ADC India Communications Ltd

Dear Members,

The Directors have pleasure in presenting the 36th Annual Report and the Audited Financial Statements for the financial year ended March 31,2024.

Your Company had another year of strong operational and financial performance. Overall revenue from operations was INR 17,874 lakhs, higher by 25% over the previous year's revenue of INR 14,291 lakhs. During the year, the Telecommunication business grew by 647% and IT-Networking (Enterprise network) business grew by 9.6% over that of the previous year. For the full year, the Company's profit before tax was INR 2,774.66 lakhs as compared to INR 1,104.91 lakhs in the previous year. Profit after tax for the financial year was INR 2,068.53 lakhs as compared to INR 817.49 lakhs in the previous year. The growth in revenue in the Telecommunication business was on account of exports and growth in revenue in the IT-Networking business was on account of volume and product mix. In the financial year, the Company had recorded an additional provision of INR 726.36 lakhs towards outstanding dues from one of its large customers who is undergoing stressful liquidity conditions. National Company Law Tribunal (NCLT) has admitted this customer to the Corporate Insolvency Resolution

Process under the Insolvency and Bankruptcy Code, 2016 pursuant to a claim filed by one of its financial creditors. The Company has submitted its claim to the Insolvency Professional appointed by the NCLT in this matter.

The Board of Directors, at its meeting held on May 29, 2024, has recommended a dividend of INR 5/- (50%) per equity share and one-time special dividend of INR 25/- (250%) per equity share of face value of INR 10/- each for the financial year ended March 31, 2024. The payment of the dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend, if approved by the shareholders, would involve a cash outflow of INR.1,380.00 lakhs.

As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make payment of the dividend after deduction of tax at source.

No amount is proposed to be transferred to the General Reserve for the financial year ended March 31,2024.

The paid-up share capital of the Company as on March 31, 2024, is INR 46,000,000 divided into 4,600,000 Equity Shares of INR 10 each fully paid up. During the year, there was no change in share capital of the Company.

The Company has not given any loan or provided any guarantee or made investment within the meaning of section 186 of the Companies Act, 2013 (‘the Act”) during the year under review.

During the year, your Company emerged strongly with economic activity showing positive signs. ADC team demonstrated exceptional resilience in dealing with times, where your Company delivered highest revenue & growth.

Our Strong performance is on the back of meticulous

execution over the years, as reflected in the combination of growth and profitability, which has led to building a strong debt-free & liquid balance sheet. Our key focus continues to ensure a sustainable & profitable financial position as our stake holders expect us to deliver long-term growth riding on a solid strategy and prudent business decisions with a steady backup plan.

With uncertainties in the world, it is not something that any of us would claim to predict the lingering impact of global economic scenarios with supply chain disruptions, rising interest rates accompanied with increase in costs of commodities & volatility is a real confrontation with complexity & challenges in front of your Company. At the same time, tremendous Opportunities lies before your Company with growth in Data Centre business & Broadband connectivity requirements which gives great optimism about the future that holds for your company by responding strategically by being a more valuable partner to our clients than ever before. Your company Board and Risk Management Committee has always looked at worst case scenarios of challenging times and built a portion of the strong financials by making the right decision which is sustainable and consistent over years.

Infrastructure Sector is a crucial pillar of economy, by supporting the functioning of almost all other economic sectors and hence strengthening of a Country's infrastructure framework has a multiplier effect on the economy advancement. Rapid economic development requires the best of the communication connectivity platform, where your company supports the Structured Cabling Platform solution with its best of the products. A Digital Nation needs digital infrastructure. As India moves towards 5 trillion- dollar economy, connectivity would play an important and critical role. The investments committed both by Government & Private Players towards infrastructure growth would improve the overall business sentiment and investments in next few Quarters/years. Market is expected to improve driven by investments in Infrastructure projects, Data Centre's requirement, Pharma, Healthcare, Education, Banking & Finance, Defense sector, E-commerce, Manufacturing, where your Company will be able to favorably participate in the areas of its strength within each opportunity as the market evolves.

With all Opportunities that exists; your Company do see inflationary pressure accelerating with steep increase in prices across commodities and raw materials like copper, stainless steel, plastics and many more items; towards which your company has been adjusting prices consistently across certain

products and/or product lines. While the demand outlook is strong, your Company remain vigilant in order to be agile and evolve proper approach with the changing dynamics, with continued focus on growing revenues and profitability with new products introduction and by realigning cost structure by looking at ways of cost reduction to be competitive in the marketplace.

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Management Discussion and Analysis for the year under review is set out in a separate section and forms an integral part of this Annual Report.

