dixon technologies india ltd Management discussions

Global EMS Industry

The global EMS market was estimated at USD 880 billion in 2021 and is expected to grow at a CAGR of 5.4% to reach USD 1,145 Billion in CY 2026. The global EMS market witnessed a period of steady growth till CY 2018, riding on the wave of increased outsourcing activities from OEMs and increasing electronics content.

EMS industry recorded a 3.4 % decline in CY 2020. Impact on the industry was expected to be higher; however certain factors worked in favour of the industry. These factors include (i) the pent-up demand created by the need for life-sustaining medical devices, (ii) the work-from-home economy, which created demand for smartphones, tablets, and laptops, and (iii) the push for climate change, which created demand for digitalization or digital software/products/solutions that can track, monitor, measure and verify sustainability initiatives.

EMS companies are equipped to provide a gamut of services which include design, assembly, manufacturing, and testing of electronic components for brands. These companies can be contracted at different points in the manufacturing process. While large EMS companies have the capability to offer an entire range of services starting from design, sourcing of components, assembly, and testing (also known as ODM), small and mid-size EMS companies offer primarily assembly and testing services.

	Range of services offered by EMS companies globally
Procure component from select vendor & do fabrication work manufacturing	Component & Sourcing	Electronics Manufacturing Services	Manufacturing & assembly of electronic products Manufacturing Delivery of finished goods Logistic
Conceptualizing & design electronic products	Product Design & development	After Sales	Repair & remanufacturing process

Indian EMS market

The total addressable EMS market in India was valued at Rs. 3,372 bn ($ 45 bn) in FY22, and is expected to grow to Rs. 7,504 bn ($ 101 bn) in FY26 with a CAGR of 22%. However, the contribution of Indian EMS companies is around 44%, which is valued at Rs. 1,469 bn ($ 20 bn) in FY22, which is expected to grow at 32% CAGR to reach Rs. 4,502 bn ($ 60 bn) by FY26.

Indian EMS market, value in Rs. billion, FY22 -FY26E

India is positioned as a destination for high-quality design work, not merely as a low-cost alternative. Many multinational companies have established and expanded captive centres in the country.. Many EMS players are gradually expanding to provide complete design services in addition to contract manufacturing/ original equipment manufacturing. Embracing ODM model of partnership with EMS partners coupled with venturing into new product segments is propelling brands to pursue EMS engagement. High volumes will influence EMS/ODM to bring in the component ecosystem locally and enhance domestic capabilities of component sourcing thus making the electronics ecosystem stronger.

A strong consumer economy with increasing demand for consumer and industrial electronics has driven the Indian EMS sector into the forefront. Domestic electronics production in India has received a lot of attention from both industry and the government, owing to the necessity for import substitution. Favourable policy initiatives in recent years, as well as changes in the global manufacturing environment, have drawn attention to India as a preferred destination for electronics manufacturing investments.

Segment overview

Consumer electronics

Television is one of Indias fastest growing consumer electronics products. The penetration level in India is approximately around 65%, which is the largest among consumer electronics. The penetration level in Indian households is increasing due to lower manufacturing costs and increased customer affordability. Households in India are on the verge of a transformation, with a shift in choice away from conventional television sets toward smart television sets. The middle-class populations lifestyle is changing as a result of rising income levels, increased awareness, acceptance of new technology, and increased internet coverage.

The Indian television market size was estimated to be 20.2 million units by sales in FY 22 with the penetration level of around 65%. Further the market is expected to grow at a CAGR of 11% & expected to reach 30.4 million units by FY26.

Dixon is the one of the largest LED TV manufacturer in India with annual capacity of 6.5 Million units p.a including backward integration in LCM and SMT lines which is the largest capacity in

India catering to around 30% of Indias requirement. During the year we have received the ODM sub licensing rights with Google relating to Android & Google TV 60-65% of the Indian market is on this platform. Also we are starting injection moulding & investing in LED bar SMT line in line with our continued focus on backward integration strategy to deepen the level of manufacturing in India.

We are also exploring newer products such as commercial displays used in public advertisement & Information displays & Interactive boards for use in educational institutes and offices.

The consumer electronics segment contributed 35% of the total Companys revenue. For the FY 22-23, revenue was Rs. 4,278 Crores with an operating profit of Rs. 131 Crores,

Revenue (J Crore)

In FY 22-23, our company received exports orders for a new customer in UAE in Q3 and Q4 of FY 22-23 & also we have received our first Export order from a customer in Germany, which will be executed in FY 23-24.

In the last year we had acquired Smart Lighting products based on the Bluetooth Mesh technology from iBahn Illuminations, which will be launched in Q2 of FY 23-24

We have already met our threshold investment in FY 2022-23 under the PLI scheme for "LED Lighting Components" in line with our backward integration strategy, which will make us even more cost competitive & the new plant for LED Lighting Components

The lighting segment contributed 9 % of the total Companys revenue. For FY22-23, Revenue was Rs. 1,055 Crore with an operating profit of Rs. 91 Crores.

The major customers in this segment are Signify, Panasonic, Wipro, Bajaj, Syska, Orient, Polycab, Luminous, Crompton etc.

Revenue (J Crore)

Dixon has marquee customers including both domestic & Global brands. The major customers in this segment are Xiaomi, Samsung, Hisense, VU, Nokia, Panasonic, TCL, Lloyd, Flipkart, etc

Lighting products

Indian LED lighting market is expected to grow at a CAGR of 12%, from Rs. 21,708 Crores in FY 22 to estimate to be reach Rs. 33,820 Crores by FY26.The Indian LED lighting market has seen an increase due to population growth and subsequently rapid urbanization in the last decade. With a growing rate of electricity use, demand for an environmentally sustainable and cost-effective lighting solution is also gaining momentum. Thus, LED lighting has begun to dominate the general lighting market of India tremendously in recent years.

Dixon is one of the largest LED lighting ODM companies, with the largest capacity in LED bulb products of 300 million units p.a, which is about 45% of what the country requirement. Capacity in battens is 50 million p.a & downlighters is 18 million p.a.

Our company aggressively introduced New Products in FY 22-23 & we will continue the momentum with the launch of Strip

& Rope Lighting, Professional Lighting products in the course of FY 23-24, besides the launch of new LED Bulbs, Battens and Downlighters

Home appliances

The home appliance segment is one of the most rapidly expanding industries in the Indian market. The sales volume of home appliances in India has been increasing at a consistent rate, driven by both large and small appliances. India Washing Machine Market was worth US$ 2.2 bn. in 2022 and total revenue is expected to grow at a rate of 4.5% CAGR from 2023 to 2029, reaching almost USD 3.0 Mn. in 2029.The emerging economy and changing consumer lifestyles in India have been leading to an increase in the number of working people, nuclear families, single-person households and the people migrating for work. As a result, many households are now actively seeking products that provide the perfect blend of convenience and comfort. To significantly reduce the time and effort required for daily chores, people now prefer to use different types of appliances.

The primary growth drivers for the industry are increased affordability, focus on energy-efficient products and increasing digital penetration.

In Semi-Automatic Category, company has the largest portfolio of 160 odd models ranging from 6 kg -14 kg. with a capacity of 2.4 Million annually, Also in line with our Backward Integration strategy we have set up our own Tool Room for in-house Mould Manufacturing.

In Fully automatic category, we have a capacity of 0.6 Million with 100 variants across 6.5kg -11kg . . In addition to Bosch as an anchor customer in this category we started manufacturing for "Voltas Beko" in Aug 23 which is a large customer for us in the Semi-Automatic segment & also some new model launches for "Lloyd", "Reliance" & "Panasonic" are in the pipeline

We will be introducing more designs with new features in both the categories of Semi & Fully Automatic & increasingly investing on making this segment more R&D driven to serve the industry with the latest and innovative technologies

In FY 22-23, revenue was Rs. 1,143 Crores with an Operating profit of Rs. 109 Crores & 9.6% operating margin

The major customers in this segment are Samsung, Godrej, Voltas- Beko, Panasonic, Lloyd, Flipkart, Haier, Reliance etc

Revenue (Rs. Crore)

CAGR:32% 1,143

709

396 431 374

FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23

Mobile phones

The Indian mobile phone market consists of both feature phones and smartphones. India is one of the fastest growing smartphone markets in the world. The smart phone market driven by increasing utility of smart phones due to digital payment regime and IOT related applications, availability of new features at affordable prices and increasing disposable income of the Indian consumers will be the key driving factors for smart phone adoption in the coming years. Indian smartphone segment is expected to grow at a CAGR of 14% in between FY22 to FY26 . On the other hand, feature phone segment will remain stagnant during this period.

Overall, domestic mobile phone market is likely to grow at a CAGR of 9.7%, expected to reach 370 million units by FY26.

According to the ICEA, mobile phones account for 46% of electronics goods exports and are predicted to reach $50 billion by FY26. The mobile phone export business continues its impressive momentum, with exports having grown by 100% and crossing Rs. 90,000 Crores for FY23. In addition, India is now exporting smartphones to developed markets, including the UK, Italy, France, Middle East, Japan, Germany, and Russia._

We have a very healthy order book from Motorola for FY 23-24 for both domestic & export markets. One of the significant highlights of our recent success is securing a large order of "Jio Bharat phone" exceeding 18 million units which has met with an initial success. We have entered into a strategic partnership with "Nokia" & we are manufacturing 1mn + of Feature phones per month & we expect our relationship to strengthen to 1.4 mn Feature phones per month including exports & also 5G smart phones starting Sept 23

We have also commenced manufacturing 1 mn per month "ITEL" Feature phones from July, volumes of which is expected to increase from Q3 , FY 23-24 & also got order for 0.7 mn + smart phones expected to commence production by Sept. We will also start manufacturing smart phones for Xiaomi by Sept / Oct of FY 23-24

Such large order wins showcase our reputation as a reliable and the most preferred manufacturing partner in the mobile industry. In order to meet the increased demand of our customers & gain a large market share we have leased a large 3.2 lakh square feet facility in Noida in addition to our existing 3 facilities which is expected to commence operations by Mid Aug 23.

Mobile & EMS business contributed 43% of the total Companys revenue. In FY 22-23, Revenue was Rs. 5,224 Crores with an operating Profit of Rs. 167 Crores The major customers in this segment are Samsung, Motorola, Nokia, ITEL, Jio , Karbonn etc.

