Markets

Your Directors take immense pleasure in presenting the 33^rd 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, 2026. The consolidated performance of your 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 your Company's financial performance (standalone & consolidated) for the year ended 31^st March, 2026
are as under:

INDUSTRY OVERVIEW AND STATE OF COMPANY'S
AFFAIRS

The global electronics market is growing at 5% CAGR and
is expected to reach 6Tn by 2030 whereas the Indian
electronics manufacturing is expected to reach $500
Bn including finished goods and components by FY 30
with 25% of production expected to be outsourced. India
has witnessed a transformative expansion of its digital
economy over the past decade, driven by a series of

strategic government initiatives that have reshaped
governance, industry and global engagement. This
transformation has significantly strengthened India's
position in electronics manufacturing, digital services and
global value chains. India's electronics manufacturing
sector has also undergone a structural transformation,
supported by targeted policy interventions and incentive
schemes such as the Production Linked Incentive (PLI)
Schemes, the Semicon India Programme (SIP), the
Scheme for Promotion of Manufacturing of Electronic

Components and Semiconductors (SPECS) and
Electronics Manufacturing Clusters (EMC 2.0). Government
interventions through these schemes have created
a complete electronics manufacturing ecosystem in
India. As a result, domestic value addition is steadily
increasing, with greater localization of components and
sub-assemblies. With the manufacturing expansion, India
has emerged as the world's second largest manufacturer
of mobile handsets by volume. To further consolidate its
manufacturing ecosystem, the Government of India has
also taken decisive steps towards building a diversified,
resilient, and sustainable semiconductor and display
manufacturing landscape.

In the Union budget 2026-27, the Government of India has
also increased the funding for Electronics Components
Manufacturing Scheme (ECMS) to INR 40,000 Crores,
showing a strong commitment to boost local production.
Over the past decade, India has made a huge progress
wherein the electronics production has grown nearly six
times with the sector creating around 25 lakhs jobs. India
is also exporting more electronics and becoming part of
global supply chain. Government policies and initiatives
have helped strengthen domestic manufacturing and
attract global companies and expand exports. The ECMS
aims to further deepen the supply chain ecosystem
and develop robust electronics component ecosystem
in India. The larger goal is to create a $500 billion
electronics manufacturing industry by 2030-31, making
India a global technology leader while generating more
jobs and opportunities at home. Further, according to
the economic survey 2025-26, electronics have become
India's third largest and fastest growing export category.

Dixon Technologies (India) Limited as a leading Indian
Electronics Manufacturing Services (EMS) Company
delivered a sound performance during FY 2025-26, driven
by large scale partnerships with leading global and
domestic companies, achieving operational excellence
through a centralized command centre enabling real
time visibility and closed-loop execution systems.

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, Refrigerator and Telecom and
Networking products, Wearables & Hearables.

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

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

• IsmartU India Private Limited, Subsidiary of Dixon
entered into an Asset Purchase Agreement with

KHY Electronic India Private Limited for acquiring
immovable & moveable for a total consideration of
'121 Crores excluding applicable taxes;

• Dixon entered into a Joint Venture Agreement
with Inventec Corporation and Dixon IT Devices
Private Limited. Further, the closing formalities in
connection with the aforesaid, have been completed
on 18^th October, 2025. Upon consummation of
the Transaction, Dixon and Inventec Corporation
have made an investment of '20,51,00,000 and
'13,68,00,000, respectively in Dixon IT Devices Private
Limited. Pursuant to the said investments, Dixon
and Inventec Corporation have acquired a total
of 2,05,10,000 equity shares and 1,36,80,000 equity
shares of '10/- each respectively, of Dixon IT Devices
Private Limited.

• Dixon has executed a Joint Venture Agreement with
Signify Innovations India Limited for the formation of
a JV Company in India to carry on the OEM business
of lighting products and accessories. Further, the
closing formalities in connection to the aforesaid got
completed on 1^st August, 2025;

• Dixon entered into an Agreement with Eureka Forbes
Limited for assembly/ manufacture & supply of
Robotic Vacuum Cleaners;

• Dixon entered into a binding term sheet with Kunshan
Q Tech Microelectronics Private Limited ("Q Tech")
and its shareholders for acquisition of 51% stake in
Q Tech. Pursuant to the same, Dixon entered into a
share subscription and purchase agreement with
Q Tech, Q Technology (Singapore) Private Limited
and Kunshan Q Technology International Limited, for
acquisition of 51% of the paid up share capital of Q
Tech. The closing formalities of the transaction got
consummated on 26^th September, 2025, wherein
Shareholders Agreement was executed in respect of
management of Q Tech;

• Dixon entered into a Master Services Agreement
with Tech Mahindra Limited to provide Industry 4.0
Automation Services, Smart Factory Services and
other software implementation services to Dixon;

