Dixon Technologies (India) Ltd Directors Report

Dear Member(s),

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

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

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

	Standalone		Consolidated
Particulars	For the financial year ended		For the financial year ended
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations	5,40,090	6,41,140	38,86,010	17,69,090
Other Income	6,647	3,729	2,023	2,256
Total Income	5,46,737	6,44,869	38,88,033	17,71,346
Profit/ (Loss) before depreciation, finance costs,	31,306	35,244	1,52,781	72,019
Exceptional items and tax expenses
Less: Depreciation/ Amortization/ Impairment	7,065	6,398	28,102	16,188
Profit/ (Loss) before Finance costs, exceptional items	24,241	28,846	1,24,679	55,831
and tax expenses
Less: Finance costs	5,303	4,148	15,435	7,472
Profit/ (Loss) before exceptional items and tax expenses	18,938	24,698	1,09,244	48,359
Profit/ (Loss) of Joint Venture Companies	-	-	1,738	1,024
Add/ (Less): Exceptional items	48,950	-	45,998	-
Profit/ (Loss) Before tax	67,888	24,698	1,56,980	49,383
Less: Taxes (current & deferred)	11,298	6,132	33,722	11,891
Profit/ (Loss) for the year	56,590	18,566	1,23,258	37,492
Total comprehensive income/ (loss)	56,544	18,667	1,23,290	37,578
Balance of profit/ (Loss) for earlier years	1,01,066	84,287	1,31,136	96,148
Add: Profit during the year	56,590	18,566	1,09,554	36,775
Less: Dividend paid on equity shares	2,991	1,787	3,291	1,787
Balance carried forward	1,54,665	1,01,066	2,37,399	1,31,136

OVERVIEW AND STATE OF COMPANYS AFFAIRS

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

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

*Source: Economic Times (ET Manufacturing) ^#Source: Annual Report of Niti Aayog for FY 2024-25 manufacturing services. Dixon is also well positioned to capitalize on Indias growing electronics manufacturing sector, supported by government incentives and increasing demand from global brands. The improvement in profitability is attributed to the Companys focus on operational efficiency and effective strategies of the Company. The liquidity position of the Company also remained strong during the year.

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

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

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

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

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

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

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

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

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

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

Dixon acquired 50.10% stake in IsmartU India Private Limited

(" IIPL"), thereby making IIPL a Subsidiary of Dixon;

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

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

Dixon entered into an MOU with Cellecor Gadgets Limited

("Cellecor") for manufacturing of Washing Machines and its related components for Cellecor;

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

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

Dixon&SignifyInnovationsIndiaLimitedpartneredtoformaJoint Venture for OEM business of lighting products & accessories.

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

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

Your Companys ranking in terms of market capitalization as on 31^st December, 2024 was 124 at BSE Limited and 123 at National Stock Exchange of India Limited.

Appropriations

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

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

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

The Register of Members and Share Transfer Books of your Company shall remain closed from Wednesday, 17^th September, 2025 to Tuesday, 23^rd September, 2025 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31^st March, 2025 at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

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

SHARE CAPITAL STRUCTURE

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

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

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

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

EMPLOYEES STOCK OPTIONS PLANS (ESOPs)

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

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

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

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

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

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

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

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

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

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

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

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

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

CREDIT RATINGS

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

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

INVESTOR EDUCATION AND PROTECTION FUND

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

DEPOSITS

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

CHANGE IN THE NATURE OF BUSINESS

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

CONSOLIDATION OF FINANCIALS

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND THEIR FINANCIAL PERFORMANCES

SUBSIDIARIES

1. Padget Electronics Private Limited

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

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

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

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

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

2. Dixon Electro Appliances Private Limited

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

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

It has reported a Profit of RS. 7,093 Lakhs in F.Y. 2024-25

(previous year Profit: RS. 382 Lakhs)

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

3. Dixon Electro Manufacturing Private Limited

Dixon Electro Manufacturing Private Limited ("DEMPL") is a

100% Subsidiary of your Company. DEMPL is engaged in the business of manufacturing of consumer durables devices.