Revenue (Rs. Crore)

5,224

CAGR:96%

3,138

840 355 537

FY 18-19 FY 19-20 FY 20-21 FY 21-22 FY 22-23

Set top box

In this vertical we had manufactured set top boxes for Jio (Den & Hathway), Dish TV, Siti cable, Sun TV in FY 22-23 & reported revenues of Rs. 157 Crore in FY 23-24

Security and surveillance

The order book in this segment looks very healthy & We have expanded the capacities from 10 mn p.a to 14 mn p.a in our new 2 lac sq ft facility in Kopparthy which got operational in May, 23. This segment contributed 4% in overall company revenue in FY 22-23, the 50% share of Dixon revenues was Rs. 492 Crores in FY 22-23 with an operating profit of Rs. 14.8 Crore

Refrigerators

Construction is underway on 20 acres facility where we are creating a capacity of 1.2 mn Direct cool category of land under various product categories of 190 L -235 L with multiple features & different star rating & expected to start production to commence by Oct,23

IT hardware products

The Govt has recently announced revised PLI scheme for IT hardware products soon with higher incentive payout. We will file our revised application with higher much revenue potential

In addition to "ACER" whose order book has been increasing monthly we are also in discussion with some Large Global Brands in this category

Telecom and networking products

We have a JV with Bharti Group & are Manufacturing GPON for Airtel & our facility in Noida got operational in Dec22 and we have achieved the thresholds of capex & minimum revenues of 1^st year under the PLI

We have bagged a large order for HD Zapper Set Top Boxes from Airtel & the mass production should start from Q2, FY 23-

24. Also we won another business of Android Set Top Boxes in partnership with a global ODM, the development work has started & mass production will start from Q2, FY23-24. We also have a got a large order from "Jio" on Internet based Set Top boxes which will commence by Q3, FY 23-24 & also5G CPE devices which is expected to start from Q4, FY 23-24

We are also in active discussion with some large Global brands for existing & new product categories & building a team for joint R&D with our partners to support our end customers from India

Inverter controller boards for air conditioners

It is a 40:60 JV with Japanese company Rexxam to manufacture Inverter controller boards for Air conditioners & is based out of a new manufacturing facility in Noida, which started operations in July 2022. The JV company achieved the revenues of Rs. 239 Crore in FY 22-23 respectively

The JV Company is a beneficiary under the PLI scheme & will make a total investment of Rs. 51 Crore (Dixons Share - Rs. 20.4 Crore) over a period of 5 years. We have achieved the capex thresholds under the PLI scheme in FY 2022-23

Wearables and hearables

On the Wearables segment the Indian market is the 3^rd largest market globally & one of the fastest growing markets. We have an extremely healthy order book in this vertical & we are targeting to almost double our 50% share in Revenues in this current fiscal on account of not only higher quantities for existing SKUS of "TWS & Neckbands" but also new SKUS like "Bluetooth speakers" & "Smart watches" in our new facility in Noida In line with our strategy to deepen the level of manufacturing the SMT for PCBA will also be done in-house by current Financial year,FY 22-23, Revenue was Rs. 300 Crore

In addition, we have started manufacturing TWS & Smart watches for Samsung in their dedicated plant for mobile phones from Q4 , FY 22-23

Segment overview

Verticals	Product/Services	Revenue
Consumer Electronics	LED TVs, AC PCB	17 % YOY decrease to Rs. 4,278 Crores in FY 2022-23 from Rs. 5169 Crores in FY 2021-22.
Home Appliance	Washing machines	61 % YOY growth to Rs. 1,143 Crores in FY 2022-23 from Rs. 709 Crores in FY 2021-22
Lighting Products	LED bulbs, battens, downlighters, and so on.	18 % YOY decrease to Rs. 1,055 Crores in FY 2022-23 from Rs. 1284 Crores in FY 2021-22.
Mobile Phones and EMS	Feature and smart phones, PCB for mobile phones, medical electronics, set top boxes	66 % YOY growth to Rs. 5,224 Crores in FY 2022-23 from Rs. 3,138 Crores in FY 2021-22.
Security Systems	CCTV camera and digital video recorders (DVRs)	24 % YOY growth to Rs. 492 Crores in FY 2022-23 from Rs. 396 Crores in FY 2021-22.

Financial overview

( Rs. in Lakhs)

Particulars	31^st March, 2023	31^st March, 2022
Total Income (In Crore)^*	12198	10701
EBITDA (In Crores)^*	518	383
PAT (In Crores) ^*	255	190
Net Debt Equity Ratio ^**	0.01	0.1
Interest Coverage Ratio #	6.6	6.8
Current Ratio ^##	1.1	1.2
Debtor Turnover Days!	48	41
Inventory Turnover Days^!!	27	31
Operating Profit Margin ^{^}	4.2%	3.5%
Net Profit Margin ^{^^}	2.1%	1.8%
Return on Net Worth ^{^!}	22.4%	21.9%

** (Long term borrowing + short term borrowing + current maturities less current investment, cash and bank balance)/ Total Equity

# EBIT/Finance Cost

## Current Assets/ Current Liabilities

! Average receivables/income from operations X 365 days ^!!Average receivables/income from operations X 365 days ^{^}Operating Profit/ income from operation

^^ PAT/Income from operation

^! Net Profit/ Average Shareholder Fund

ODM % share in revenue

Years	Consumer electronics	Lighting Products	Home appliances
FY2023	23%	90%	100%
FY2022	4%	91%	100%
FY2021	5%	90%	100%
FY2020	6%	87%	100%
FY2019	9%	71%	100%
FY2018	6%	40%	100%

Research and development

Dixons R&D centre focuses on developing for electronics hardware design, system architecture, mechanical design, component engineering, and optics design. It also offers design refinement and verification to its customers. The R&D centre in Noida is equipped with cutting-edge technology such as a photometric system for light sources and colour analysers. In addition, the Company maintains a R&D centre in Dehradun for washing machines.

The Companys R&D team is tasked with developing procedures and measures to increase the production efficiency of existing products. Improving efficiency is a continuous process, carried out in an efficient manner, that aid in cost savings. The Company has won various awards for its R&D facilities such as Development Excellence Award (semi-automatic washing machine) in 2016 from Panasonic India Private Limited. The Department of Scientific and Industrial Research has also recognised the Companys R&D unit in Noida.

Risk mitigation

Risk Category	Risk Description	Mitigation
Globalisation risk	The Indian electronics sector is under intense competition from electronic items imported from China. Cheap Chinese imports will provide an additional threat to the electronics sector.	Dixon has implemented significant steps that result in a more cost-e_ective manufacturing process. In addition, the Companys objective of becoming a cost-e_cient player and achieving cost leadership will assist it in mitigating global economic concerns.
Experience	Experience matters the most when it comes to identifying the right opportunities for the business of the Company. It is also important to work in a direction that will help to capture the opportunities available.	The Company is in the electronics business for over 25 years. The Companys senior management has an average experience of more than 20 years in the industry. This allows the Company to tap on the right opportunities at the right time.
Industry risk	Industry risk occurs when an industry as a whole is in a stagnant or deteriorating position. This risk will impact not only the Company, but also the industry in which the Company operates.	Dixon operates in the electronics industry. With the rising cost of living and changing lifestyles, electronics industry is expected to grow in the years ahead. The industry may experience difficulties, but it will never cease to exist.
Client concentration risk	The Company faces a significant risk by relying on a small number of clients for the majority of its income. This risk relates to the possibility that the Company may lose any of its main clients, or that a difficulty in the customers company will harm the Company as well.	Dixon has successfully maintained a strong relationship with its key customers. Also, Dixon is constantly expanding its customer base which will help it in dealing with this risk.
Regulatory risk	The business in which Dixon deals in, requires the Company to obtain or renew permits and licenses in a timely manner. The failure to do so may pose a risk to the Companys revenue.	The Company ensures obtaining or renewing its licenses, permits, consents and approvals from the government. This is being done in such a manner, that Dixons approvals are not delayed and thus, there is no effect on the operations of the Company.
Technology risk	The business in which Dixon deals in, is affected by rapid changes in technology. The Company has to be updated with the rapidly changing technologies to stay ahead of the curve.	The Company has always moved ahead by adopting the advancing technology. Its R&D centres are equipped with the latest technology. Moreover, the Company has expanded its product portfolio in the electronics market. For example, the Company is planning to launch fully automatic washing machines to be in line with the changing technology.

Internal control system

The Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. The efficacy of the internal checks and control systems is validated by internal audits and statutory auditors.

Human resource

People are the Companys most valuable asset. The Company has a policy of assembling outstanding talents into formidable teams. The Company continues to enhance its capabilities in acquiring and retaining the necessary talent to support a variety of products across diverse regions. It has developed a meritocratic, open and transparent culture to provide a conducive work environment to their employees.

Outlook

For outlook kindly refer to the Directors Report. Corporate Overview Statutory Reports Financial Statements.

Cautionary statement

The MDA section may contain forward-looking statements regarding future prospects. These statements involve various known and unknown risks and uncertainties, which may result in material differences between actual results and the forward-looking statements. In addition to changes in the macro-environment, the emergence of a global pandemic like COVID-19 can introduce unforeseen, unprecedented, unascertainable, and continuously evolving risks to the Company and its operating environment. The estimates and figures presented in the report are based on certain assumptions made by the Company, taking into account internal and external information that is currently available. However, the factors underlying these assumptions can change over time, leading to corresponding changes in the estimates on which they are based. It should be noted that forward-looking statements only reflect the Companys current intentions, beliefs, or expectations and only as of the date on which they were made. The Company is not obligated to revise or update any forward-looking statements in light of new information, future events, or other factors.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Section C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended, a Report on Corporate Governance for the financial year ended 31^st March 2023, is presented below:

Companys Philosophy on Code of Governance

Your Companys Corporate Governance framework is all about maintaining valuable relationship and trust with all stakeholders. We ensure that timely and accurate disclosure on all material matters including the financial situation, performance and regulatory requirements, leadership and governance of the company are shared with all the stakeholders. It encourages cooperation between the Company and the stakeholders for better participation in the Corporate Governance processes.

Your Company continues to believe that good corporate governance is essential for achieving long-term corporate goals of the Company and for meeting the needs and aspirations of its stakeholders, including shareholders.