In accordance with the provisions of the Act, Ms. Yaman Roy (DIN:07341809) retires by rotation at the 36th Annual General Meeting of the Company, and being eligible, offers herself for re-appointment. A brief profile of Ms. Yaman Roy as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings is provided in the Notice convening the 36th Annual General Meeting of the Company.

Following are the changes in composition of the Board of Directors and Key Managerial Personnel of the Company during the year:

• The Board of Directors at their meeting held on June 16, 2023, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Rakesh Kishore Bhanushali (DIN:07220290) as an Additional and Non-Executive and NonIndependent Director of the Company with effect from June 17, 2023.

• The Board of Directors at their meeting

held on February 10, 2024, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Nagendra Venkaswamy (DIN:02404533) as an Additional and Independent Director of the Company for a period of five years with effect from February 10, 2024.

• The Board of Directors at their meeting

held on February 10, 2024, based on the recommendations of the Nomination and Remuneration Committee, approved the re-appointment of Mr. J.N. Mylaraiah (DIN:06675260) as the Managing Director of the

Company for a further period of five years with effect from April 01,2024.

• The Board of Directors at their meeting held on March 15, 2024, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Harish Hassan Visweswara (DIN:08742808) as an Additional and Independent Director of the Company for a period of five years with effect from March 15, 2024.

The brief profiles of Mr. Rakesh Kishore Bhanushali, Mr. Nagendra Venkaswamy and Mr. Harish Hassan Visweswara is available on the website of the Company at https://www.adckcl.com/in/en/ aboutus/investorrelations/board-of-directors.htm.

The appointment of Mr. Rakesh Kishore Bhanushali as a Non-Executive and Non-Independent Director of the Company was subsequently approved by the shareholders of the Company at the 35th Annual General Meeting of the Company held on July 31,2023.

The appointment of Mr. Nagendra Venkaswamy and Mr. Harish Hassan Visweswara as the Independent Directors of the Company and the re-appointment of Mr. J.N. Mylaraiah as the Managing Director of the Company for the term as mentioned above was subsequently approved by the shareholders of the Company with the requisite majority by way of postal ballot via remote e-voting on April 23, 2024.

• Mr. S. Devarajan (DIN:00878956) ceased to be an Independent Director of the Company with effect from the close of business hours on March 31, 2024, upon completion of his second term of appointment as an Independent Director. He was the Chairman of the Board and the Company.

• Ms. Revathy Ashok (DIN:00057539) ceased to be an Independent Director of the Company with effect from the close of business hours on March 31,2024, upon completion of her second term of appointment as an Independent Director.

The Board places on record its appreciation for the guidance, support and advice given by Mr. S. Devarajan and Ms. Revathy Ashok during their tenure as Independent Directors on the Board of the Company

Mr. Rakesh Kishore Bhanushali resigned as the Chief Financial Officer of the Company with effect from the close of business hours on June 16, 2023.

The Board of Directors at their meeting held on June 16, 2023, based on the recommendations of the Audit Committee and the Nomination and Remuneration Committee, approved the appointment Mr. Anandu

Vithal Nayak as the Chief Financial Officer of the Company with effect from June 17, 2023.

The Board of Directors at their meeting held on March 15, 2024, appointed Mr. Nagendra Venkaswamy (DIN:02404533), Independent Director, as the Chairman of the Board and the Company with effect from April 1, 2024, in place of Mr. S. Devarajan (DIN:00878956) who ceased to be the Independent Director and the Chairman of the Board and the Company with effect from the close of business hours on March 31,2024, upon completion of his term.

Mr. J.N. Mylaraiah, Managing Director; Mr. Anandu Vithal Nayak, Chief Financial Officer and Mr. R. Ganesh, Company Secretary are the Key Managerial Personnel of the Company as on the date of this Report.

During the financial year, none of the Directors and Key Managerial Personnel of the Company had any pecuniary relationship or transactions with the Company.

All the Independent Directors of the company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board reviewed and assessed the veracity of the aforesaid declarations, as required under Regulation 25(9) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors fulfill the said conditions as mentioned in Section 149(6) of the Act and the SEBI Listing Regulations and are independent of the Management. All the Independent Directors have confirmed compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to registration of their name in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors possess the necessary integrity, experience and expertise required to fulfill their duties as Independent Directors.

During the year under review, 6 (six) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between any two Board meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations.

As on March 31,2024, the Board of Directors has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details of the Committees of the Board along with their terms of reference, composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, all recommendations of the Committees of the Board have been accepted by the Board of Directors.

