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:

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.

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:

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:

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).

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)

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)

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).

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)

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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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).

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)

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)

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
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://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:

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

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