Following are some of the principles which the Company follows towards philosophy of strengthening Corporate Governance structure at Dixon:

a. Timely disclosures of all the material information pertaining to corporate, finance and operations to stakeholders. b. Adoption of new policies and upgradation of the existing policies to align them with the latest amendments and global scenario and ensuring compliance thereof in true letter and spirit. c. Regular and timely meetings of various committees of the Board viz. Audit, Nomination & Remuneration Committee, Stakeholders Relationship, Corporate Social Responsibility, Risk Management Committee, and a separate meeting of Independent Directors. d. A day long strategy meeting wherein all Business Heads present their strategy and annual operational plans before the Board to give them perspective and strategy of their businesses. e. Performance evaluation of Board, Boards Committees, all Directors including Chairman and Vice Chairman & Managing Director. f. Rolled out Directors handbook with an aim to help the Directors to attain and maintain a high standard of governance.

SIZE AND COMPOSITION OF BOARD

Your Company has complied with the governance requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) and hereby presents the Corporate Governance Report for the financial year ended 31^st March, 2023. This Corporate Governance Report outlines the key aspects of the Companys governance framework and governance practices which are consistent with the SEBI Listing Regulations and other rules and regulations. Details of the key policies and practices are available on the Companys website at www.dixoninfo.com.

Board of Directors

The Board is responsible for ensuring that the Company is managed in a well-balanced manner that fulfills stakeholders aspirations, attains sustainable growth, and adopts best corporate governance practices. The Board is further supported by Board Committee(s) who diligently and effectively discharge duties assigned by the Board. The Board evaluates and approves the governance directives, systems and processes and provides direction and goals to the Management Team to achieve good Corporate Governance. The Companys Board of Directors ("Board") shapes the long-term vision and policy approach to steadily elevate the quality of governance in the Company. The objective is to emerge as a market leader in Electronic Manufacturing Industry on a global map with focus on creating greater value for all those who have a stake in the Company.

Composition and Category of Board of Directors as on 31^st March, 2023

In line with the applicable provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof for time being in force (hereinafter referred to as ("the Act") and the SEBI Listing Regulations, your Companys Board has an optimum combination of exceedingly experienced Executive and Non-Executive Directors with more than 2/3 of the Board comprising Independent Directors.

Category	Name of Director	Age (as on 31^st March, 2023)
Promoter and Executive Director	Mr. Sunil Vachani	54 years 4 months
Executive Director	Mr. Atul B. Lall	61 years 2 months
Independent Directors/ Non-Executive Directors	Dr. Manuji Zarabi	75 years 7 months
	Mr. Manoj Maheshwari	57 years 2 months
	Dr. Rakesh Mohan	75 years 2 months
	Ms. Poornima Shenoy	58 years 2 months
	Mr. Keng Tsung Kuo	64 years 3 months

The detailed profile of the Board of Directors is available on the Companys website at https://www.dixoninfo.com/board-members.php

Your Company does not have any lead independent director considering the fact that each of the Independent Directors on the Board are highly experienced and distinguished in their own area of expertise/field. Each of the Independent Director are advocates of strong governance culture. Also, during the period under review, none of the Director including Independent Director resigned from the Board of your Company.

Attendance of Directors at Board Meeting(s) as on 31^st March, 2023

During the period under review, 6 (six) Board meetings were held 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 as against the minimum requirement of four meetings in a year. The maximum time gap between any two consecutive meetings did not exceed 120 days. The agenda for each Board meeting is circulated in advance to the Board members. All material information is incorporated in the agenda facilitating meaningful and focused discussions in the meeting. Where it is not practicable to attach any document relevant to an agenda item, the same is tabled at the meeting. Further, the minimum information required, as per Regulation 17(7) read together with Part A of Schedule II of the SEBI Listing Regulations is made available to the Board of Directors, for discussions and consideration at Board Meetings.

The following table shows attendance of directors at Board meetings, attendance at last annual general meeting, number of shares held in the Company and number of other directorships, chairmanships / memberships of Board committees in various other companies as on 31^st March, 2023:-

Name of Director	No. of Board Meeting attended during the Financial year	Attendance at last Annual General Meeting i.e. 23^rd August, 2022	Number of Shares held in the Company and Percentage	No. of Other Directors- hips #	Name of the Listed entities where person is Director and category of Directorship	No. of Membership(s) / Chairmanship(s) Of Board Committees in other Companies^
Name of Director			Number of Shares held in the Company and Percentage	No. of Other Directors- hips #		Chairperson	Member
Mr. Sunil Vachani	6	Present	157,47,644	6	Dixon Technologies (India)	Nil	Nil
			26.44%		Limited- Executive Chairman &
					Whole time Director
Mr. Atul B. Lall	6	Present	21,15,585;	6	Dixon Technologies (India)	Nil	Nil
Mr. Atul B. Lall	6	Present	3.55%		Limited- Vice Chairman & Managing Director
Dr. Manuji Zarabi	6	Present	Nil	4	Dixon Technologies (India) Limited- Independent Director	Nil	Nil
Ms. Poornima Shenoy	4	Present	100 ; Negligible %	3	Dixon Technologies (India) Limited- Independent Director	Nil	1
Mr. Manoj Maheshwari	6	Present	Nil	Nil	Dixon Technologies (India) Limited- Independent Director	Nil	Nil
Mr. Keng Tsung Kuo	6	Present	Nil	2	Dixon Technologies (India) Limited- Independent Director	Nil	Nil
Dr. Rakesh Mohan	5	Present	Nil	Nil	Dixon Technologies (India) Limited- Independent Director	Nil	Nil

^In accordance with Regulation 26 of SEBI Listing Regulations, chairmanship/committee membership of Audit Committee and Stakeholders Relationship Committee of other public limited companies only has been considered.

# Directorships/partnerships positions held in non-profit organisations and partnerships firms are not considered.

AlltheDirectorshavemadenecessarydisclosuresregardingtheir directorships as required under Section 184 of the Companies Act, 2013 ("Act") and the Committee positions held by them in other companies. None of the Directors of your Companys Board hold the office of Director in more than 20 companies, including 10 public companies. Also, as per the provisions of SEBI (LODR) Regulations, 2015, none of the Director holds directorships in more than 7 listed entities.

As mandated by the Regulation 26 of the SEBI Listing Regulations, none of the Directors of your Company are members of more than ten Board level committees in public companies nor are they Chairman of more than five committees across all listed companies where they are directors.

Inter-se Relationship among Directors

None of the Directors are related with other Directors of the Company.

Independent Directors

Your Company has a policy on Independent Directors, their roles, responsibilities and duties. The same are consistent with the SEBI Listing Regulations and Section 149 of the Act. It sets out the criteria of independence, age limits, recommended tenure, committee memberships, remuneration and other related terms of appointment which can be accessed at https://dixoninfo.com/ json/dixon/codes-policy/Terms%20of%20appointment%20 of%20Independent%20Directors%20-%2031.05.2021.pdf The Independent Directors of your company fulfil the criteria of Independence as specified in Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149 of the Act and rules made thereunder and they are independent of the Management of the Board.

None of the Independent Directors serve as Independent Director in more than 7 listed entities and in case of whole-time directors in any listed entity, they do not serve as Independent Directors in more than 3 listed entities

Independent Directors Databank Registration

Pursuant to a notification dated 22^nd October, 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have completed the registration with the Independent Directors Databank. Requisite confirmations have been received from the Independent Directors in this regard.

Independent Directors Meeting

Pursuant to Section 149(8) read together with Schedule IV of the Act and Regulation 25(3) and 25(4) of SEBI Listing Regulations, a separate meeting of Independent Directors was held on 23^rd March, 2023 to review the performance of the Non-Independent Directors including the Chairman of the Board and performance of the Board as a whole. All Independent Directors of your Company except Ms. Poornima Shenoy were present at the said Meeting.

Directors Induction and Familiarization Programmes

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarise

with your Companys procedures and practices. Periodic presentations are made at the Board and Committee meetings on business and performance updates of your Company and business strategy.

Details of Familiarization programme imparted to Independent Directors wherein the Board of Directors were apprised about the functions, operations and financial positions/projections of the Company is available at the following weblink: https:// dixoninfo.com/json/dixon/codes-policy/Familiarization%20 Programme%20For%20Independent%20Directors.pdf Also, the Corporate Affairs Department of your Company have rolled out "Directors Handbook" with an aim to familiarize the new Director(s) of your Company with the Business and functions of your Company. The said Handbook comprehensively covers Directors role, responsibilities, duties and liabilities amongst others. This Handbook has been designed with an aim to help the Directors to attain and maintain a high standard of governance.

Chart or Matrix setting out skills / expertise/competence of the Board of Directors

The Board of your Company comprises of such individuals who bring in requisite skills, qualification, expertise and competence which is required on the Board and on Committees.

The skill areas in the matrix will be reviewed timely by the Board to ensure that the composition of skills on the Board remains aligned with Companys stage of development and strategic direction.

Committees of the Board

The Board Committees play a crucial role in the governance structure of your Company and have been constituted to deal with specific areas / activities which concern your Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committees informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meetings of all Committees are placed before the Board for review.

Details of the Board Committees and other related information are provided hereunder:

A Audit Committee

The primary objective of the Audit Committee is to act as a catalyst in helping your Company to achieve its objectives by overseeing the Integrity of your Companys Financial Statements; Adequacy & Reliability of the Internal Control

Systems of your Company; Compliance with legal & regulatory requirements and your Companys Code of Conduct; Performance of your Companys Statutory & Internal Auditors.

Audit Committee monitors and provides an effective supervision of the financial reporting process of your Company with a view to ensure accurate and timely disclosures with the highest level of transparency, integrity and quality.

The powers, role and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Act and Regulation 18 read with Part C of Schedule II of SEBI Listing Regulations. The Audit Committee discharges such duties and functions as generally indicated under Regulation 18 read with Part C of Schedule II of SEBI Listing Regulations, prescribed under the Act and such other functions as may be specifically assigned to it by the Board from time to time.

The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on 23^rd August, 2022.

Composition, Meetings and Attendance during the Year

All the members of the Committee are Independent Directors. The composition of the Committee is in line with the requirements of section 177 of the Act and the SEBI Listing Regulations. Mr. Manoj Maheshwari, Chairman of the Committee has accounting and financial management expertise. All the Committee members possess sound knowledge of accounts, finance, audit, governance and legal matters. Senior officials from the Accounts /Finance

Department and representatives of Statutory and Internal Auditors are also invited to attend Audit Committee meetings.