• Dixon has entered into a Share Subscription and
Shareholder's Agreement with HKC Overseas Limited,
an affiliate of HKC Corporation Limited and Dixon
Display Technologies Private Limited ("DDTPL") in
respect of operation and management of DDTPL;

• Dixon's subsidiaries, Kunshan Q Tech Microelectronics
Private Limited and Dixon Electroconnect Private
Limited have been granted approval by the
Ministry of Electronics and Information Technology
(MeitY), Government of India under the Electronics
Component Manufacturing Scheme (ECMS) on

2^nd January, 2026, for manufacturing of Camera
Module Sub-assembly and Optical Transceiver-SFP,
respectively;

• Dixon on 14^th February, 2026 entered into a Joint
Venture Agreement with Longcheer Intelligence Pte.
Ltd. ("Longcheer") and Dixtel Infocom Private Limited
("JV Company"), Wholly Owned Subsidiary of Dixon,
for governing inter-se relationship of Dixon and
Longcheer in respect of operation and management
of the JV Company. The closing formalities of the
aforesaid were consummated on 3^rd March, 2026
wherein Dixon and Longcheer have made investment
of '7.39 Crores and '2.60 Crores, respectively, in the
JV Company. Pursuant to the said investment, Dixon
and Longcheer have acquired a total of 73,90,000
equity shares and 26,00,000 equity shares of '10/-
each respectively, of the JV Company.

• Dixon Display Technologies Private Limited has been
granted approval under the Electronics Component
Manufacturing Scheme (ECMS) on 30^th March, 2026,
for undertaking Display module Sub-assembly.

Your Company's ranking in terms of market capitalisation
on the basis of average market capitalisation from
1^st July, 2025 till 31^st December, 2025 was 114 at BSE Limited
and 115 at National Stock Exchange of India Limited.

AWARDS AND ACCOLADES

Great Place to work- Certified for 5 consecutive years.
This certification is a recognition of our people centric
practices, enhanced employee engagement, pursuit
of excellence and commitment to nurturing a high
performance culture.

POSH Conclave & Excellence Awards 2025- Dixon
Technologies (India) Limited has been awarded for
excellence in POSH policy implementation at the 3^rd POSH
Conclave & Excellence Awards 2025.

APPROPRIATIONS

The Directors are pleased to recommend a Final dividend
of '10/- per equity share of face value of '2/- each (@
500%), payable to those shareholders whose names
appears in the Register of members of your Company as
on 21^st September, 2026. The payment of dividend shall
be subject to approval of shareholders at the ensuing
33^rd Annual General Meeting ("AGM") to be held on
28^th September, 2026. The total cash outflow on account
of the payment of Dividend would be '62 Crores (approx).

The Board of Directors of your Company had approved
and adopted the Dividend Distribution Policy containing
all the necessary details as required by the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as "SEBI Listing Regulations").
The Dividend, if approved by the Members will be paid on
or before 30 days from date of Annual General Meeting
and in accordance with the Dividend Distribution Policy,
which is available on the website of your Company at
Dividend Distribution Policy. 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 your Company on or after 1^st April, 2020 shall
be taxable in the hands of the Members. Your Company
shall therefore, deduct tax at source (TDS) at the time of
making the payment of Dividend to the shareholders at
the applicable rates. The rates of TDS/ Withholding tax
would depend upon the category and residential status
of the shareholder(s).

The Register of Members and Share Transfer Books
of your Company shall remain closed from Tuesday,
22^nd September, 2026 to Monday, 28^th September, 2026
(both days inclusive) for the purpose of payment of
dividend for the financial year ended 31^st March, 2026 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 your Company during 2025-26 is as under:

The equity shares so alloted above ranked pari passu with the existing equity shares of the Company. Also, during the
year under review, there was no change in the Authorised Share capital of your 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 your Company.

EMPLOYEES STOCK OPTIONS PLANS (ESOPs)

Your Company has, from time to time, introduced
employee recognition schemes in the form of ESOPs and
such tools have been constructive in acknowledging
employee's contribution to the organisation. The objective
of the said ESOPs has always been 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.

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

During the year under review, the share allotment
committee allotted 2,400 equity shares of '2/- each
pursuant to exercise of employee stock options by eligible
employees under DIXON ESOP 2018.

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 2,90,480 equity shares of '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 2,72,325 equity shares of '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
in compliance with the provisions of the Companies Act,
2013 read along with rules made thereunder and 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 for your
Company:

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, 718 equity shares of
f2/- each, on which the dividend remained unpaid/
unclaimed for seven consecutive years, were transferred
to the Investor Education & Protection Fund Authority
("IEPFA"), after completing all the procedural formalities
in this regard. Further, an amount of f8,770/- was also
transferred to IEPFA during the year under review.