Pursuant to the provisions of Sections 134(3) and 134(5) of the Act, the Board of Directors, based on the information and explanations obtained by them, to the best of their knowledge and belief confirm that:

a. i n the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards have been followed and there are no material departures;

b. they 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 as on March 31, 2024, and of the profits of the Company for that period;

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

d. t he annual accounts have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

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

Considering the requirements of the skill sets on the Board, persons having professional expertise in their individual capacity as independent professionals and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee for appointment of new Directors on the Board. The Non-Executive Independent Directors appointed to the Board are paid sitting fees for attending the Board and Committee Meetings. No other remuneration or commission is paid to the Non-Executive Independent Directors. NonExecutive Non-Independent Directors are neither paid any sitting fees nor paid any commission. The remuneration paid to the Managing Director is governed by the relevant provisions of the Act and Members approval. Executive Compensation Policy Guidelines is available on the website of the Company at https://www.adckcl.com/in/en/aboutus/ policies.html.

The Company's Policy and Process on evaluation of the Board lays down a structured questionnaire to be used in the performance evaluation of the Board, its committees and Directors. This Policy is available on the website of the Company at https://www.adckcl. com/in/en/aboutus/policies.html.

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors using the structured questionnaire.

The criteria for performance evaluation of the Board included aspects relevant to the functioning of the Board such as Board composition and structure, setting business strategy and annual business plan, effectiveness of Board processes, information, functioning etc. The criteria for performance evaluation of the Board Committees included aspects such as composition and structure of Committees, effectiveness of Committee meetings, functioning of Committees etc. The performance of individual Directors was evaluated based on parameters such as participation, commitment, knowledge etc. In the evaluation of the Directors, the director being evaluated did not participate.

The results of the performance evaluation of the Board and its Committees and individual directors indicated a high degree of satisfaction among the Directors.

As required under Regulation 34 (3) read with Schedule V (C) of the SEBI Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the SEBI Listing Regulations from the Statutory Auditors of the Company, regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

The Company has established a Vigil Mechanism for Directors and Employees pursuant to section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The mechanism provides adequate safeguards against victimization of Director(s) and Employee(s) who avail themselves of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. It is affirmed that no person has been denied access to the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company at https://www.adckcl.com/in/en/ aboutus/policies.html.

The Company has zero tolerance towards any form of sexual harassment at the workplace. The Company believes that all individuals have the right to be treated with dignity and strives to create a workplace which is free of gender bias and sexual harassment. As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and Rules framed thereunder, the Company has in place a policy on Prevention of Sexual Harassment at Workplace (POSH). The Company is committed to providing a safe and conducive work environment for all its employees. An internal committee has also been set up to redress complaints received regarding sexual harassment. The policy is available on the website of the Company at https://www.adckcl.com/ in/en/aboutus/policies.html. During the financial year under review, the Company did not receive any complaint of alleged sexual harassment.

The Company has put in place a Risk Mitigation Processes to identify, assess and mitigate the risks to Company's business. The Company has a Risk Management Committee. The constitution and terms of reference of this Committee are provided in the report on Corporate Governance. The Risk

Management Committee at its meeting held on March 15, 2024, discussed and reviewed the risk mitigation processes adopted by the Management to address various risks to the Company's business.

The Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions. This Policy is available on the website of the Company at https://www.adckcl. com/in/en/aboutus/policies.html.

As a part of the Company's annual budget process, before the beginning of a financial year, details of all the transactions proposed to be executed with related parties, including the nature of transactions, estimated amount of transactions to be executed etc. are presented to the Audit Committee for its consideration and approval. Omnibus approval is also taken from the Audit Committee for related party transactions proposed to be entered into by the Company. The details of said transactions are also placed before the Board of Directors for their approval. Further approval is sought during the year for any new transaction/modification to the previously approved limits. In terms of Regulation 23(4) of the SEBI Listing Regulations, approval of the shareholders is taken for all material related party transactions.

All related party transactions are placed before the Audit Committee for its review and approval on a quarterly basis.

There are no materially significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel of the Company which may have potential conflict with the interest of the Company at large.

All transactions entered by the Company with related parties during the year under review were in the ordinary course of the business and on an arm's length basis in terms of the provisions of the Act. Further, the Company did not enter into any contracts, arrangements or transactions during the year under review that fall under the scope of Section 188(1) of the Act.

The details of the related party transactions as per Ind AS-24 on Related Party Disclosures are set out in Note No.34 to the financial statements of the Company.

Pursuant to the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the prescribed Form AOC-2 is appended as Annexure A to the Board's Report.

Your Company has in place adequate internal financial controls commensurate with the size and scale of the Company's operations. Adequate financial procedures are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. This ensures the quality and reliability of financial data, financial statements and financial reporting.

