors and employees can report concerns of unethical behavior, actual or suspected fraud or violation of the Company''s ''Code of Conduct''.

Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee. There was no complaint received through the said mechanism during the FY 2017-18.

The Whistle Blower Policy has also been uploaded on the website of your Company at www.dixoninfo.com.

Risk Management

While the business risk is associated with operating environment, ownership structure, Management, System & Policy, the financial risk lies in Asset Quality, Liquidity Profitability and Capital Adequacy. Your company recognizes these risks and makes best effort to mitigate them in time and ensure that your Company accepts risks based on the risk appetite of the organization. Risk Management is also an integral part of your Company''s business strategy. Business Risk Evaluation and Management is an ongoing process within the Organization. Your Company has adopted a Risk Management Policy and the same is available on the website of the Company and can be accessed at : https://dixoninfo. com/risk-management-policy/ .

In the opinion of the Board, there are no risks that may threaten the existence of your Company

Adequacy of Internal Controls and Compliance with Laws

Your Company has adequate Internal Control Systems both financial and otherwise commensurate with the size and nature of its business. Corporate Policies, Management Information and well defined reporting systems form part of overall control mechanism. In order to supplement the Internal Control process, your Company has engaged the services of M/s S S Kothari Mehta and Co., Chartered Accountants, to function as Internal Auditors.

Also, the Corporate Affairs Department ensures that your Company conducts its businesses with high standards of compliance in legal, statutory and regulatory. Your Company has instituted an online legal Compliance Management System in conformity with the best Industry standards which gives the compliance status on real time basis.

Also, the Audit Committee of the Board, which is required to assess the adequacy and compliance of Internal Control process, provide their Action taken Report which includes the Committee''s observation and recommendations. The said Committee regularly, at its Meeting, reviews the status of such Action taken reports.

Significant and Material orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT 9 is annexed herewith as Annexure-II.

Directors and Key Managerial Personnel who were appointed or have resigned during the year

BOARD OF DIRECTORS- Details pursuant to Section 149, Section 152 and section 168 of the Act
Name of Director	Designation	Appointed/Resigned/ Regularized/re-appointed	Date of Board Meeting/ Annual General Meeting/ Extra Ordinary General Meeting	Remarks	Director liable to Retire by Rotation
Mr. Sunil Vachani (DIN: 00025431)	Executive Chairman and Whole Time Director	Appointed as Whole Time Director and subsequently re-appointed to the extent of his office being liable to be retire by rotation.	EGM held on 5th May , 2017 AGM held on 08th August, 2017(Re-appointment)		Yes
Mr. Atul B. Lall (DIN:00781436)	Managing Director	Re-appointed as Managing Director	EGM held on 5th May , 2017		Yes. A brief Profile has been provided in Corporate Governance Report
Dr. R.C. Chopra (DIN:01525964)	Independent Director	Re-appointed	EGM held on 1st April, 2017		Not Applicable
Dr. Manuji Zarabi (DIN:00648928)	Independent Director	Regularized	EGM held on 1st April, 2017	He was appointed as Additional Director on 23rd February, 2017	Not Applicable
Mr. Manoj Maheshwari (DIN:02581704)	Independent Director	Appointed at Board Meeting dated 3rdMay, 2017. Regularized at EGM held on 5th May, 2017	EGM held on 5th May , 2017	He was appointed as Additional Director w.e.f. May 3rd may, 2017	Not Applicable
Ms. Poornima Shenoy (DIN:02270175)	Independent Director	Regularized	EGM held on 1st April, 2017	She was appointed as Additional Director on 23rd February, 2017	Not Applicable
Mr. Vishal Gupta (DIN:02368313)	Non-Executive Director	Resignation	Board meeting held on 3rdMay, 2017	He resigned by way of Letter dated 17th April, 2017 effective from the date of acceptance by the Board	Not Applicable

The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. Vishal Gupta and guidance extended by him during his tenure as Director of the Company.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, as on 31^st March, 2018 Mr. Sunil Vachani, Executive Chairman, Mr. Atul B Lall, Managing Director, Mr. Gopal Jagwan, Chief Financial Officer and Mr. Ashish Kumar, Group Company Secretary and Compliance Officer are the KMPs of Your Company.