DEPOSITS

During the year under review, your Company has not
accepted any deposits from the public under Section
73 and 76 of the Companies Act, 2013 ("Act") and rules
made thereunder and no amount of principal or interest
was outstanding as at the end of Financial Year 2025-26.
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 was no change in the nature of business operations
carried on by your Company during the financial year
ended 31^st March, 2026.

CONSOLIDATION OF FINANCIALS

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

SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES AND THEIR FINANCIAL
PERFORMANCES

SUBSIDIARIES

1. Padget Electronics Private Limited

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

PEPL is engaged in the business of manufacturing,
selling, exporting, repairing or dealing in mobile
phones of all kinds and related components, parts,
spares, devices and accessories and manufacturing
of IT Hardware products such as Laptops as well.
PEPL currently manufactures feature phones,
smart phones, PCBA for mobiles with a backward
integration framework.

PEPL reported a profit of 48,861 Lakhs in 2025-26
(previous year profit: '39,070 Lakhs).

2. Dixon Electro Appliances Private Limited

Dixon Electro Appliances Private Limited ("DEAPL") is
a Joint Venture/ Subsidiary 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.

DEAPL is principally engaged in the business of
manufacturing of telecom and networking products.

DEAPL has reported a Profit of '16,055 Lakhs in 2025¬
26 (previous year Profit: '7,093 Lakhs)

3. Dixon Electro Manufacturing Private Limited

Dixon Electro Manufacturing Private Limited
("DEMPL") is a 100% Subsidiary of your Company
engaged in the business of manufacturing of
refrigerators.

DEMPL has reported a profit of ' 3,714 Lakhs in 2025¬
26 (previous year profit of ' 2,052 Lakhs)

4. Dixon Technologies Solutions Private Limited
(Wholly Owned Subsidiary until 31^st July, 2025)

Dixon Technologies Solutions Private Limited
("DTSPL") was a 100% Subsidiary of your Company
engaged in the business of manufacturing and deal
in, inter-alia, consumer durables devices including
LED lighting products and mechanical housing for
various products.

DTSPL has reported a Profit of '734 Lakhs (upto 31^st
July, 2025) in 2025-26 (previous year Profit: '1,949
Lakhs).

During the financial year ended 31^st March, 2026, your
Company entered into a binding term sheet and
subsequently executed a joint venture agreement
dated 12^th June, 2025 with Signify Innovations India
Limited to form a 50:50 Joint Venture Company

i.e. Lightanium Technologies Private Limited
("Lightanium"). The aforesaid involved inter-alia,
transfer of the lighting business of your Company,
including its entire stake in DTSPL, for which your
Company executed a Share Purchase Agreement
with DTSPL and Lightanium and a Business Transfer
Agreement with Lightanium, pursuant to which DTSPL
ceased to be the Wholly Owned Subsidiary of your
Company with effect from 1^st August, 2025.

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 '300 Lakhs in 2025-26
(previous year Profit: '119 Lakhs).

6. 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.

During the year ended 31^st March, 2026, Dixon
Display has reported a loss of '(18) Lakhs (previous
year loss of '(14) Lakhs).

7. Dixtel Infocom Private Limited (Wholly Owned
Subsidiary until 3^rd March, 2026)

Dixtel Infocom Private Limited ("Dixtel Infocom")
was a 100% Subsidiary of your Company engaged
in the business to manufacture and supply of smart
phone/tablets, true wireless stereo, smart watch, AI
PC, automotive electronics, healthcare devices etc.

During the year ended 31^st March, 2026, Dixtel
Infocom has reported a loss of '(21) Lakhs (previous
year loss of '(1) Lakhs).

Your Company on 14^th February, 2026 executed a Joint
Venture Agreement with Longcheer Intelligence Pte.
Ltd. ("Longcheer") and Dixtel Infocom for governing
inter-se relationship of your Company and Longcheer
in respect of operation and management of Dixtel
Infocom. Pursuant to the aforesaid, your Company
and Longcheer on 3^rd March, 2026 made investments
of '7.39 Crores and '2.60 Crores, respectively, in Dixtel
Infocom. Pursuant to the said investment, Dixon and
Longcheer have acquired a total of 73,90,000 equity
shares and 26,00,000 equity shares of 10/- each
respectively, of Dixtel Infocom. As a result, Dixon
now holds 74% and Longcheer holds 26% of the total
issued and paid up share capital of Dixtel Infocom
on a fully diluted basis and Dixtel Infocom ceased to
be a Wholly Owned Subsidiary of your Company with
effect from 3^rd March, 2026.