During the financial year 2022-23, 5 (Five) meetings of the Audit Committee were held i.e. on 30^th May, 2022, 27^th July, 2022, 20^th October, 2022, 25^th January, 2023 and 23^rd March, 2023. The details of the composition, meetings and attendance at the Audit Committee meetings are given hereunder:

Details of Audit Committee Meetings held during the financial year ended as on 31^st March, 2023:

Name of Director	Position in the Committee	Designation	Audit Committee Meetings entitled to attend	Meetings Attended
Mr. Manoj Maheshwari	Chairman	Independent Director	5	5
Ms. Poornima Shenoy	Member	Independent Director	5	3
Dr. Manuji Zarabi	Member	Independent Director	5	5

The Company Secretary of your Company acts as the Secretary to the Audit Committee.

Brief Description of Terms of Reference

The roles and responsibilities of the Audit Committee, inter alia, include the following:

1. Overview of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board the appointment, reappointment, terms of appointment and, if required, the replacement or removal of the internal auditor, cost auditor and statutory auditors and the fixation of audit fees and remuneration;

3. Approval of payment to statutory, internal and cost auditors for any other services rendered by them, as applicable;

4. Reviewing the utilization of loans and/or advances from/investment by the holding company in subsidiary company exceeding Rs. 100 Crores or 10% of asset size of subsidiary, whichever is lower.

B Nomination and Remuneration Committee

The Nomination and Remuneration Committee ("NRC") has been vested with the authority to, inter alia, recommend nominations for Board membership, develop and recommend policies with respect to Board diversity; developing a succession plan for our Board and senior management.

The role and the terms of reference of the NRC are in compliance with the provisions of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

The Chairperson of the NRC Committee was present at the last Annual General Meeting held on 23^rd August, 2022.

Composition, Meetings and Attendance during the Year

Composition of the NRC is in line with the requirements of section 178 of the Act and the SEBI Listing Regulations. During the financial year 2022-23, 5 (Five) meetings of the NRC were held i.e. on 30^th May, 2022, 27^th July, 2022, 20^th October, 2022, 25^th January, 2023, 6^th February, 2023. The details of the composition, meetings and attendance of the NRC are given hereunder:

Details of NRC Meetings held during the financial year ended as on 31^st March, 2023:

Name of Director	Position in the Committee	Designation	Nomination and Remuneration Committee Meetings entitled to attend	Meetings Attended
Ms. Poornima Shenoy	Chairperson	Independent Director	5	4
Mr. Manoj Maheshwari	Member	Independent Director	5	5
Dr. Manuji Zarabi	Member	Independent Director	5	5
Mr. Sunil Vachani	Member	Executive Chairman	5	5

The Company Secretary of your Company acts as the Secretary to NRC.

Brief Description of Terms of Reference

Terms of reference of the NRC, inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Reviewing the terms and conditions of services including remuneration in respect of managing director and submitting their recommendations to the Board;

3. Formulation of criteria for evaluation of performance of independent directors and the Board;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommending to the Board, their appointment and removal and shall carry out evaluation of every directors performance;

5. Recommend to the Board, all remuneration, in whatever form, payable to the senior Management.

6. Whether to extend or continue the term of appointment of ID on the basis of performance evaluation.

Board Evaluation Process

The Board had carried out an annual evaluation of its own performance and of its committees as well as the performance of each individual Directors. Board Evaluation Criteria Feedback was sought based on the evaluation criteria approved by the NRC for evaluating the performance of the Board, its committees and individual directors. The Executive Chairman, Vice Chairman & MD and the Independent Directors were evaluated on the following parameters.

1. The Board – Board Administration, Overall Board Effectiveness, Governance and Compliance, Member Effectiveness, Ethics, Chairman, Board Committees, Meeting through Video Conferencing, Miscellaneous.

2. Board committees – Committee Effectiveness Component including the frequency of the meetings, the chairperson of the Committee, the time allotted for agenda items, proper agenda papers and other required documents, healthy debates and discussions, action taken points from the previous committee meetings, information flow, recommendations to the Board, etc.

3. Executive Directors – Attendance at the meetings, engagement with fellow Board members, employees, strategy making, risk management, management of the company and its employees during the ongoing pandemic situation etc.

4. The Chairman – Leadership of the Board, promoting effective participation of all Board members in the decision-making process, encouraging deliberations on important matters etc.

5. Independent Directors – Independence from the Company, exercising independent judgement in decision-making, contributing strongly to the objectivity of the Boards deliberations based on their external expertise, attendance at meetings etc.

In order to ensure confidentiality, the Boards evaluation was undertaken by way of a questionnaire through an online tool by an independent agency. All the directors participated in the evaluation process. The responses received from the Board members were compiled by an independent agency and a consolidated report was submitted by the agency to the Board through the Company Secretary.

The evaluation report was also discussed at the meeting of the Board of Directors. The Board deliberated over the suggestions and inputs to augment its own effectiveness and optimise the individual strengths of the directors. The directors were satisfied with the Companys standard of governance, its transparency, meeting practices and overall Board effectiveness.

The suggestions given by the Independent Directors were duly incorporated.

Succession Planning

The NRC had reviewed the succession planning of top leadership positions in the Company. While undertaking said review the leadership competencies required for orderly succession planning was considered by the NRC.

C Stakeholders Relationship Committee:

The Board has constituted Stakeholders Relationship Committee pursuant to Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations to look into the redressal of grievances of shareholders and other security holders, if any. The Committee overseas the resolution of grievances of the security holders of your Company including complaints related to transfer of shares, non-receipt of annual report or non- receipt of declared dividends.

Composition, Meetings and Attendance during the Year

The Composition of the Stakeholder Relationship Committee is in line with the requirements of section 178 of the Act and the SEBI Listing Regulations. During the financial year under review, 4 (four) meetings of the Stakeholders Relationship Committee were held i.e. on 30^th May, 2022, 27^th July, 2022, 20^th October, 2022 and 25^th January, 2023. The details of the composition, meetings and attendance of the Stakeholders Relationship Committee are given hereunder:

Details of Stakeholders Relationship Committee Meetings held during the financial year ended 31^st March, 2023:

Name of Director	Position in the Committee	Designation	Stakeholders Relationship Committee Meetings entitled to attend	Meetings Attended
Dr. Manuji Zarabi	Chairman	Independent Director	4	4
Mr. Sunil Vachani	Member	Executive Chairman	4	4
Mr. Atul B.Lall	Member	Vice Chairman & Managing Director	4	4

The Company Secretary of the Company acts as the Secretary to the Committee.

Brief Description of Terms of Reference

Terms of Reference of Stakeholder Relationship Committee, inter alia, include the following:

1. Collecting and analyzing reports received periodically from the Registrar and the Share Transfer Agent ("RTA") on the following:

a. Complaints regarding non-receipt of the shares, debentures, deposit receipt, declared dividend or interest;

b. Complaints of investors routed by the SEBI or Stock Exchanges and others; c. Transfer, sub-division, consolidation, split, exchange, endorsement, transmission of share certificates and transposition of share certificates;

d. Issue of share certificates, debenture certificates, duplicate share or debenture certificates in lieu of lost/ torn/ mutilated/ defaced certificates;

e. Requests relating to de-materialization and re-materialization of shares;

f. Requests relating to modes of paying the dividend i.e. through electronic clearing service, RTGS and issue of dividend warrant for dividend payment/ interest etc.; and g. Complaints related to allotment of shares, transfer or transmission of shares, debentures or any other securities, non-receipt of annual report and non-receipt of declared dividends or any other document or information to be sent by our Company to its shareholders.

2. To redress other grievances of shareholders, debenture holders and other security holders;

3. Scrutinizing other matters related to or arising out of shareholders/ investors services including preparation and approval of periodical reports.

4. Resolving the grievances of the security holders of the Listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum on unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

6. Review of measures taken for effective exercise of voting rights by shareholders.

7. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

Status of Complaints during FY 2022-23

The number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up are as under:

Particulars	Number of Complaints
Investor queries/complaints pending at the beginning of the Year -1^stApril, 2022	NIL
Investor queries/complaints received during the Year	13
Investor queries/complaints disposed of during the Year	13
Investor queries/complaints remaining unresolved at the end of Year - 31^st March, 2023	NIL

The total no. of Shareholders as on 31^st March, 2023 stood at 3,67,727 as compared to 3,79,160 as of 31^st March, 2022. Also, the Company as per SEBI Circular No. SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated 16^th March, 2023 (in supersession of earlier SEBI circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated 3^rd November, 2021 read with Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated 14^th December, 2021) has requested the shareholders holding shares in physical mode to furnish PAN, KYC details and linking of PAN and Aadhar. The said intimation has also been uploaded on the Companys website.

Further, SEBI had vide its circular no. SEBI/HO/ OIAE/2023/03391 dated 27^th January, 2023 advised all the listed entities to issue an intimation letter either by email or by SMSs to all the investors who holds the shares in physical form, creating awareness amongst the investors about the availability of Dispute resolution mechanism at the stock exchanges against the listed entities/RTA. The Company has already circulated such intimation letter to all the shareholders of the Company holding shares in physical form complying with the aforesaid provisions of the circular and action taken report has been submitted to SEBI citing compliance of the provisions of the Circular on 27^th February, 2023.

Details of the Compliance officer of your Company:

Name: Mr. Ashish Kumar

Designation: Chief Legal Counsel & Group Company Secretary E-mail id: investorrelations@dixoninfo.com

D Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee has been constituted in accordance with the requirements of the Act. The Committee recommends the Corporate Social Responsibility projects to be undertaken by the Company and also monitors its implementation status.