Name of KMP	Designation	Details of Meetings for Appointment/ Resignation	Remarks
Mr. Sunil Vachani (DIN: 00025431)	Executive Chairman	EGM held on 5th May , 2017	Appointed as Whole Time Director
Mr. Atul B. Lall (DIN:00781436)	Managing Director	EGM held on 5th May , 2017	Appointed as Managing Director

Mr. Gopal Jagwan, Chief Financial Officer and Mr. Ashish Kumar, Gr. Company Secretary and Compliance Officer were the Key Managerial Personnel of the Company in their respective capacity during the year

Further, your Company has appointed Mr. Saurabh Gupta as a Chief Financial Officer of the Company effective 4^th May, 2018 in place of Mr. Gopal Jagwan. Mr. Gopal Jagwan is heading "New project and Government liaisoning” and Mr. Saurabh Gupta is designated as Key Managerial Personnel effective the same date.

Directors Liable to Retire by Rotation

In accordance with the provisions of the Act, not less than 2/3^rd (Two-third) of the total number of Directors (other than Independent Directors) shall be liable to retire by rotation. Accordingly, pursuant to the Act read with Articles of Association of your Company, Mr. Atul B. Lall (DIN: 00781436) is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Declaration of Independent Director of the Company

The Board of your Company, as on 31^st March, 2018 comprises of Six Directors, out of which four Directors are Independent Directors. All the Independent Directors are appointed on the Board of Your Company in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors of your Company confirming that they continue to meet the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(b) of the SEBI Listing Regulations.

Familiarization Programme for the Independent Directors

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of your Company, nature of the industry in which your Company operates, business model etc. The details of the familiarization programme are explained in the Corporate Governance Report. The same is also available on the website of the Company and can be accessed at web link https://dixoninfo.com/code-for-independent-director-and-familiarization-programme/.

Board and Director’s Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, Annual evaluation of the Board, its Committees and individual Directors has been carried out on the basis of Guidance Note on Board Evaluation issued by SEBI.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Executive Chairman and Managing Director was carried out by the Independent Directors. The directors have expressed their satisfaction with the evaluation process.

Separate Meeting of Independent Directors

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 30^th March, 2018, without the attendance of non-independent Directors and members of Management.

In addition, your Company encourages regular separate meetings of its independent directors to update them on strategies of your Company. At such meetings, the Head of the Departments of your Company make presentations with respect to the Vertical which they are heading. Such Meeting was conducted on 4^th May, 2018.

Auditors & Auditors’ Report Statutory Auditors

M/s Singhi & Co., Chartered Accountants (FRN No-302049E) retire at the ensuing Annual General Meeting and are not eligible for re-appointment in view of the provisions of the Act for mandatory rotation of Statutory auditors. The Audit Committee and the Board of Directors at their respective Meetings held on 26^th May, 2018 have recommended the appointment of M/s S. N. Dhawan & Co LLP (Firm registration number: 000050N/N500045) as Statutory Auditors of your Company for a period of five years from the conclusion of the ensuing Annual General Meeting in compliance with section 139 of the Act upon receipt of confirmation that their appointment will be within the limits prescribed under section 141 of the Act.

Further, M/s Singhi & Co., Chartered Accountants, present Statutory Auditors'' have given their Report on the Financial Statements which are self-explanatory and which do not call for any further clarifications. There has been no qualification, reservation or adverse remarks made by the present Auditor in their report for the Financial Year ended 31^st March, 2018 (Standalone and Consolidated). The Auditor''s Report is unmodified i.e. it does not contain any qualification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at their meeting held on 14^th November, 2017 appointed M/s Shirin Bhatt & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of your Company.

The Secretarial Audit Report is annexed herewith as Annexure -III.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s S S Kothari Mehta & Co, Chartered Accountants perform the duties of internal auditors of your Company and their report is reviewed by the Audit committee quarterly

Cost Audit & Cost Auditors

In terms of the Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor

The Board of Directors appointed M/s A.N. Satija & Co., Cost Accountants, Delhi (Regn. No. 100267) as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2017-18. The Cost Audit Report for the FY 2017-18 will be filed with the Ministry of Corporate Affairs.

Corporate Social Responsibility (CSR)

Your Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.