The internal financial controls are deployed through an internally evolved framework that address material risks in your Company's operations and financial reporting objectives, through a combination of entity level controls and process controls (both manual and automated), information technology- based controls, period end financial reporting and closing controls and through internal audit. The Audit Committee of the Board reviews the adequacy of internal financial controls on an ongoing basis to identify opportunities for improvement in the existing systems to further strengthen the internal control environment in your Company.

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, SRBC & CO LLP, Chartered Accountants (Firm Registration Number 324982E/E300003) were appointed as Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of 34th Annual General Meeting of the Company i.e., from the conclusion of 34th Annual General Meeting held on July 29, 2022 until the conclusion of 39th Annual General Meeting to be held in 2027.

The Auditor's Report for the financial year 202324 does not contain any qualification, reservation, adverse remark or disclaimer. The Auditor's Report is enclosed with the Financial Statements in this Annual Report.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed V Sreedharan and Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations is appended as Annexure B to the Boards' Report.

The Secretarial Audit Report for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2024 shall be submitted to BSE Limited, where the shares of the Company are listed, within the stipulated time.

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of fraud committed in the company by its Officers or Employees to the Audit Committee and/or Board of Directors under section 143(12) of the Act.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014. A brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year is appended as Annexure C to the Boards' Report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014.

The Company's strategic focus areas for its CSR activities are Education and Health. The Company implements the CSR projects through implementing partners.

In terms of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has during the financial year, spent INR 24.00 lakhs towards CSR projects.

The Composition and the terms of reference of the CSR Committee are provided in the Report on Corporate Governance. The CSR Policy is available on the website of the Company at https://www.adckcl.com/in/en/aboutus/policies.html.

The Company is committed towards conservation of energy. Towards this, the conventional light fittings have been replaced by the LED fittings in the factory, resulting in reduction in power consumption by about 10%.

The Company embraces sustainability as a fundamental business value and is building a foundation for a more sustainable future. The Company is building the processes and systems that will be necessary to ensure that the Company can meet not only regulatory requirements but the goals of its customers. ADC India manufacturing facility are certified to ISO 14001:2015 for environmental management systems and ISO 45001:2018 for health and safety management systems.

The Company is also committed to the communities at large and is involved in many education programs to combat the digital divide and extending learning opportunities to people.

Delivering various sustainability actions and advancing network technology is not only critical for the Company's business, but also for the society in which we inhabit.

During the year, the following developmental activities were carried out by the Company:

• Introduced Wire Mesh Basket System for Data Centre requirements.

• Introduced new design fiber cable, high density panels and Fiber armored Cable assemblies to suit customer applications.

• Successfully transferred copper lines for Telecommunication - Voice Modules, from Czech Republic, which has added a great value to our Export business.

Foreign exchange earned comprises export revenue on an actual basis. Foreign exchange outgo comprises import of goods and dividend payment on an actual basis.

The statement containing particulars in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as Annexure D to the Boards' Report.

The statement containing particulars in terms of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Boards' Report. However, considering the first proviso to section 136(1) of the Act, the Report, excluding the aforesaid statement, is being sent to the Members of the Company. In terms of Section 136 of the Act, the said statement is open for inspection upon specific request made in writing to the Company by the Members. Any Member interested in obtaining a copy of the same may write to the Company Secretary at support@adckcl.com.

The Company does not have any subsidiary companies.

Pursuant to the provisions of Section 124(5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), the declared dividends which remains unpaid or unclaimed for a period of 7 (seven years) from the date of their transfer to the Unpaid Dividend Account of the Company are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Further, pursuant to the provisions of Section 124(6) of the Act read with the IEPF Rules, the shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the IEPF Authority.

Total foreign exchanged earned and outgo are as follows:

(Amounts in INR Lakhs)

During the year ended March 31, 2024, the Company has transferred unpaid and unclaimed dividends of INR. 112,438 for the financial year 2015-16 and 1741 corresponding equity shares on which dividends remained unclaimed for 7 (seven) consecutive years to the IEPF Authority as per the requirement of the Act and the IEPF Rules.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company is available on the website of the Company at https://

www.adckcl.com/in/en/aboutus/investorrelations/

annual-reports-and-returns.htm.

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

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016.

No disclosure or reporting is made with respect to the following matters, as there were no transactions / events on these items during the financial year:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. Raising funds through preferential allotment or qualified institutions placement.

d. There has been no change in the nature of business of the Company.

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

The Directors thank the Company's parent company, customers, business partners, members, vendors, bankers and employees at all levels for their support and co-operation to the Company and look forward to continuance of their support and Co-operation.

Place : Bangalore Date : May 29, 2024