8. Dixon Electroconnect Private Limited

Dixtel Electroconnect Private Limited ("Dixon
Electroconnect") is a 100% Subsidiary of your
Company will be engaged in the business of
manufacturing and supply of optical transceiver
- SFP (Small Form-factor Pluggable) and BOSA
(Bidirectional Optical Subassembly) or other telecom
products.

During the year ended 31^st March, 2026, Dixon
Electroconnect has reported a loss of '(3) Lakhs
(previous year loss of '(1) Lakhs).

9. Dixon IT Devices Private Limited (Wholly Owned
Subsidiary until 18^th October, 2025)

Dixtel IT Devices Private Limited ("Dixon IT Devices")
was a 100% Subsidiary of your Company incorporated
to manufacture and deal in, inter-alia, all kinds
of Information Technology Products including
Information Technology (IT) hardware components
related equipment and components thereof.

Your Company on 30^th April, 2025 entered into a
Joint Venture Agreement with Inventec Corporation
("Inventec") and Dixon IT Devices for governing
inter-se relationship of your Company and Inventec
in respect of operation and management of Dixon
IT Devices. Basis the aforesaid, your Company and
Inventec made further investment into Dixon IT
Devices and acquired a total of 2,05,10,000 equity
shares in Dixon IT Devices pursuant to which Dixon
IT Devices ceased to be a Wholly Owned Subsidiary
of your Company with effect from 18^th October, 2025.
Your Company as on date of this report holds 60%
shareholding in Dixon IT Devices.

During the year ended 31^st March, 2026, Dixon IT
Devices has reported a loss of '(142) Lakhs (previous
year loss of ' (1) lakhs).

10. Dixon Teletech Private Limited

Dixtel Teletech Private Limited ("Dixtel Teletech")
is a 100% Subsidiary of your Company engaged in
the business to manufacture and deal in, inter-
alia, all kinds of information technology products,
including IT hardware components, related products,
equipments and components thereof.

During the year ended 31^st March, 2026, Dixon Teletech
has reported a loss of '(1) Lakhs (previous year loss
of '(1) Lakhs).

11. Dixon Electrocorp Private Limited

Dixon Electrocorp Private Limited ("Dixon
Electrocorp") was incorporated as a Wholly Owned
Subsidiary of your Company on 29^th August, 2025 to
manufacture and deal in, inter-alia, all kind electronic
related products including batteries, lithiumion
("Li-ion") battery, li-ion battery cell, Li-ion Cells
for digital applications, battery pack and battery
modules, related products, equipment and
components thereof.

During the year ended 31^st March, 2026, Dixon
Electrocorp has reported a loss of '(1) Lakhs.

12. IsmartU India Private Limited

IsmartU India Private Limited ("IIPL") is a Subsidiary of
Dixon wherein Dixon holds 50.10% of shareholding of
IIPL. 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 ended 31^st March, 2026, IIPL has
reported a profit of '23,290 Lakhs (previous year
profit of '24,538 Lakhs).

13. Kunshan Q Tech Microelectronics (India)
Private Limited (Subsidiary with effect from
26^th September, 2025)

Kunshan Q Tech Microelectronics (India) Private
Limited ("Q Tech") is a Subsidiary of your Company
wherein your Company holds 51% and Q Technology
(Singapore) Private Limited holds 49% equity shares.
Q Tech is engaged in the business of manufacturing,
selling and distribution of camera and fingerprint
modules for mobile handsets, electronic parts,
integrated circuits, sensors, consumer electronics,
Internet of Things systems, automotive applications

and related hardware and software in India
or abroad.

Your Company vide Share Subscription &
Purchase agreement executed with Kunshan Q
Tech Microelectronics (India) Private Limited, Q
Technology (Singapore) Private Limited and Kunshan
Q Technology International Limited on 17^th September,
2025, acquired 51% of shareholding of Kunshan Q Tech
Microelectronics (India) Private Limited ("Q Tech")
thereby making Q Tech as its Subsidiary with effect
from 26^th September, 2025.

Q Tech has reported a loss of ' (90) Lakhs in 2025-26.

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.

Rexxam Dixon has reported a profit of '4,056 Lakhs
in 2025-26 (previous year profit: '3,859 Lakhs)

2. Califonix Tech and Manufacturing Private
Limited

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

Califonix has reported a profit of '2,385 Lakhs in
2025-26 (previous year Profit: '1,848 Lakhs).

3. Lightanium Technologies Private Limited

Lightanium Technologies Private Limited ("LTPL")
was incorporated on 26^th June, 2025 as a 50:50 Joint
Venture of your Company and Signify Innovations
India Limited with an object to carry on the business
as original equipment manufacturer (OEM) of
lighting products and accessories.

LTPL has reported a consolidated profit of '1,120 Lakhs
(from 26^th June, 2025 till 31^st March, 2026) in 2025-26.