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

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

4. Dixon Technologies Solutions Private Limited

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

It has reported a Profit of RS. 1,949 Lakhs in F.Y. 2024-25

(previous year Profit: RS. 1,808 Lakhs)

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

5. Dixon Global Private Limited

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

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

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

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

6. Dixtel Communications Private Limited

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

Duringtheyear,ithasreportedalossofH(10)LakhsinFY2024-25 (previous year loss of H (0.25) lakhs). It is also informed that pursuant to voluntary application made by Dixtel with the jurisdictional Registrar of Companies ("ROC"), to strike-off its name from the register of companies, the name of Dixtel has been struck off from the register of companies by ROC vide its order dated 21^st September, 2024. Consequently, Dixtel ceased to be Wholly owned subsidiary of the Company effective 21^st September, 2024.

7. Dixon Display Technologies Private Limited

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

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

During the year, it has reported a loss of H (14) Lakhs in FY 2024-25 (previous year loss of H (0.12) lakhs).

Profit/ (Loss)	(Rs. in Lakhs)
FY2023-24	(0.12)
FY2024-25	(14)

8. Dixtel Infocom Private Limited

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

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

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

9. Dixon Electroconnect Private Limited

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

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

10. Dixon IT Devices Private Limited

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

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

11. Dixon Teletech Private Limited

Dixon Teletech Private Limited ("Dixon Teletech") is a 100% Subsidiary of your Company. During the year, it has reported a loss of RS. (1) Lakhs in FY 2024-25. The Company is yet to commence its business operations.

12. IsmartU India Private Limited

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

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

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

JOINT VENTURE/ ASSOCIATE COMPANIES

1. Rexxam Dixon Electronics Private Limited

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

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

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

2. Califonix Tech and Manufacturing Private Limited

Califonix Tech and Manufacturing Private Limited

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

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

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

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

3. AIL Dixon Technologies Private Limited

AIL Dixon Technologies Private Limited ("ADTPL") was a Joint Venture Company of your Company wherein 50% of the shareholding was held by your Company until 18^th September, 2024. Therefore, ADTPL ceased to be the Joint Venture of the Company effective 18^th September, 2024.

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

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

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

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

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

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

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

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

A statement containing all significant transactions and arrangements entered into by subsidiary companies is placed before the Companys Board; The Companys Policy for determining Material Subsidiaries is available on the website of the Company and can be accessed at https://www.dixoninfo.com/corporate-governance

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

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

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

RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

FUTURE OUTLOOK

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

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

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

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

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

Besides leveraging industry tailwinds, Dixon is scaling up across segments by taking higher share of wallet from our existing customers, our new customer additions and superior execution by managing the operations efficiently. Dixon intend to invest in capacities, backward integration and diverse into new product categories to support long-term growth opportunities with huge focus on quality, manufacturing excellence and consistently meeting the needs of our principal customers and strengthen our position as a key player in the industry. Dixon is looking forward to the opportunities ahead and confident in our ability to continue leading as Indias premier electronics manufacturing services company and consistently achieve revenue and profitability growth.

CORPORATE GOVERNANCE

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

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

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

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

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

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

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

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

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

The agenda and notice for the Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 5 (Five) times during the Financial Year 2024-25 i.e. on 15^th May, 2024, 23^rd and 24^th May, 2024, 30^th July, 2024, 24^th October, 2024 and 20^th January, 2025.

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

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

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

COMMITTEES OF THE BOARD

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

VIGIL MECHANISM

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

RISK MANAGEMENT COMMITTEE/ POLICY

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

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

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

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

a. Using firewalls on the network.

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

c. Company has a Strong password policy.

d. Automatic backup is scheduled for critical users.

