ADC India Communications Ltd

Board update

• Board approves unaudited quarterly results for quarter ended June 30, 2026.
• Results to be disclosed with Independent Auditors Limited Review Report.
• Board meeting held 12:15 p.m. to 1:15 p.m.

AGM Details

• Date and mode: Aug 7, 2026, 11:00 IST via VC/OAVM.
• Record date: 31-07-2026 for entitlements.

Key Resolutions

• Resolution 1: Adopt Audited Financial Statements for FY ended Mar 31, 2026; ordinary.
• Resolution 2: Declare dividend of Rs 25 per equity share; ordinary.
• Resolution 3: Re-appoint director retiring by rotation; ordinary.

Voting Results

• Resolution 1: Passed; all votes cast in favour.
• Resolution 2: Passed; all votes cast in favour.
• Resolution 3: Passed; all votes cast in favour.

Dividend

• Dividend of Rs 25 per equity share approved.

Director Changes

• Director Lin Xia Smyth re-appointed.

Auditors

• No auditor appointment or change disclosed.

Related Party Transactions

• No material related party transactions approved.

Other Approvals

• No other material approvals disclosed.

AGM Details

• AGM held on 7 Aug 2026 at 11:00 IST via VC and OAVM.
• Meeting duration 11:00-12:15 IST.

Key Resolutions

• Adopt Audited Financial Statements for FY2025-26 and audit reports.
• Declare dividend of Rs 25 per equity share.
• Re-appoint Lin Xia Smyth as Director, retiring by rotation.

Director Changes

• Independent Director Vijaya Latha Reddy passed away.
• Lin Xia Smyth proposed for re-appointment as Director.

Cessation of Independent Director

• Ms. Vijaya Latha Reddy ceased as Non-Executive Independent Director on July 26, 2026.
• Was member of Nomination and Remuneration, Stakeholders Relationship, CSR and Risk Management Committees; ceased to be member.

AGM and voting timelines

• 38th AGM to be held Aug 7, 2026 at 11:00 IST via VC/OAVM.
• Notice and Annual Report for FY2025-26 accessible on company website and BSE; sent to registered shareholders.
• Record date for final dividend: July 31, 2026.
• Cut-off date for e-voting: July 31, 2026.
• Remote e-voting starts Aug 3, 2026 at 9:00 IST.
• Remote e-voting ends Aug 6, 2026 at 17:00 IST.
• Final dividend payable within 30 days of declaration.
• Shareholders must update PAN, KYC, and contact details with DP/RTA; submit to einward.ris@kfintech.com.

Dematerialisation/rematerialisation status

• Registrar certified that dematerialised/rematerialised security details for the quarter were furnished to all stock exchanges.

Financial snapshot

• Revenue from operations: INR 20,006.36 lakhs; up 7% YoY.
• Total income: INR 20,437.39 lakhs; marginal increase.
• EBIT before tax: INR 2,031.49 lakhs.
• Total comprehensive income: INR 1,901.57 lakhs; EPS ₹41.15.
• Telecom revenue declined 15%; IT-Networking grew 10%.
• Cash and cash equivalents: INR 6,104.04 lakhs; no long-term borrowings.
• Proposed final dividend: ₹25 per share; payable after AGM.

Segments & geography

• Telecom revenue external: INR 1,816.91 lakhs; IT-Networking: INR 18,189.45; total 20,006.36.
• India revenue: INR 18,042.40; Outside India: INR 1,963.96.
• Top 3 customers contributed INR 15,852.95.

Acquisition & capital structure

• Amphenol completed CCS acquisition of CommScope CCS; closed Jan 9, 2026.
• Public offer for up to 1,196,000 shares (26% voting share) at INR 1,233.59; closing Apr 17, 2026.
• Share capital unchanged at INR 460.00 lakhs; no fresh issue.
• Vineeth Chandran appointed Non-Executive Non-Independent Director from Feb 10, 2026; two others ceased.

Dividends & CSR

• Geetha Desikachari appointed Company Secretary & Compliance Officer; May 21, 2026.
• R. Ganesh retired as Company Secretary; board thanks him.
• CSR spent INR 48.00 lakhs in 2025-26; focus areas environment, health, education, technology.

Governance & risk management

• Board comprises six directors; three independent; two women; independence declarations filed.
• Independent Directors meetings held Nov 11, 2025 and Mar 14, 2026.
• Vigil mechanism in place; no whistleblower complaints.
• ERP/Secretarial: recording lapse noted for Aug 5, 2025; minutes approved Aug 12, 2025; audit trail concerns raised.

ESG & sustainability

• ISO 14001:2015 environmental management; ISO 45001:2018 health & safety.
• Energy conservation: 10% reduction in energy use.
• Data Centre expansion and infrastructure focus; cyber security via CrowdStrike.

Outlook & risks

• Macro factors: infrastructure investment, 5G rollout, Data Centre demand.
• Copper cost volatility and FX exposure; pricing strategies in place to manage margins.
• Balance sheet described as strong and liquidity is maintained.

Audit & internal controls

• Statutory auditors: S R B C & CO LLP; period through 39th AGM (2027).
• Secretarial auditors: M/s. V Sreedharan & Associates.
• Notes flag ERP audit trail limitations; cloud hosting raises governance questions.

Related party disclosures

• Material related party transactions with Amphenol/CommScope group disclosed; Form AOC-2 annexure attached.
• RPTs with CommScope India and other fellow subsidiaries conducted at arm’s length; approvals obtained.