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 ("CTMPL"), Joint Venture
of your Company declared an interim dividend (twice
during 2025-26) amounting to '10 Crores, each time
which was approved by the Board of Directors of CTMPL on
17^th July, 2025 and 15^th October, 2025. Further, IsmartU India
Private Limited, Subsidiary of your Company declared an
Interim Dividend of '43/- per equity share of '10/- each
amounting to '119.07 Crores.

Dixon Electro Appliances Private Limited ("DEAPL"),
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 amounting to '40,800 and Unsecured,
Non-Convertible, Non-Cumulative and Compulsory
Redeemable Preference Shares having a Coupon Rate
of 6% Per Annum amounting to '1,08,00,000. Further,
dividend of '10,53,369.86/- was also declared by DEAPL
to its Unsecured, Non-Convertible, Non-Cumulative and
Compulsory Redeemable Preference Shares having
coupon rate of 6% per annum pursuant to redemption of
said Preference shares.

During the year under review, 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 and was duly complied with.

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

• Financial statements, in particular investments made
by subsidiary companies, are reviewed quarterly by
your Company's Audit Committee;

• Minutes of Board meetings of subsidiary companies
are placed before the Company's Board regularly;

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

The Company's Policy for determining Material
Subsidiaries is available on the website of the Company
and can be accessed at Policy on Material Subsidiary.

Furthermore, pursuant to Regulation 24A of SEBI Listing
Regulations, the Secretarial Audit report (MR-3) of

Material Unlisted 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 COMPANIES
ACT, 2013

Particulars of loans granted, 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 terms of Section 188 and other applicable provisions
of the Act read with Regulation 23 of the SEBI Listing
Regulations, your Company has formulated a Policy on
Related Party Transactions which is also available on
the Company's website at Related Party Transaction
Policy. 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 29^th
January, 2026.

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 2025-26, at the 32^nd Annual General
Meeting of Dixon, Dixon obtained Shareholder's
approval by way of Ordinary resolution(s), for the
material related party transactions to be entered
into by the Subsidiaries of Dixon with their related
parties. However, your Company has not entered into
contract(s) or arrangement(s) or transaction(s) with
the Related Parties which could be considered material
in accordance with the Policy of the Company on
materiality of Related Party Transactions and as per the
SEBI Listing Regulations.

Further, Form No. AOC-2 in terms of Section 134(3)(h) read
with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is annexed as Annexure-II.

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

During the dynamic and challenging microeconomic
environment, the Company has delivered another
sound financial and operational performance during FY
2025-26. The Company is remaining focused on driving
sustainable growth and expanding its exports and
footprint in electronics manufacturing services (EMS).
Dixon's broader strategy is to evolve from a scale led EMS
player to a moat driven electronics Company by ensuing
expansion into ODM based solutions by building design,
engineering and prototyping capabilities, increasing
share of wallet by expanding the product basket for
existing customers and leveraging existing product
platforms to onboard new customers for same products
and driving scale efficiencies. To ensure operational
excellence, the Company is looking to ensure end-to-end
digitalization for faster and data driven decision making.

By leveraging the manufacturing scale, Dixon is deepening
the value addition by strategic captive investments in
critical components such as Display, Camera Modules,
Mechanicals, SSDs etc. Moreover, the Company plans
to leverage its strong financial position and operational
capabilities to capitalize on emerging opportunities and
cater to the evolving needs of the Customers.

In the Home Appliances business vertical, the Company
is looking to expand into new product categories such
as Fully Automatic Front Load Washing Machine (FAFL),
dishwashers, microwaves & other kitchen appliances
etc. and exploring injection moulding for mobile phones,
laptops etc.

In the Mobile business vertical, the Company is looking for
volume expansion, ramping up of operations, expanding
exports across key markets and using backward
integration capabilities to offer an integrated box building
and key components propositions.

In the Consumer Electronics business vertical, the
Company is moving towards expansion of its customer
base in Interactive Flat Panel Displays (IFPD) and Digital
Signage segments and expansion of exports across
major key markets.

Dixon remains strongly focused on quality, manufacturing
excellence and consistently meeting the requirements
of its key customers, while reinforcing its position as a
leading player in the EMS industry. Dixon is optimistic
about the opportunities ahead and confident in its ability
to maintain its leadership as India's premier electronics

manufacturing services Company, while delivering
steady growth in revenue and profitability.

CORPORATE GOVERNANCE

Your 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 Subsidiaries 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 takes 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. SBYN
& Associates LLP, Secretarial Auditors of the Company
regarding compliance of the conditions of Corporate
Governance, has been provided in this Annual Report. A
Certificate of the Managing Director and Chief Financial
Officer of the Company in terms of SEBI Listing Regulations,
inter-alia, confirming the correctness of the financial
statements and cash flow statements, adequacy of the
internal control measures and reporting of matters to the
Audit Committee, is also annexed.

