dixon technologies india ltd Directors report

Dear Member(s),

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

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

The Companys financial results are as under:

( Rs. in Lakhs)

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

Overview and State of Companys Affairs

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

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

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

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

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

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

Moreover, your company has also shown its intention of forming a Joint Venture Company that will undertake Research

& Development, product designing, supply chain of multiple product categories like smart phones, IT Hardware products, IOT based products and other similar devices that facilitate voice and data communications for domestic and international market.

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

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

Appropriations

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

The Board of Directors of your Company had approved and adopted the Dividend Distribution Policy containing all the necessary details as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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/json/dixon/codes-policy/Dixon_dividend-distribution-policy.pdf There has been no change in the said policy during the period under review.

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

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

Transfer to Reserves

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

Share Capital Structure

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

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

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

Employees Stock Options (ESOPs)

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

DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN- 2020 ("DIXON ESOP 2020")

The members of your Company at 27^th Annual General Meeting held on 29^th September, 2020 approved DIXON TECHNOLOGIES (INDIA) LIMITED- EMPLOYEE STOCK OPTION PLAN- 2020

("DIXON ESOP 2020") for the present and/or future permanent employees of your Company and its present and future subsidiary

Company (ies) ("employees"). The Board had approved the constitution of ‘share allotment committee to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2020. During the year under review, the share allotment committee allotted 2,18,230 equity shares of Rs. 2/- each pursuant to exercise of employee stock options by eligible employees under DIXON ESOP 2020.

DIXON TECHNOLOGIES (INDIA) LIMITED EMPLOYEE STOCK OPTION PLAN-2018 ("DIXON ESOP 2018")

At the 25^th Annual General Meeting of your Company held on 25^th July, 2018, the Members had approved DIXON TECHNOLOGIES (INDIA) LIMITED-EMPLOYEE STOCK OPTION PLAN, 2018 ("Dixon ESOP 2018"). The Board had approved the constitution of ‘share allotment committee to allot shares, in one or more tranches to the employees of your Company and its subsidiaries pursuant to exercise of stock options vested with them in accordance with DIXON ESOP 2018. During the year under review, no shares have been allotted by the Company under DIXON ESOP 2018.

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

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

Credit Ratings

The details of Credit Ratings as provided by ICRA Limited are as follows:

Type	Date	Facility	Rating	Remarks
Bank Loan Facility	26th August, 2022 Re- afirmed	Fund based and non-fund based	Long term ICRA AA - (Stable); Short Term ICRA A1+	Long term and short term rating were re-afirmed and assigned for enhanced limits.
Commercial paper	26th August, 2022 Re- afirmed	Commercial Paper	ICRA A1+	Re-afirmed

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

Investor Education and Protection Fund

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

Deposits

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year 2022-23. There were no unclaimed or unpaid deposits lying with your Company.

Change in the Nature of Business

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

Consolidation of Financials

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

Subsidiaries, Joint Ventures or Associate Companies and their financial performances

1. Dixon Global Private Limited

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

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

DGPL reported a loss of Rs. 64.68 Lakhs in F.Y. 2022-23

(previous year profit: Rs. 131.20 Lakhs).

2. Padget Electronics Private Limited

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

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

PEPL reported a profit of Rs. 3773.55 Lakhs in F.Y. 2022-23

(previous year profit: Rs. 2865.35 Lakhs).

3. AIL Dixon Technologies Private Limited

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

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

ADTPL reported a Profit of Rs. 1900.11 Lakhs in F.Y. 2022-23

(previous year profit: Rs. 1798.54 Lakhs).

4. 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.

It has reported a loss of Rs. 169.69 Lakhs in F.Y. 2022-23

(previous year profit: Rs. 102.35 Lakhs)

5. 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 Rs. 1.02 Lakhs in F.Y. 2022-23 (previous year loss: Rs. 21.27 Lakhs)

6. 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 loss of Rs. 8.25 Lakhs in F.Y. 2022-23 (previous year loss: Rs. 2.63 Lakhs)

7. 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 Rs. 588.55 Lakhs in F.Y. 2022-23

(previous year loss: Rs. 14.86 Lakhs)

8. Califonix Tech and Manufacturing Private Limited

CalifonixTechandManufacturingPrivateLimited("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.

During FY 2022-23, it has reported a loss of Rs. 146 Lakhs.

9. 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. The Company is yet to commence its business.

It has reported a loss of Rs. 0.12 Lakhs in FY 2022-23.

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 apart from AIL Dixon Technologies Private Limited ("ADTPL") had declared any Dividend during the Financial Year 2022-23. AIL Dixon declared an Interim dividend of Rs. 3/- per equity share of Rs. 10/- each amounting to Rs. 5.70 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 Companys Audit Committee;

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

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

The Companys Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at https://dixoninfo.com/json/dixon/codes-policy/ Policy%20on%20Material%20Subsidiary.pdf

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

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

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

Related Party Transaction

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

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

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

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

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

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

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

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

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

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

Future Outlook

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

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

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

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

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

Corporate Governance

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

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

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

Board of Directors, Its Committees and Meetings thereof

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

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

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

Your Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of Executive, Non-Executive and Independent Directors including one Woman Director. The Board provides strategic guidance and direction to your Company in achieving its business objectives and protecting the interest of the stakeholders. Your Board is also supported by Eight Committees Viz. Audit Committee, Nomination

& Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Executive Committee of the Board, Risk Management Committee, Share Allotment Committee and Research & Development Committee.

