Dixon Technologies (India) Ltd

Dear Member(s),

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:

(H in Lakhs)

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:

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 stateme

Credit Ratings

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

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).

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)

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)

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)

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.

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).

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).

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)

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.

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

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 investorrelations@dixoninfo.com 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.