Composition, Meetings and Attendance during the Year

The Corporate Social Responsibility Committee has been constituted as per the provisions of the Act. During the Financial Year under review, 4 (Four) meetings of the Committee were held i.e. on 30^th May, 2022, 27^th July, 2022, 20^th October, 2022 and 25^th January, 2023. The details of the composition, meetings and attendance of the Corporate Social Responsibility Committee are given hereunder:

Details of Corporate Social Responsibility Committee meetings held during the financial year ended 31^st March, 2023:

Name of Director	Position in the Committee	Designation	Corporate Social Responsibility Committee Meetings entitled to attend	Meetings Attended
Mr. Sunil Vachani	Chairman	Executive Chairman	4	4
Dr. Manuji Zarabi	Member	Independent Director	4	4
Mr. Atul B. Lall	Member	Vice Chairman & Managing Director	4	4

The Company Secretary of the Company acts as the Secretary to the Committee. Brief description of terms of reference Terms of Reference of Corporate Social Responsibility Committee, inter alia, include the following: (a) Formulation and recommendation to the Board, a corporate social responsibility policy and subsequent amendments as required from time to time; (b) Ensuring that the corporate social responsibility policy shall include/ indicate the activities to be undertaken by the companies as specified in Schedule VII of the Companies Act, 2013 and the rules made there under, from time to time excluding the activities undertaken in pursuance of its normal course of business; (c) Monitoring the corporate social responsibility policy by instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or programs or activities undertaken by the Company from time to time; (d) Recommendation of the annual budget for the corporate social responsibility activities of our Company in compliance with the relevant statutory provisions;

E Risk Management Committee

The Risk Management Committee has been constituted in accordance with the requirements of the Act. The Committee hereby helps to identify elements of Risk in different areas of operations and to develop plans to mitigate the risks.

Composition, Meetings and Attendance during the Year

Composition of the Committee is in line with the requirements of Regulation 21 of SEBI Listing Regulations. During the financial year under review, 2 (Two) meetings of the Risk Management Committee were held i.e. on 22^nd July, 2022 and 16^th January, 2023.

Details of the Risk Management Committee Meetings held during the year ended 31^st March 2023 are as under :

Name of Director	Position in the Committee	Designation	Risk Management Committee Meetings entitled to attend	Meetings Attended
Mr. Atul B. Lall	Chairman	Vice Chairman & Managing Director	2	2
Mr. Manoj Maheshwari	Member	Independent Director	2	2
Mr. Keng Tsung Kuo	Member	Independent Director	2	2

The Risk Management Policy of the Company was adequately revised keeping into consideration the amendments in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

The Company Secretary of the Company acts as the Secretary to the Committee. The terms of reference of the Risk Management Committee are as under:- i. To ensure systemic risk evaluation, categorization, and prioritization thereof. ii. To assign relative importance to identified risks and determine where appropriate management attention is required.

iii. To apply an organized, thorough approach, to effectively anticipate and mitigate the probable or realistic risks.

iv. To practice the highest level of control measures by installing mechanisms and tools, with involvement of all process-owners across the organization. v. To develop alternative/ recommended courses of action for critical risks and control the probability of occurrence of the risk, keeping ready contingency plans for selected risks where the consequences of the risks are determined to be high. vi. To review the activities, status and results of the risk management process with appropriate levels of management and resolve issues which are gauging potential risk exposure and addressing the same with appropriate corrective action. vii. To obtain ,wherever required or desirable, the advice, opinion and assistance from outside legal, accounting, or other advisors, as necessary, to aid informed decision making. viii. Carry out such responsibilities as assigned by the Board.

ix. Monitor and Review Risk Management Plan as approved by the Board. x. Ensure that appropriate system of risk management is in place. xi. Framing of Risk Management Plan and Policy xii. Overseeing implementation of Risk Management Plan and Policy

xiii. Delegating authority to the sub committees as and when required xiv. Coordinating activities with the Audit Committee in instances where there is any overlap with audit activities xv. The Risk Management Committee shall evaluate significant risk exposures related to cyber security and assess managements actions to mitigate the exposures in a timely manner. xvi. The Risk Management Committee shall recommend reports to the Board at such intervals as may be deemed appropriate by the Committee. xvii. The role and responsibilities of the Risk Management Committee shall include such other items as may be prescribed by applicable law or the Board in compliance with applicable law, from time to time."

F. Executive Committee

The Board has constituted the Executive Committee which undertakes matters related to day to day affairs of your Company. Details of composition of Executive Committee as on 31^st March, 2023 are as under:

Name of Director	Position in the Committee	Designation
Mr. Sunil Vachani	Member	Executive Chairman
Mr. Atul B. Lall	Member	Vice Chairman &
		Managing Director

During the year under review, 7 (Seven) meetings of the Executive Committee were held i.e. on 30^th May, 2022, 23^rd August, 2022, 16^th September, 2022, 21^st November, 2022, 12^th January, 2023, 17^th February, 2023, 23^rd March, 2023. The details of the Executive Committee Meetings held during the financial year ended 31^st March 2023 are as under.

Name of Director	Position in the Committee	Designation	Share Allotment Committee Meetings entitled to attend	Meetings Attended
Mr. Sunil Vachani	Member	Executive Chairman	7	7
Mr. Atul B. Lall	Member	Managing Director	7	7

The Company Secretary of the Company acts as the Secretary to the Committee

G Share Allotment Committee

The Board had constituted the Share Allotment Committee on 31^st October, 2018. The said Committee is authorized for allotment of shares, in one or more tranches, to the employees of the Company pursuant to exercise of the options vested with them in accordance with the DIXON ESOP Schemes. During the year under review, 2 (Two) meetings of the Share Allotment Committee were held i.e. on 15^th November, 2022 and 7^th December, 2022.

Details of Share Allotment Committee Meetings held during the financial year ended as on 31^st March, 2023:

Name of Director	Position in the Committee	Designation	Share Allotment Committee Meetings entitled to attend	Meetings Attended
Mr. Sunil Vachani	Member	Executive Chairman	2	2
Dr. Manuji Zarabi	Member	Independent Director	2	2
Mr. Atul B. Lall	Member	Managing Director	2	2
Mr. Manoj Maheshwari	Member	Independent Director	2	1

Research and Development Committee

The Board at its meeting held on 30^th October, 2020, approved the constitution of Research and Development Committee to provide for more focus on innovative, design oriented and technology-backed solutions to leading domestic and international brands resting on the Companys manufacturing capabilities.

Composition, Meetings and Attendance during the Year

The Research and Development Committee comprises of Dr. Manuji Zarabi, Independent Director who is the Chairman of the said Committee and Mr. Atul B. Lall, Vice Chairman & Managing Director as a member.

No meeting of the Research and Development Committee was held during the year.

The Company Secretary of the Company acts as the Secretary to the Committee.

Remuneration of Directors Remuneration Policy

Dixons Remuneration Policy aims at attracting and retaining high caliber talent. The Remuneration Policy, therefore, is market-led and takes into account the competitive circumstance of each business so as to attract and retain quality talent and leverage performance significantly. The Company adopts a comprehensive approach to remuneration in order to support a superior quality of personal and work life, combining both cash and non-cash components / benefits in a manner which judiciously balances short term and long term priorities.

The policy can be accessed at the following Link: https:// dixoninfo.com/json/dixon/codes-policy/nomination-and-remuneration-policy-1908.pdf. The elements of remuneration package of Executive Directors includes fixed and variable salary, commission, contribution to provident fund, perquisites and allowances, reimbursement of expenses etc. Independent Directors are paid remuneration in the form of sitting fee and one time commission.

Remuneration to Non-Executive and Independent Directors

Remuneration to Non-Executive and Independent Directors for the financial year 2022-23 are as under:

(Rs. in Lakhs)

NAME OF THE NON-EXECUTIVE DIRECTOR	SITTING FEE	COMMISSION	TOTAL
Dr. Manuji Zarabi	7	12	19
Ms. Poornima Shenoy	4	12	16
Mr. Manoj Maheshwari	7	12	19
Mr. Keng Tsung Kuo	5	12	17
Dr. Rakesh Mohan	4	12	16
Total	27	60	87

The Company also reimburses the out-of-pocket expenses incurred by the Non-Executive and Independent Directors for attending the meetings. There were no pecuniary relationships or transactions of Non-executive and Independent directors vis-?-vis the Company during the Financial year 2022-23 other than the remuneration as detailed above.

Remuneration to Executive Directors

The Shareholders at the 28^th Annual General Meeting of the Company held on 28^th September, 2021 re-appointed Mr. Sunil Vachani as Whole-time Director and Mr. Atul B. Lall as Whole-Time Director and Managing Director for a term of 5 years i.e. until 4^th May, 2027.

The details of remuneration paid to each of the Directors during the year ended 31^st March, 2023 are given below:

Details of Remuneration of Directors:

( Rs. in Lakhs)

		Fixed Salary			Bonus /			Perquisite
Name of Director	Basic Salary and allowances	Perquisites	Others	Total Fixed Salary	Performance Linked Incentive	Sitting Fee	Commission	value of Stock Options	Total
Mr. Sunil Vachani	283	-	-	283	-	-	594	-	877
Mr. Atul B. Lall	280	-	-	280	-	-	594	1169	2043

Notes:

(1) The amount of Commission is calculated on the profits of Financial Year ended 31^st March, 2023 as per the Financial Statements thereto and the same shall be paid during the Financial Year ending 31^st March, 2024.

(2) The Commission calculated on the profits of Financial Year ended 31^st March, 2022 as per the Financial Statements thereto was paid by the Company during the Financial Year ended 31^st March, 2023 which was 257.40 Lakhs and Rs. 400.47 Lakhs for Mr. Sunil Vachani and Mr. Atul B Lall, respectively.

(3) For details pertaining to ESOP granted during the year, please refer Annexure – I forming part of Directors Report.

Service Contracts, Notice Period, Severance Fee

Your Company does not enter into service contracts with the Executive Directors as they are appointed/re-appointed with the approval of the shareholders for the period permissible under the applicable provisions of the Act, and/or SEBI Listing Regulations. Independent directors have been issued an appointment letter which prescribes that any Independent Director may resign from his office subject to reasonable written notice to the Board. The Company does not pay any severance fees or any such payment to the Directors.