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

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

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

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2022-23 and attendance of the Directors at such meeting is provided in the section "Board of Directors" of "Corporate Governance Report".

Committees of the Board

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

a. Audit Committee b. Nomination and Remuneration Committee c. Corporate Social Responsibility Committee d. Stakeholders Relationship Committee e. Risk Management Committee f. Executive Committee g. Share Allotment Committee

h. Research & Development Committee

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

Management Discussion and Analysis Report

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

Vigil Mechanism

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

Risk Management Committee/ Policy

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

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

Risk Management is also an integral part of your Companys business strategy. Business Risk Evaluation and Management is an ongoing process within the Organization. The same is available on the website of the Company and can be accessed at: https://dixoninfo.com/json/dixon/codes-policy/Risk%20 Management%20Policy%20-%2018062022.pdf.

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

a. Using firewalls on the network.

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

c. Company has a Strong password policy.

d. Automatic backup is scheduled for critical users.

e. Educating users by sending Information like Security Policy of the Company and email awareness mail periodically. f. External drives are blocked. g. Data Linkage Protection (DLP) installed across all systems.

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

Adequacy of Internal Controls systems and Compliance with Laws

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

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

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys 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 Companys operations in future.

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

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

Annual Return

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

The link to access Annual Return for previous Financial year 2021-22 is https://dixoninfo.com/json/dixon/annual-general-meeting/ Signed%20MGT-7%20of%20DTIL%20FY%202021-22.pdf

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

Directors

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

Key Managerial Personnel ("KMPs")

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

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

Directors Liable to Retire by Rotation

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

Declaration of Independent Directors of the Company

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

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

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

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

Familiarization Programme for the Independent Directors

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

Board and Directors 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 Committees self-evaluation questionnaires were circulated to the Board members and respective Committee members and an online link was also provided to the Board members and respective Committee members wherein an option was provided to the Board and committee members to fill in the said questionnaires online.

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

Separate Meeting of Independent Directors

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

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

Auditors & Auditors Report

Statutory Auditors

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

Corporate Social Responsibility (CSR)

Your Company has been constantly working towards promoting the welfare of the under-represented and underserved communities and aspire to add value to the communities in which we operate through our efforts. Your Company invests in the areas of education, healthcare, welfare of helpless old and other oppressed people of society, inclusion and livelihood through non-profits and social enterprises. Your Companys 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/json/dixon/codes-policy/ Corporate-Social-Responsibility-Policy.pdf

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

Business Responsibility and Sustainability Report (BRSR)

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

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

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

Environmental, Social and Governance ("ESG")

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

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

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

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

Green Initiative

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

Pursuant to the provisions of Section 108 of the Act and rules made thereunder, your Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of 30^th Annual General Meeting beginning from 9:00 a.m. on 26^th September, 2023 (Tuesday) till 5:00 p.m. on 28^th September, 2023 (Thursday). The instructions for e-voting are provided in the Notice of the Annual General Meeting. In furtherance of the aforesaid principle of "Green Initiative", your Company has decided to forego the practice of printing financial statements of its subsidiary as part of the Companys Annual Report with a view to help the environment by reducing paper consumption. However, the audited financial statements of the subsidiary(ies) along with Auditors Report thereon are available on our website www. dixoninfo.com

Human Resources

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

1. 2 Days Yoga Workshop

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

3. Health, Eye, Dental and Dietician Camps

4. Self Defence Workshop for female employees

5. Monthly Birthday celebrations

6. Workshop on 351 mindset to improve life

7. Corporate Family Day

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

From time to time your company has been organizing Health, Eye, Dental and Dietician camps for its employees to inculcate the importance of health in every days 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:

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

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

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

Awards and Accreditations

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

Also, Mr. Atul B. Lall, Vice Chairman and Managing Director of the Company has been bestowed with the ‘Man of Electronics Award, 2022 by CEAMA.

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.

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

Directors Appointment and Remuneration Policy

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

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

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

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

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

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

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

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

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

Reporting of Fraud By auditors

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

Disclosure in Respect of Voting Rights not Exercised Directly By Employees

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

Compliance of Applicable Secretarial Standard

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

Listing on Stock Exchanges

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

Directors Responsibility Statement

In terms of Section 134(5) of the Act, your directors hereby confirm that: a. in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts for the financial year ended 31^st March, 2023, on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Key Financial Ratios

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

Acknowledgment

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

By the order of the Board

For Dixon Technologies (India) Limited

	Sd/-	Sd/-
	Sunil Vachani	Atul B. Lall
Date: 25th July, 2023	Executive Chairman	Vice Chairman &Managing Director
Place: Noida	DIN:00025431	DIN:00781436