BOARD OF DIRECTORS, ITS COMMITTEES AND
MEETINGS THEREOF

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

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

The Board has delegated part of its functions and
duties to 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/or
Independent Directors including one Independent
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, Environmental, Social and Governance (ESG)
Committee and Research & Development Committee.

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

The agenda and notice for the Meetings is prepared
and circulated in advance to the Directors. The Board
of Directors of your Company met 6 (Six) times during
the Financial Year 2025-26 i.e. on 1^st to 2^nd May, 2025,
20^th May, 2025, 22^nd July, 2025, 17^th October, 2025,
29^th January, 2026 and 30^th to 31^st March, 2026.

Pursuant to the requirements of Schedule IV to the
Companies Act, 2013 and the SEBI Listing Regulations,
separate Meeting of the Independent Directors of the
Company was also held on 29^th January, 2026 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
FY 2025-26 and attendance of the Directors at such
meeting is provided in the section "Board of Directors" of
"Corporate Governance Report".

COMMITTEES OF THE BOARD

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

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders' Relationship Committee

e. Risk Management Committee

f. Executive Committee

g. Share Allotment Committee

h. Research & Development Committee

i. Environmental, Social and Governance Committee
(ESG Committee)

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

VIGIL MECHANISM

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

RISK MANAGEMENT COMMITTEE/ POLICY

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

Your Company has also adopted risk management
policy, which covers 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 Risk Management Policy.

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 through
active Directory.

d. Backup is scheduled for critical users.

e. Educating users by sending Information through
email awareness programmes, classroom training
and induction trainings.

f. External drives are blocked.

g. Data Linkage Protection (DLP) installed across
all systems.

h. Planning to 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 unauthorised 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 organisation, departments and
sites. The Audit Committee approves the Internal Audit
plan and scope of work. In addition, the Audit Committee
receives a quarterly update of the key findings and the
action taken report.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

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

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

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

ANNUAL RETURN

The draft Annual Return of your Company for 2025-26
in form MGT-7 in accordance with provisions of 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 2024-25 is available on the website of the
Company at https://dixoninfo.com/shareholder-
information under the head- Annual General Meeting
2025.

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. Atul B. Lall (DIN: 00781436) is due to retire by rotation
at the ensuing 33^rd Annual General Meeting and being
eligible, offer himself for re-appointment. The Board
of Directors recommends his re-appointment to
the Shareholders.

Further, the Board of Directors at their meeting held on
1^st and 2^nd May, 2025, pursuant to the recommendation of
the Nomination & Remuneration Committee, appointed
Mr. Manoj Maheshwari (DIN: 02581704) as an Additional
Director in the capacity of Non-Executive and Non¬
Independent Director for a period of 5 consecutive years
with effect from 3^rd May, 2025. The Shareholders of the
Company vide Postal Ballot dated 3^rd July, 2025 approved
the appointment of Mr. Manoj Maheshwari as Non¬
Executive and Non-Independent Director for a period of
5 (five) consecutive years with effect from 3^rd May, 2025,
the results of which were declared by the Company on
4^th July, 2025.

Further, the Board of Directors of your Company, at
its meeting held on 17^th October, 2025, pursuant to the
recommendation of the Nomination and Remuneration
Committee, approved the appointment of Mr. Saurabh
Gupta (DIN: 09685338) as an Additional Director in
the capacity of Director-Finance with effect from
17^th October, 2025. At the same meeting, the Board,
pursuant to the recommendation of the Nomination
and Remuneration Committee, also approved the
re-appointment of Dr. Rakesh Mohan as a Non-Executive
and Independent Director of the Company for a second
term of five (5) consecutive years with effect from
2^nd February, 2026, including the continuation of his office
beyond 75 years of age and recommended the same for
approval of the shareholders of the Company.

Subsequently, the shareholders of your Company, vide
its Postal Ballot dated 22^nd December, 2025 (the results of
which were declared on 23^rd December, 2025), approved
the appointment of Mr. Saurabh Gupta as Director-
Finance for a period of five (5) consecutive years with
effect from 17^th October, 2025, whose office shall be
liable to retire by rotation and also approved the re¬
appointment of Dr. Rakesh Mohan as a Non-Executive
and Independent Director for a second term of five (5)
consecutive years with effect from 2^nd February, 2026,
along with the continuation of his office beyond 75 years
of age.

KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to the provisions of Section 203 of the Act, as
on 31^st March, 2026, Mr. Sunil Vachani, Executive Chairman
& Whole Time Director, Mr. Atul B Lall, Vice Chairman &
Managing Director, Mr. Saurabh Gupta, Director & Chief
Financial Officer and Mr. Ashish Kumar, President- Chief
Legal Counsel & Group Company Secretary of the
Company are the KMPs of your Company.