Your Company has a duly constituted CSR Committee, which is responsible for fulfilling the CSR objectives of your Company. The composition of CSR committee is as stated elsewhere in this report.

The Board of Directors have adopted a CSR policy which is in line with the provisions of the Companies Act, 2013. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment. The policy can be accessed at the following Link: https:// dixoninfo.com/corporate-social-responsibility/

The CSR policy, inter-alia, deals with the objectives of your Company''s CSR initiatives, its guiding principles, thrust areas, responsibilities of the CSR Committee, implementation plan and reporting framework. The thrust areas of your Company''s CSR activities and some of the key initiatives during the year under review are as under:

a. eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water including contribution to the Swachh Bharat Kosh;

b. promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently able and livelihood enhancement projects;

c. promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

Annual Report on Corporate Social Responsibility Activities of the Company is enclosed as Annexure -IV and forms part of this report.

Business Responsibility Report

The SEBI Listing Regulations mandates the top 500 listed companies by market capitalization, to give Business Responsibility Report ("BR Report”) in their Annual Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective in the format specified by the SEBI.

The concept of Business Responsibility Report lays down nine (9) core principles which a Listed Company shall follow while undertaking its business operations. In terms of aforesaid Regulations, a separate section on "Business Responsibility Report” with a detailed compliance report forms part of this Annual Report and is enclosed as Annexure- V.

Conservation of Energy, Technology, Absorption And Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure-VI.

Green Initiative

Your Company has implemented the "Green Initiative” to enable electronic delivery of notice/documents/ annual reports to shareholders. Electronic copies of the Annual Report and notice of the 25^th Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members, who have not registered their e-mail addresses, physical copies of the Annual Report and the Notice of the 25^th Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Group Company Secretary and Compliance Officer. at investor relations@ dixoninfo.com.

Your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 25^th Annual General Meeting. This is pursuant to Section 108 of the Act, read with relevant rules thereon. The instructions for e-voting are provided in the Notice of the Annual General Meeting.

In furtherance of the aforesaid principle of "Green Initiative”, your Company has decided to forego the practice of printing financial statements of its subsidiary as part of the Company''s Annual Report with a view to help the environment by reducing paper consumption as it results in reduced carbon footprint for the Company. However, the audited financial statements of the subsidiary are available on our website www.dixoninfo.com. These documents will also be available for inspection during business hours on all working days at our registered office.

Human Resources

People remain the most valuable asset of your Company Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

Your Company recognizes people as its most valuable asset and your Company has kept a sharp focus on Employee

Engagement. Your Company''s Human Resource is commensurate with the size, nature and operations of your Company. As on 31^st March, 2018, your Company has 780 permanent employees and 2399 contract labour

Company''s Industrial Relations continued to be harmonious during the period under review.

Particulars of Employees and Remuneration

The disclosure required to be furnished pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

1. The ratio of remuneration of each Director to the Median Remuneration of all employees of the Company for the financial year, who were on the payroll of the Company and the percentage increase in remuneration of the Directors during the financial year 2017-18 are given below:

Directors	Ratio of Remuneration of each Director to Median Remuneration of Employees	Percentage Increase( ) / Decrease (-) in Remuneration during the FY 2017-18 over 2016-17
Mr. Sunil Vachani (DIN: 00025431)	91.4%.	15%

2. Mr. Vishal Gupta had resigned from the Directorship w.e.f. 3^rd May, 2017. Also, Dr. R.C. Chopra, Dr. Manuji Zarabi, Mr. Manoj Maheshwari and Ms. Poornima Shenoy, Independent Directors were paid only sitting fee.

3. The percentage of increase in remuneration of CFO and the CS are 15% & 0 %, respectively. The percentage increase in the median remuneration of employees in the financial year: 15%

4. The number of permanent employees on the rolls of the Company: 780.

5. 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 and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The percentage increase in the salaries of employees other than the managerial personnel in the last financial year is 13.8%, as against increase of 15% in the remuneration of the Executive Chairman and Managing Director. The increment given to each individual employee is based on the employee''s potential, experience as also their performance and contribution to the Company''s progress over a period of time.