General Body Meetings

Annual General Meetings

The date, time, location of Annual General Meetings held during last three years and the special resolutions passed there at are as follows:

Details of Annual General Meetings

Financial Year	Date and Time	Venue	Special Resolution Passed
2019-20	29^th September, 2020 at 03.00 P.M.	Held through Video Conferencing pursuant to General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8^th April 2020, 13^th April 2020 and 5^th May 2020, respectively, issued by the Ministry of Corporate Affairs ("MCA Circulars") and Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12^th May 2020 issued by the Securities and Exchange Board of India	a. Variation in the terms of the Object of the public issue as stated in the prospectus of the company dated 11^th September, 2017 b. To approve raising of funds in one or more tranches, by issuance of securities by way of private offerings, qualified institutions placements and or any combination thereof or any other method as may be permitted under applicable law for an amount not exceeding H200 Crores c. Approval of Dixon Technologies India Limited – Employee Stock Option Plan- 2020 ("Dixon ESOP 2020") d. Grant of Stock Options to the Employees of Indian Subsidiary Companies under DIXON Technologies India Limited – Employee Stock Option Plan, 2020 ("DIXON ESOP 2020")
2020-21	28^th September, 2021 at 11.00 A.M.	Held through Video Conferencing pursuant to General Circular Nos.14/2020 dated 8^th April 2020, 17/2020 dated 13^th April 2020, 20/2020 dated 5^th May 2020, 39/2020 dated 31^st December 2020 and 02/2021 dated January 13, 2021, issued by the MCA ("MCA Circulars") and Circular No. SEBI/HO/CFD/ CMD1/ CIR/P/2020/79 dated 12^th May 2020, Circular No. SEBI/HO/ CFD/CMD2/ CIR/P/2021/11 dated 15^th January, 2021 issued by the Securities and Exchange Board of India	a. Appointment of Dr. Rakesh Mohan as a Non-Executive and Independent Director of the Company b. Re-appointment of Mr. Atul B. Lall as Managing Director of the Company c. Increase in the limit of managerial remuneration payable to Mr. Atul B. Lall d. To approve raising of funds in one or more tranches, by issuance of securities by way of private offerings, qualified institutions placement(s) and/or any combination thereof or any other method as may be permitted under applicable law for an amount not exceeding Rs. 500 Crores
2021-22	23^rd August 2022 at 03.00 P.M	Held through Video Conferencing pursuant to General Circular no. 20/2020 dated 5^th May, 2020, 02/2021 dated January 13, 2021, 19/2021 dated 8^th December, 2021,21/2021 dated 14^th December, 2021 and 02/2022 dated 5^th May, 2022 issued by the MCA ("MCA Circulars") and Circular No. SEBI/HO/ CFD/ CMD2/CIR/P/2022/62 dated 13^th May 2022 issued by the SEBI ("SEBI Circular") and in compliance with the provisions of the Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")	a. Continuation of Office of Dr. Manuji Zarabi (DIN: 00648928) as a Non-Executive Independent Director of the Company beyond the age of 75 years b. Approval of Loans, Investments, Guarantee or Security under Section 185 of Companies Act, 2013 c. Approval of remuneration payable to Mr. Sunil Vachani (DIN: 00025431), Executive Chairman & Whole time Director of the Company as per Regulation 17(6)(e) of SEBI (LODR) Regulations, 2015. d. Grant of stock options to the employees of Associate Companies including Joint Venture Companies, under Dixon Technologies (India) Limited —Employees Stock Option Plan, 2018 ("DIXON ESOP 2018") and Dixon Technologies (India) Limited- Employee Stock Option Plan, 2020 ("DIXON ESOP 2020")

POSTAL BALLOT

During the FY 2022-23, no special resolution was passed through the exercise of postal ballot for seeking approval of members of the Company.

Procedure for E-voting

In compliance with the provisions of Sections 108 of the Act, read with applicable rules, your Company provides electronic voting (e-voting) facility to all its members. Your Company engages the services of KFin Technologies Limited for the purpose of providing e-voting facility to all its members. Members can refer e-voting instructions provided in the Notice of Annual General Meeting. Members whose names appear on the register of members as on cut-off date i.e. 22^nd September, 2023 shall be eligible to participate in the e-voting.

Participation and voting at 30^th Annual General Meeting

Pursuant to the General Circular numbers, 10/2022 dated 28^th December, 2022, 20/2020, 02/2021,02/2022 issued by the Ministry of Corporate Affairs and Circular number SEBI/HO/CFD/ PoD-2/P/CIR/2023/4 dated 5^th January, 2023 issued by SEBI, the 30^th Annual General Meeting of the Company will be held through video-conferencing and the detailed instructions for participation and voting at the meeting is available in the Notice of the 30^th Annual General Meeting.

Extra-Ordinary General Body Meetings (including adjourned Meetings) during the FY 2022-23

No Extra-ordinary general meeting was held during the FY 2022-23.

Means of Communication

Results

The Quarterly and Half-yearly/Annual financial results are forthwith communicated to the BSE Limited (the "BSE") and National Stock Exchange of India Limited (the "NSE"), (both BSE and NSE are collectively referred as the "Stock Exchanges") where the shares of your Company are listed, as soon as they are approved and taken on record by the Board of Directors. Additionally your Companys quarterly/half yearly/ annual financial results are simultaneously published in ‘Business Standard- English and Hindi in accordance with SEBI Listing Regulations. Also they are also put up on your Companys website at www.dixoninfo.com.

The details of announcements of Quarterly results by your Company during the FY 2022-23 are as follows:

Quarter ended	Date of Board Meeting where Quarterly results were approved	Date of Publishing in Newspaper (English And Hindi)
30^th June, 2022	27^th July, 2022	28^th July, 2022
30^th September, 2022	20^thOctober, 2022	21^st October, 2022
31^st December, 2022	25^th January, 2023	26^th January, 2023
31^st March, 2023	23^rd May, 2023	24^th May, 2023

Website:

Your Companys website contains a separate dedicated section ‘Investors where shareholders information and official news releases pertaining to financial results etc., are available. Your Companys Annual Report is also available in downloadable form on the website of your Company www.dixoninfo.com.

Presentations made to Institutional Investors or to the Analysts

Your Company hosts a quarterly conference call post declaration of quarterly/half yearly/annual results of your Company, along with the discussion on the performance of the different business divisions of your Company. This is followed by the question and answer session by the analysts/ investors logged into the conference call. Presentations made, if any, to the Institutional Investors/Analysts are hosted on the website of your Company, along with the Transcripts of the Investor/Analysts Calls/Meets hosted by your Company on the website of the Company at ( www.dixoninfo.com )

Details of any scheduled Analysts Meet/Conference Call are usually intimated to the Stock Exchanges in advance and the outcome of such Analysts Meet/Conference Call are intimated within the requisite timelines to the Stock Exchanges.

General Shareholder Information

Annual General Meeting

Day and Date: Friday and 29^th September, 2023 Time : 11.00 a.m. (I.S.T.)

Mode : Video Conferencing/Other Audio Visual Means ("VC/ OAVM")

E-Voting dates: From 09:00 A.M. on 26^th September, 2023 (Tuesday) to 05.00 P.M. on 28^th September, 2023 (Thursday)

Financial Year

1^st April, 2022 – 31^st March, 2023

Tentative Financial Calendar – for the Financial Year ending 31^st March, 2024

Quarterly Results for the Quarters ending 30^th June, 2023, 30^th September, 2023, 31^st December, 2023, 31^st March, 2024 will be approved in the Board Meetings subject to finalization of the dates by the Board of Directors. Annual General Meeting for the Financial Year 2023-24 will be tentatively held between April-September, 2024. The Financial Results/statements for the FY 2023-24 will be published in Newspapers along with intimation to Stock Exchanges, BSE and NSE. Additionally, the same will be posted on the website of your Company at www.dixoninfo.com.

Book Closure

The dates of book closure are from 23^rd September, 2023 to 29^th September, 2023, inclusive of both days.

Dividend Policy and Dividend details

The Company has adopted Dividend Distribution Policy of your Company in terms of the requirement of SEBI Listing Regulations. The Policy is available on the website of the Company under the weblink: https://dixoninfo.com/json/dixon/codes-policy/Dixon_ dividend-distribution-policy.pdf.

Also, the Company remits the payment of Dividend through online transfer and in cases where Bank details are not updated, the Dividend for those shareholders are paid through Demand draft which are immediately dispatched to the respective shareholders. As on 31^st March, 2023 an amount of Rs. 1,33,100.28 remains unclaimed by shareholders for the dividend declared during the FY 2017-18 to FY 2021-22.

Our Company suo-moto attempted to pay the unpaid dividend to the shareholders and achieved to pay the amount of unpaid dividend to 338 shareholders of total amount of Rs. 11,026.07/-.

The dividend of Rs. 3/- per equity share, as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid/dispatched within 30 days from the date of ensuing AGM of the Company to all the shareholders of the Company holding shares as on the cut-off date i.e. Friday, 22^nd September, 2023.The details of unpaid dividend along with due dates for transfer to IEPF are available at https://dixoninfo.com/unpaid-unclaimed-dividend-data.php

Transfer to Investor Education & Protection Fund

During the year, your Company was not required to transfer any amount to the Investor Education and Protection Fund.

Listing Details

At present, the equity shares of your company are listed on National Stock Exchange of India Limited and BSE Limited. The annual listing fees for the Financial Year 2022-23 to both the stock exchanges has been paid.

Name and Address of Stock Exchanges	Stock/ Scrip Code
BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001	540699
National Stock Exchange of India Limited,	DIXON
Exchange Plaza, Bandra Kurla Complex, Mumbai 400 051

Market price data, during each month

(In points)

	BSE Sensex		NSE Nifty 500
Month	High	Low	High	Low
April22	60,845.10	56,009.07	15,477.8	14,617.05
May22	57,184.21	52,632.48	14,798.3	13,389.75
June22	56,432.65	50,921.22	14,300	12,855.55
July22	57,619.27	52,094.25	14,677.75	13,192.9
August 22	60,411.20	57,367.47	15,445.5	14,666.2
September22	60,676.12	56,147.23	15,724.45	14,516.3
October22	60,786.70	56,683.40	15,433.05	14,585.8
November22	63,303.01	60,425.47	15,991.6	15,384.35
December22	63,583.07	59,754.10	16,041.65	14,985.4
January23	61,343.96	58,699.20	15,575.7	14,675.05
February23	61,682.25	58,795.97	15,154.1	14,465.7
March23	60,498.48	57,084.91	14,952.85	14,177.50

Stock Market Price Data

(In points)

	BSE		NSE
Month	High	Low	High	Low
April22	4,688.70	4,150.00	4,690.00	4,143.50
May22	4,269.75	3,185.05	4,267.65	3,180.55
June 22	3,995.25	3,250.10	3,994.30	3,250.25
July22	4,018.05	3,510.20	4,019.50	3,508.00
August 22	4,174.00	3,698.95	4,174.55	3,696.90
September22	4,670.00	4,007.90	4,670.00	4,006.05
October22	4,523.05	4,183.70	4,525.00	4,185.55
November22	4,664.10	4,209.00	4,664.95	4,207.00
December22	4,412.80	3,677.25	4,414.90	3,671.70
January23	3,959.85	2,554.95	3,960.00	2,553.00
February23	2,903.00	2,581.80	2,904.00	2,581.20
March23	3,051.00	2,755.15	3,052.80	2,754.05

Declaration regarding suspension of securities

The securities of your Company have not been suspended during the year.