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

DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of the Act, not less
than 2/3^rd (two-third) of the total number of Directors
(other than Independent Directors) shall be liable to
retire by rotation. Accordingly, pursuant to the Act read
with Articles of Association of your Company, Mr. Atul
B. Lall (DIN: 00781436) is liable to retire by rotation and,
being eligible, offers himself for re-appointment at the
ensuing AGM.

DECLARATION OF INDEPENDENT DIRECTORS OF
THE COMPANY

As on date of this report, the Board comprises of
8 (Eight) Directors. The composition includes 4 (Four)
Independent Directors. All the Independent Directors are
appointed on the Board of your Company in compliance
with the applicable provisions of the Act and SEBI
Listing Regulations.

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.
Further as required vide Rule 6 (1) & (2) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014
they have registered their names in the Independent
Directors' Databank maintained by the Indian Institute of
Corporate Affairs

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.

FAMILIARISATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI
Listing Regulations, your Company has put in place
a familiarisation programme for the Independent
Directors to familiarise 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 familiarisation
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 Familiarization
Programme for Independent Directors.

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
2025-26, of its own performance, its Committees and
Individual Directors. The evaluation was undertaken by
way of internal assessments, based on a combination of
detailed questionnaires.

To facilitate the evaluation process, Board and its
Committee's self-evaluation questionnaires were
circulated to the Board members and respective

Committee members and an online link was also provided
to the Board members and respective Committee
members wherein an option was provided to the
Board and committee members to fill in the said
questionnaires online.

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and SEBI Listing
Regulations, one meeting of Independent Directors was
held during the year i.e. on 29^th January, 2026, 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

The Board of Directors have adopted a CSR policy which
is in line with the provisions of the Act. The CSR Policy of
your Company lays down the philosophy and approach
of your Company towards its CSR commitment. The policy
can be accessed at the following link: Corporate Social
Responsibility Policy.

During the year under review, the CSR policy of the
Company was aligned as per the best industry practices.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to the provisions of Regulation 34(2)(f) of 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 2022-23.

Accordingly, a detailed BRSR in the format prescribed by
SEBI describing various initiatives, actions, and process
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")

Environmental, Social, and Governance (ESG) principles
remain integral to our long-term strategy and value
creation model. During the year, we strengthened our
environmental stewardship by improving energy efficiency
and reducing operational emissions. On the social front,
we continued to invest in our people through workforce
development, diversity and inclusion initiatives and
robust health and safety programmes, while maintaining
strong partnerships with the communities in which we
operate through our CSR initiatives. From a governance
perspective, we reinforced board oversight, enhanced
risk management frameworks and upheld the highest
standards of ethics, compliance and transparency in our
operations. Together, these efforts reflect our commitment
to sustainable growth, disciplined risk management and
delivering highest value for all stakeholders.

To assess the ESG factors applicable on the Company, the
Company has also established a ESG Committee which
is headed by the Vice Chairman & Managing Director of
the Company.

In line with the ESG philosophy of the Company, the
Company ensures that (a) it does not employ forced or
child labour, (b) minimise 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.

Further, during FY 2025-26, your Company has received
the following ESG Ratings which reflects the Company
commitment towards its ESG journey:

a. Dow Jones Sustainability Index (DJSI)- 76

b. NSE Sustainability - 69

c. SES ESG Research Private Limited- 63.7

d. CFC Finlease Private Limited- 75

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

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

GREEN INITIATIVE

Your Company has implemented the "Green Initiative"
to enable electronic delivery of notice/documents/
annual reports to shareholders. Electronic copies of the
Annual Report for 2025-26 and notice of the 33^rd 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.
Monday, 21^st September, 2026. 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
33^rd 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 33^rd Annual General Meeting beginning
from 9:00 a.m. on Friday, 25^th September, 2026 till 5:00
p.m. on Sunday, 27^th September, 2026. The instructions
for e-voting are provided in the Notice of the Annual
General Meeting. In furtherance of the aforesaid principle
of "Green Initiative", your Company has decided to
forego the practice of printing financial statements of
its subsidiary as part of the Company's Annual Report
with a view to help the environment by reducing paper
consumption. However, the audited financial statements
of the subsidiary(ies) along with Auditors' Report thereon
are available on our website www.dixoninfo.com

HUMAN RESOURCES AND EMPLOYER BRANDING

Your Company employs 4,383 Individuals (on Standalone
basis) (including third party contractual employees) which
is its most valuable asset, which propel the Company
forward through their competencies, skills, and knowledge.
The Company provides to its employees a supportive and
safe working environment at the workplace. 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:

1. Team building exercises;

2. Webinars on health, wellness camps and
sustainability;

3. Trainings sessions on Performance Management
System (PMS), Rewards & Recognition (R&R) and
Employee Engagement (EE);

4. E-learning programmes on communication skills
and POSH;

5. Dixon Star Supervisor programmes for enhancement
of skills of supervisors;

During the year under review, your Company has received
the following awards:

Great Place to work- Certified for 5^th consecutive year.
This certification is a recognition of our people centric
practices, enhanced employee engagement, pursuit
of excellence and commitment to nurturing a high
performance culture.