6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required to be furnished pursuant to Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. However, as per the provisions of Section 136 (1) of the Act, the reports and accounts are being sent to all the Members of your Company excluding the statement of particulars of employees. In terms of Section 136 of the Act, the said Statement is open for inspection at the Registered Office of the Company. Any shareholders interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

Director’s Appointment And Remuneration Policy

Your Company''s policy on directors'' appointment and remuneration includes criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

Your Company has adopted a comprehensive policy on Nomination and Remuneration of Directors and Key Managerial Personnel on the Board. As per said policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The policy can be accessed at the following Link: http://www.dixoninfo.com/nomination-and-remuneration-policy/.

Disclosures Under Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under

The policy aims at prevention of harassment of women at workplace and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any complaint of sexual harassment at workplace during the year under review.

Reporting of fraud by Auditors other than those which are reportable to the Central Government

There have been no instances of fraud reported by the Statutory Auditors or Internal Auditors under Section 143(12) of the Act and Rules framed there under either to the Audit Committee, the Board of Directors or to the Central Government.

Disclosure in Respect of Voting Rights not Exercised Directly by Employees

No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of your Company as the provisions of the said Section are not applicable.

Changes in Memorandum of Association

Following key changes have been made in the Memorandum and Articles of Association of Your Company during the year under review and at the date of writing this report:

Date of
Shareholders’
resolution, unless
otherwise specified	Nature of Amendment
18th April, 2017	Amendment to Clause I of the Memorandum of Association for deletion of the word "Private” and
	the consequent change in the name of Your Company to Dixon Technologies (India) Limited
	Deletion of Clause III(A)(3) of the Memorandum of Association which read as follows:
	"To buy, sell, deal in shares and securities, foreign exchange, gold, silver, cotton, jute, hessian, oil,
	oils-seeds and hold them as permitted under the law, from time to time in force.”
	Amendment to Clause V of the Memorandum of Association to reflect the re-classification of the
	authorized share capital of our Company from H200.00 million divided into 19,995,000 Equity
	Shares and 5,000 Preference Shares to H200.00 million divided into 20,000,000 Equity Shares

Date of Shareholders’ resolution, unless otherwise specified

Nature of Amendment

20th April, 2017

Amendment to Clause V of the Memorandum of Association to reflect the increase in the authorized share capital of Your Company from H200.00 million divided into 20,000,000 Equity Shares to H260.00 million divided into 26,000,000 Equity Shares due to the transfer and addition of the authorized share capital of DAPL and DBMPL to the authorized share capital of Your Company pursuant to the Scheme of amalgamation.

Explanation for Deviation(s)/Variation(s) in use of proceeds from objects stated in offer document

Pursuant to Regulation 32(4) of SEBI Listing Regulations, your Directors confirm that there has been no deviation(s) / variation(s) in the use of proceeds from the Objects stated in the Prospectus dated 11^th September, 2017. The Statement of utilization of Initial Public Offer proceeds forms parts of the Financial Statements.

Compliance of Applicable Secretarial Standard

During the reporting financial year, your Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Awards & Recognitions

Calendar year	Awards and accreditations
2017	ISO 14001:2015 by United Registrar of Systems for compliance with environmental management system in the manufacture and supply of washing machines at Plot No. C-3/1, Selaqui Industrial, Dehradun, Uttarakhand.
2017	The Company got registered with Department of scientific & Industry Research ( DSIR ) on 14th August, 2017
2017	The trademark "Dixon” got registered with the Trade Mark registry on 6th October, 2017 under class 37.
2018	The trademark "Dixon” got registered with the Trade Mark registry on 21st February, 2018 under class 9.
2018	The Company received an appreciation award from Public Relations Council of India ("PRCI”) at the 8th Annual Corporate Collateral Awards 2018 in the category of Corporate Film. The said award was received in the month of March''18.
2018	The Company received a certificate dated 28th February, 2018 from IESA VISION SUMMIT for the stellar success of IPO.
2018	The Company received an award dated 11th April, 2018 from PHILIPS LIGHTING at Go for Growth Supplier Event India 2018. The award is for "Recognized for: Greater Together”.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors have 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 preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31^st March, 2018, 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;

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgment

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The

Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of Board of Directors

For Dixon Technologies (India) Limited

Sd/- Sd/-

Sunil Vachani Atul B Lall

Place : Noida (Executive Chairman) (Managing Director)

Date : 26^th May, 2018 DIN:00025431 DIN: 00781436