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

f. External drives are blocked. g. Data Leakage Protection (DLP) installed across all systems. h. Conducting phishing email exercises

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

DETAILS WITH RESPECT TO ADEQUACY OF INTERNAL CONTROLS SYSTEMS AND COMPLIANCE WITH LAWS

Your Company has an adequate and effective system of internal controls commensurate with the nature of its business and the size and complexity of its operations and in line with the requirements of the Act, which is intended to increase transparency & accountability. These controls have been designed to provide a reasonable assurance over effectiveness and efficiency of operations, prevention and detection of frauds and errors, safeguarding assets from unauthorized use or losses, compliance with applicable laws and regulations, accuracy and completeness of the accounting records, timely preparation of reliable financial information. Your Company has a robust Internal Audit function. Audits are carried out across the organization, departments and sites. The Audit Committee approves the Internal Audit plan and scope of work. In addition, the Audit Committee receives a quarterly update of the key findings and the action taken report.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANYS OPERATIONS IN FUTURE

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

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

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

ANNUAL RETURN

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

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

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

DIRECTORS

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

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

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

KEY MANAGERIAL PERSONNEL ("KMPs")

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

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

DIRECTORS LIABLE TO RETIRE BY ROTATION

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

DECLARATION OF INDEPENDENT DIRECTORS OF THE COMPANY

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

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

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

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

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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

FORMAL ANNUAL EVALUATION

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

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

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

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

AUDITORS & AUDITORS REPORT

Statutory Auditors	M/s S.N. Dhawan & Co LLP (Firm registration number: 000050N/N500045) were re-appointed as Statutory Auditors of your Company at the 30th Annual General Meeting held on 29th September, 2023, for a second term of five consecutive years from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company. Further they have also confirmed their eligibility under Section 141 of the Act and rules made thereunder. Also, as per the SEBI Listing
M/s S.N. Dhawan & Co. LLP	Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board.
	The Independent Auditors Report given by the Auditors on the financial statement (Standalone and Consolidated) of your Company forms part of this Annual Report and are self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Secretarial Auditors	Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on 27th May, 2021 had appointed M/s Shirin Bhatt & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2021-22 and onwards. The Secretarial Audit Report (MR-3) for the financial year ended 31st March, 2025 is annexed herewith as Annexure – II. The said Secretarial Audit report does not contain any qualification, reservation or adverse remark.
M/s Shirin Bhatt & Associates, Practicing Company Secretaries	The Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 on compliance of all applicable SEBI Regulations and circulars and guidelines issued thereunder, was obtained from M/s Shrin Bhatt & Associates, Secretarial Auditors of the Company.
	In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are maintained by your Company.
Cost Auditors	The Board of Directors, on the recommendation of the Audit Committee, appointed M/s Satija & Associates, Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2025-26 at its meeting held on 20th May, 2025 The Cost Audit Report for the FY 2024-25 will be filed by the Company with the Ministry of Corporate Affairs, in due course.
M/s Satija & Associates, Cost Accountants	As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the members in the General Meeting for their ratification. Accordingly, a resolution seeking members ratification forms part of the notice of 32nd Annual General Meeting of the Company.
	The Company made and maintained the Cost records under Section 148 of the Act for the financial year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to the amendment in the SEBI Listing Regulations, top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility & Sustainability Report

(" BRSR") with effect from FY 2022-23.

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG")

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

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

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

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

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

GREEN INITIATIVE

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

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

HUMAN RESOURCES AND EMPLOYER BRANDING

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

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

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

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

d. Fitness Sessions and Health camps.

To improve Dixons presence and enhancing employer branding, the Company has a LinkedIn account which has approx. 87000+ followers with over 3,500+ followers adding per month consistently since last 12 months.

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

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

MEASURES TAKEN TO MOTIVATE EMPLOYEES

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

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

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

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

DIRECTORS APPOINTMENT AND REMUNERATION

POLICY

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

Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee. The policy can be accessed at the following Link: https://www.dixoninfo.com/corporate-governance. During the year, the Nomination & Remuneration policy of the Company was aligned with the best industry practices. The policy inter-alia includes appointment and removal of Director, KMP and Senior Management Employees and their remuneration thereof.

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

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

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

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

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

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

Note: Of the 2 (two) complaints reported during FY 2024-25, 1 (one) complaint which was upheld was subsequently closed after the end of year on 17^th April, 2025.

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

REPORTING OF FRAUD BY AUDITORS

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

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY EMPLOYEES

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

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARD

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

LISTING ON STOCK EXCHANGES

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

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, your directors hereby confirm that: a. in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts for the financial year ended 31^st March, 2025, on a going concern basis; e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY FINANCIAL RATIOS

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGMENT

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