Companys Registrar & Transfer Agent during the year:

Your Companys Registrars & Transfer Agents ("RTA") for its share registry (both, physical as well as electronic) is KFin Technologies Limited having its office at Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana 500032, India.

Distribution of Shareholding by size as on 31^st March, 2023

Category (Amount)	No. of Cases	% of Cases	Total Shares	Amount	% of Amount
1-5000	377756	99.890525	84,29,632	1,68,59,264	14.153137
5001- 10000	137	0.036227	4,78,558	9,57,116	0.803487
10001- 20000	79	0.020890	5,84,432	11,68,864	0.981246
20001- 30000	40	0.010577	5,12,992	10,25,984	0.861301
30001- 40000	19	0.005024	3,34,855	6,69,710	0.562213
40001- 50000	6	0.001587	1,31,851	2,63,702	0.221374
50001- 100000	42	0.011106	14,62,712	29,25,424	2.455856
100001& Above	91	0.024063	4,76,25,133	9,52,50,266	79.961385
Total	378170	100.00	5,95,60,165	11,91,20,330	100.00

Dematerialisation of Shares and liquidity:

As on 31^st March, 2023, 99.9997% of shareholding of your Company was held in dematerialised form with National Securities Depository Limited and Central Depository Services (India) Limited. The International Securities Identification Number ("ISIN") allotted to your Companys Shares is INE935N01020.

Outstanding GDR / ADR / Warrants or any convertible instruments, conversion date and likely impact on equity as of 31^st March, 2023

Your Company does not have any outstanding GDR / ADR / Warrants or any convertible instruments as on 31^st March, 2023.

Details of Public Funding Obtained:

During the FY 2022-23, your Company has not raised any moneys by way of further public offer.

Commodity Price risk or foreign exchange risk and hedging activities

Exposure of the listed entity to commodity and commodity risks faced by the entity throughout the year: Not applicable

Your Company actively monitors the foreign exchange movements and takes forward covers as appropriate to reduce the risks associated with transactions in foreign currencies. Your Company hedges the risk involved in the Forex exposure by taking suitable forward contracts against the Forex exposure.

Details of foreign currency exposure are disclosed in Notes forming part of financial statements of this Annual Report.

Details of utilization of funds raised through preferential allotment or qualified Institutions placement as specified under

Regulation 32 (7A) of the SEBI Listing Regulations are not applicable on the Company for the current financial year.

The Company has not raised any funds through preferential allotment or institutional placement, therefore such Regulation 32(7A) is not applicable on your Company.

Details of recommendation of Committees of the Board which were not accepted by the Board

Nil- All recommendations of the Committees of the Board were duly accepted by the Board.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part

( Rs. in Lakhs)

	Fees paid during
Name of entity
	FY 2022-23
Dixon Technologies (India) Limited	40
Dixon Global Private Limited	4
Padget Electronics Private Limited	29
Dixon Electro Appliances Private Limited	2
Dixon Electro Manufacturing Private Limited	0.89
Dixon Technologies Solutions Private Limited	0.54
Dixtel Communications Private Limited	0.12

Disclosure in relation to Sexual Harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013: a. Number of complaints filed during FY 2022-23: 0 b. Number of complaints disposed of during FY 2022-23: 0 c. Number of complaints pending as on end of the FY 2022-23:0

Plant Locations

Following are the list of Manufacturing Facilities/Corporate office located PAN India, on consolidated basis as on the date of the report:

Plant location (Addresses)	Products manufactured
B-14 & 15, Phase-II, Noida-201305	Corporate Office
B-18, Phase II, Noida, Gautam Buddha Nagar, UP- 201305	PCB for Air Conditioners
C-33, Phase II, Noida, Gautam Buddha Nagar, UP- 201305	LED Bulbs
Plot No. 6, Sector-90, Noida	Mobile phones/ Laptops.
A – 23, Sector-60, Noida	Mobile Phones
First Floor, Plot No.154C, Block-A, Sector-63, Noida	Mobile Phone, Laptop
Khasra No 1050, Central Hope Town, Selaqui Industrial Area, Dehradun, Uttarakhand	LED bulbs, Battens, T-LEDs, Down Lighter, Ballast, etc.
Plot No- C-3/1, Selaqui Industrial Area, Dehradun, Uttarakhand	Washing Machines
Plot No. 262M, Selaqui Industrial Area, Dehradun, Uttarakhand	Backward integration of plastic parts and sheet metal components
gKhasra No. 261MIN, Central Hope Town, Selaqui, Dehradun, Uttarakhand-248197	Backward integration of plastic parts and sheet metal components
Plot no 992/2, Selaqui Industrial Area, Dehradun, Uttarakhand	LED bulb repairing
Plot No. C-2/1, UPSIDC (SIDCUL), Industrial Area, Tehsil Vikas Nagar, Dehradun, Uttarakhand	Washing Machine
Shed No. 2, 4, 5, 6, 7, 8, 9, 10 EMC II, Govindavaram, Chittoor- 517526	LED TVs & Reverse Logistics
Shed 1-4, YSR EMC-II, Kadapa, Kopparthy	CCTV & Security Systems
Plot No. 1-4, Rural Industrial Complex, VPO-Hambran, Ludhiana	Telecom
Plot No. 30 & 31. Govindavaram panchayat, Tirupati	Washing Machine
Plot no. 122 & 265, Central Hope Town, Selaqui, Dehradun	Lighting
Plot No. C-8, SIDCUL Industrial Area, Selaqui Dehradun, Uttarakhand	Washing Machine
B-14. Sector-85 Noida	Telecom
B-17, Sector-85 Noida	Wearables & Hearables
A-14, Sector-68 Noida, Gautam Buddha Nagar-201301	Mobile
EMC-2, Shed 12 & 13, Vikruthmala, Yerpedu Mandal, Chittoor, District, Andhra Pradesh	TV Mould

Consolidation of folios and avoidance of multiple mailing

In order to enable your Company to reduce costs and duplication of efforts for investor servicing, members who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to consolidate all similar holdings under one folio. This would help in monitoring the folios more effectively. Members may write to the Registrar and Transfer Agent indicating the folio numbers to be consolidated. The address of RTA is given herein below:

Address for correspondence:

Shareholding related queries:	General Correspondence
KFIN TECHNOLOGIES LIMITED	DIXON TECHNOLOGIES (INDIA) LIMITED
Karvy Selenium Tower B,	B-14 & 15, Phase-II, Noida,
Plot 31-32, Gachibowli, Financial District,	UttarPradesh-201305
Nanakramguda, Hyderabad,	Tel: 0120-4737200
Telangana 500 032, India	Fax:0120-4737273
Toll free: 18003094001	E-Mail: investorrelations@dixoninfo.com
E-Mail:einward.ris@kfintech.com	Website: www.dixoninfo.com

List of Credit Ratings

A. You may refer Directors Report for Credit ratings issued by ICRA during the FY 2022-23;

B. Credit ratings for debt instruments or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad are forming part of the Directors report.

Other Disclosures

Material Related Party Transactions:

Your Companys major related party transactions are generally with its Subsidiaries and Joint Venture Companies. The related party transactions are entered into based on consideration of various business exigencies, such as synergy in operations. All the arrangements / transactions entered by your Company during the financial year with related parties were in the ordinary course of business and at an arms length basis. During the year under review, your Company had entered into contract/ arrangement / transaction with related parties which could be considered material in accordance with the materiality policy of the Company of related party transactions. For details on the Related Party Transactions please refer the notes to Financial Statements, forming part of the Annual Report.

None of the transactions with any of related parties were in conflict with your Companys interest. Your Companys materiality Policy on Related Party Transactions is available on your Companys website and can be accessed at https:// dixoninfo.com/json/dixon/codes-policy/Dixon_Related-Party-Transaction-Policy.pdf.

The required statements / disclosures, with respect to the related party transactions, are placed before the Audit Committee and the Board of Directors, on quarterly basis in terms of Regulation 23(3) of the SEBI Listing Regulations and other applicable laws for approval / information. Prior Omnibus approval is obtained for Related Party Transactions which are of repetitive nature.

Further, as per Regulation 23(9) of the SEBI Listing Regulations, your Company has also filed the details of related party transactions on a consolidated basis with the stock exchanges as per the timelines specified under the said Regulations.

Disclosure of the Loans and advances in the nature of loans to firms/companies in which directors are interested are as under:

S. No.	Nature of Transaction	Nature of Transaction	Name of the Firms/Companies in which Directors are interested	Amount (In Lakhs)
1.	Dixon Technologies (India) Limited	Loan Given	Padget Electronics Private Limited	87,609
2.	Dixon Technologies (India) Limited	Loan Given	Dixon Electro Appliances Private Limited	1,731
3.	Dixon Technologies (India) Limited	Loan Given	Dixon Electro Manufacturing Private Limited	15,079
4.	Dixon Technologies (India) Limited	Loan Given	Dixon Technologies Solutions Private Limited	2,410

Details of material subsidiaries of the Listed Entity:

S. No.	^{Name of the Material Subsidiary}	Date and Place of Incorporation	Name of the Statutory Auditor	Date of appointment of Statutory Auditor
1.	Padget Electronics Private Limited	10/06/2013 and Noida	M/s JKVS & Co.	14^th August, 2019

Particulars of Senior Management (including changes therein since 31^st March, 2023)

The details of Senior Management of the Company (including changes therein as on date of the report) as per the definition specified in Regulation 16 of the SEBI (LODR) regulations:

1. Mr. Abhijit Kotnis (President & Chief Operating Officer- Consumer Electronics)

2. Mr. Rajeev Lonial (President & Chief Operating Officer- Home appliances)

3. Mr. Pankaj Sharma (President & Chief Operating Officer- Security Surveillance)

4. Mr. Ashish Kumar (Chief Legal Counsel & Group Company Secretary)

5. Mr. Saurabh Gupta (Chief Financial Officer)

6. Mr. Nirupam Sahay (President & Chief Operating Officer- Lighting Solutions)

7. Mr. Kamlesh Kumar Mishra (President - Mobile)

8. Mr. Kishore Kumar Kaul- (Business Head- New Vertical)

9. Mr. Arjun Singh- Chief Human Resource Officer (CHRO) 10. Mr. Jyoti Prakash Nanda- (Associate Vice President- IT) 11. Mr. Suneel Kumar Singh- (Vice President) 12. Mr. Ashish Mohanty- Vice President (LED TV) 13. Mr. Fateh Singh Sachdeva – Vice President (Quality) 14. Mr. Praveen Tandon- Vice President (Washing Machine) 15. Mr. Lakshmipathy Karanam Natarajan- Vice President 16. Mr. Amit Mittal- Senior Vice President (Operation) 17. Mr. Amit Pradhan- Vice President (IT) 18. Mr. Kunal Chaudhuri Vice President (Lighting) 19. Mr. Vishal Goyal- Associate Vice President (Washing Machine) 20. Mr. Kailash Chander Sharma- Vice President (Store) 21. Mr. Nityanand Pandey- Senior Vice President (Washing Machine)

Details of non-compliance by your Company, penalties, and strictures imposed on the company by stock exchange or SEBI, or any statutory authority, on any matter related to capital markets

There has not been any non-compliance, penalties or strictures imposed on your Company by the Stock Exchanges, SEBI or any other statutory authority, on any matter relating to the capital markets during the last three years.