POSH Conclave & Excellence Awards 2025- Dixon
Technologies (India) Limited has been awarded for
excellence in POSH policy implementation at the 3^rd POSH
Conclave & Excellence Awards 2025.

MEASURES TAKEN TO MOTIVATE EMPLOYEES

ESOP's is one of the way of motivating the employee
that is generally given based on the performance of
the individual. Further, learning and development is
considered to be one of the important aspects of the
organisation. During the year, we expanded our employee
motivation strategy through a multi-dimensional
approach that focused on recognition, growth, well-being
and engagement. We enhanced our performance-linked
incentive structure to ensure clear alignment between
individual contributions and organisational outcomes,
supported by periodic performance reviews and
transparent appraisal mechanisms. To strengthen career
progression, we invested in capability-building initiatives
including frameworks that support succession planning.

In addition, we prioritised employee well-being by
broadening access to health benefits, mental wellness
resources that promote work-life integration. Regular
town halls, feedback surveys and training sessions were
conducted to reinforce open communication and ensure
employee voices inform decision-making. We also
advanced our diversity, equity and inclusion agenda to
foster a respectful and collaborative workplace culture.
Collectively, these measures have strengthened employee
engagement, improved retention and cultivated a high-
performance environment aligned with our long-term
strategic priorities.

Your Company is also aiming to become more inclusive
and therefore the promotion of gender diversity and
succession planning has been the key features of our
talent strategy. 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. These
initiatives collectively reinforce a high-performance
culture where employees feel valued, supported and
motivated to contribute meaningfully to sustainable
business growth.

PARTICULARSOF 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(l) read with relevant provisions of the Act,
the Annual Report excluding the aforesaid information
is being sent to the members of the Company. The said
information is available for inspection at the Registered
Office of the Company during working hours and any
member interested in obtaining such information may
write to the Company Secretary or alternatively write to
the Company at investorrelations@dixoninfo.com and
the same will be furnished to the members.

DIRECTOR'S APPOINTMENT AND REMUNERATION
POLICY

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

Your Company has adopted a comprehensive policy
on nomination and remuneration of Directors and Key
Managerial Personnel on the Board. As per such policy,
candidates proposed to be appointed as Directors
and Key Managerial Personnel on the Board shall be
first reviewed by the Nomination and Remuneration
Committee. The policy can be accessed at the following
Link: Nomination and Remuneration Policy.

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. Further, there
was no change in the Nomination & Remuneration Policy
of the Company.

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

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

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

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

The following is a summary of sexual harassment
complaints received and disposed of during the year
ended 31^st March, 2026:

a. Number of Sexual Harassment complaints received
during the financial year: 1

b. Number of complaints disposed off: 1

c. Number of case pending for over 90 days: 0

Also, the Company had organised 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 45 workshops on
awareness programmes on sexual harassment (from
1^st January, 2025 till 31^st December, 2025).

COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

The Company affirms its full compliance with the
provisions of the Maternity Benefit Act, 1961. We are
committed to supporting the health, well-being, and rights
of our women employees during maternity by providing

all statutory benefits and protections as mandated under
the Act.

The Company has systems in place to monitor compliance
and ensure that all eligible women employees receive
their entitlements in a timely and respectful manner.

REPORTING OF FRAUD BY AUDITORS

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

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT
EXERCISED DIRECTLY BY EMPLOYEES

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

COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARD

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

LISTING ON STOCK EXCHANGES

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

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, your directors hereby
confirm that:

a. i n the preparation of the annual accounts for the
financial year ended 31^st March, 2026, 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
judgements 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, 2026, 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, 2026 forms part of the Management Discussion
and Analysis Report.

CAUTIONARY STATEMENT

The information in the Annual report describing the
Company's objectives and projections may constitute
'forward looking statements' within the meaning of
applicable rules, laws and regulations. Although the
actual results may differ.

ACKNOWLEDGMENT

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

By the order of the Board
For Dixon Technologies (India) Limited

Sd/- Sd/-

Sunil Vachani Atul B. Lall

Date: 12^th May, 2026 Executive Chairman Vice Chairman & Managing Director

Place: New Delhi DIN:00025431 DIN:00781436