Vigil Mechanism / Whistle Blower Policy

Your Company has adopted "Whistle Blower Policy" which provides a vigil mechanism for dealing with instances of fraud, mismanagement, unethical behaviour, actual or suspected violation of the Companys code of conduct.

This Policy is your Companys statement of values and represents the standard of conduct which all employees are expected to observe in their business endeavours. The Policy reflects your

Companys commitment to principles of integrity, transparency and fairness.

Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee. There was no complaint received through the said mechanism during the FY 2022-23.

This Policy is overseen by the Audit Committee. Through the said Policy, Directors and employees can report concerns of unethical behaviour, actual or suspected fraud or violation of your Companys ‘Code of Conduct. The said Policy provides adequate safeguards to the Whistle Blower against victimization. The Whistle Blower Policy has also been uploaded on the website of the Company at https://dixoninfo.com/json/dixon/codes-policy/ Whistle-blower-policy.pdf.

Also, during the year, the Company organised workshop/training programme for its employees and staff to create awareness on sexual harassment law.

Compliance with mandatory and adoption of non-mandatory requirements of the SEBI Listing Regulations

Your Company has complied with mandatory requirement of the SEBI Listing Regulations. In compliance with the said Regulations, your Company has obtained a certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance. The said certificate is annexed to this Report.

Your Company has also adopted the non-mandatory requirements specified under Part E of Schedule II of SEBI Listing Regulations regarding direct reporting of Internal Auditor of your Company to the Audit Committee of the Board of Directors. These are as under :

S.No.	Particulars	Status
1	Board	Not Applicable as our Chairperson is Executive.
	Non-Executive Chairperson may be entitled to maintain a chairpersons office at the listed entitys expense and also allowed reimbursement of expenses incurred in performance of his duties
2	Shareholders Right	The Companys half-yearly and quarterly results are published in leading
	A Half - Yearly declaration of financial performance including summary of significant events in last six-months, may be sent to each household of shareholders	English and Hindi newspapers and also uploaded on the website of the Company. The Company has taken adequate steps to educate the shareholders on the performance of the Company through timely disclosures on the stock exchange, discussions and deliberation at the quarterly results Investor calls.
3	Modified opinion in Audit Report	Complied. There is no qualification in the Audit Report for the FY 2022-
4	The listed entity may move towards a regime of financial statements with unmodified opinion Reporting of Internal Auditor The Internal Auditor may report directly to the	23. Complied - The Internal Auditors of the Company are present in Audit Committee Meetings, and they report to the Audit committee by presenting
	Audit Committee	their internal audit reports and findings.
5	Separate Posts of Chairperson and the Managing	Not Complied- The post of Chairperson and Managing Director or CEO is
	Director or CEO	different.
6	Reporting of Internal Auditor	The Internal Auditor of the Company attends the meeting of the Audit
		Committee on regular basis and provides its report directly to the Audit Committee.

Also, certificate from Practicing Company Secretary has been obtained to the effect that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board or Ministry of Corporate Affairs or any other Statutory Authorities. The said certificate is annexed to this Report.

Weblink:

a. Web link of Policy for determining ‘material subsidiaries is https://dixoninfo.com/json/dixon/codes-policy/Policy%20 on%20Material%20Subsidiary.pdf and;

b. Web link of Policy on dealing with related party transactions is https://dixoninfo.com/json/dixon/codes-policy/Dixon_ Related-Party-Transaction-Policy.pdf

Disclosure of certain types of Agreements binding listed entities

No agreements have been entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or which imposes any restriction or creates any liability upon the Company.

Non Compliance of any Requirement of Corporate Governance Report

Your Company has not made any non- compliance of any requirement of Corporate Governance Report

Confirmation of Compliance with the Corporate Governance Requirements Specified in Regulation 17 To 27 And Clauses (B) to (I) of Sub-Regulation 2 of Regulation 46 of Sebi Listing Regulations

Your Company is in compliance with the requirements stipulated under Regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance.

Compliance Management

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

NSE Electronic Application Processing System (NEAPS):

The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among others are filed electronically on NEAPS.

BSE Corporate Compliance & Listing Centre (the ‘Listing Centre):

BSEs Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, statement of investor complaints, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: centralised database of all complaints by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

General Shareholders Information

Disclosures with respect to demat suspense account/ unclaimed suspense account

Your Company does not have any securities in the demat suspense account/unclaimed suspense account.

General shareholder information required under regulation 36(3) of the SEBI Listing Regulations:

Name of Director	Mr. Sunil Vachani	Mr. Keng Tsung Kuo	Mr. Arun Seth
gNature of Appointment	Director liable to retire by rotation	Independent Director	Independent Director
DIN	00025431	03299647	00204043
Date of Birth	27^th November, 1968	4^th December, 1958	19^th November, 1951
Date of	Date of appointment- 5^th May, 2017	12 ^th April, 2019	To be approved at the ensuing Annual
Appointment/ Re-appointment	Date of Re-appointment- 5^th May, 2022		General Meeting.
Qualification	Degree of Associate of Applied Arts in Business Administration from the American College in London	Master of Electrical Engineering & Executive MBA from National Taiwan University	Alumnus of IIT Kanpur and IIM Calcutta.
Expertise in Specific area	Mr. Sunil Vachani has nearly three decades of experience in the EMS industry. He is associated with the Company since its inception and under his reins, the Company has been adjudged as one of the leading Indian EMS by various trade journals and industry bodies . Mr. Vachani has been associated with various industry bodies and has headed ESC (Electronics Software Export Promotion Council of India) for 2 years besides being active in Confederation of Indian Industry (CII) as the Co-Chair of ICTE Committee & Executive Committee member of CEAMA (Consumer Electronics and Appliances Manufacturers Association).	He has over 30 years of rich and extensive experience in Business & Selling Strategy, Human Resource & Globalization Strategy, Change Management and Leadership & Management.	Mr.Sethhasworkedinseniorcommercial positions in British Telecom, HCL, Usha Martin and the UB Group, in the last 40 years. He was a Managing Director of British Telecom since 1995 and retired as Non-Executive Chairman of British Telecom in India in 2012. He was also on the Board of Airtel and Tech Mahindra, Jubilant Foodworks (Dominos) and Chair of Nasscom Foundation. He took early retirement to focus on bringing the benefits of IT and Telecom to the real- world businesses i.e. energy, health, fintech and payments, hospitality, retail etc., and help create a vibrant entrepreneurial system. Currently, he is also an independent Director on the Board of various companies including listed companies like Jubilant Pharmova Ltd and Jubilant Ingrevia Ltd. WW

Name of Director	Mr. Sunil Vachani	Mr. Keng Tsung Kuo	Mr. Arun Seth
Directorships in other Companies	Unlisted Entity:	Unlisted entity:	Listed Companies:
	• Padget Electronics Private Limited	• Vtouch Hitechnologies Private Limited	1. Jubilant Pharmova Limited
	• Dixon Electro Manufacturing Private Limited	• Digital Doctor Private Limited	2. Jubilant Ingrevia Limited 3. Narayana Hrudayalaya Limited^*
	• Dixon Technologies Solutions Private Limited		Unlisted Companies: 1. Kent RO Systems Limited
	• AIL Dixon Technologies Private Limited		2. Usha Breco Limited
	• Consumer Electronics and Appliances Manufacturers Association		3. LE Travenues Technology Limited 4. Sify Technologies Limited
	• Prikar Holding Private Limited		5. Na_a Innovations Private Limited
			6. Devrev Cloud India Private Limited
			7. Sify Digital Services Limited
			8. IITK Foundation For Medical Research and Technology
			9. Cyber Media Research & Services Limited
			10. Hunger INC Hospitality Private Limited
			11. Nudge Lifeskills Foundation
			12. Pamp Technologies (India) Private Limited
			13. Sify Infant Spaces Limited *Effective 7^th August, 2023, he will delimit his Directorship from one of the aforesaid Public Companies
Membership / Chairman of Committees (other than your Company)*	NIL	NIL	NIL
Shareholding in the Company	15,749,644 equity shares 26.44%) as on 31 ^st March, 2023	NIL as on 31^st March, 2023	NIL
Relationships between directors inter-se	Not related to any Director/Key Managerial Personnel of the Company	Not related to any Director/ Key Managerial Personnel of the Company	Not related to any Director/Key Managerial Personnel of the Company

* In accordance with Regulation 26 of the SEBI Listing Regulations, Chairmanship/Committee Membership of Audit Committee & Stakeholders Relationship Committee of other Public Limited Companies only has been considered.

For more details kindly refer Annexure - A forming part of Notice.

Regulation 34(3) compliance of SEBI Listing Regulations

Your Company is in compliance with the disclosures required to be made under this report in accordance with the Act and regulation 34(3) read with Schedule V to the SEBI Listing Regulations.

Company Registration details

Your Company is registered in the State of Uttar Pradesh, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L32101UP1993PLC066581.

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