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Dear Members,

The Board of Directors have pleasure in presenting the 35th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL PERFORMANCE

Highlights of the Financial Performance and State of Companys Affairs for the financial year ended March 31,2023, are provided below:

(Rs. in lakhs)

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Revenue from operations 14,291.25 12,071.28
Other Income 109.99 111.72
Total Income 14,401.24 12,183.00
Profit before Depreciation and Tax 1,125.90 1,167.66
Depreciation 20.99 30.85
Profit before Tax 1,104.91 1,136.81
Tax Expense 287.42 288.55
Profit after Tax 817.49 848.26
Other Comprehensive Income 0.34 3.53
Total Comprehensive Income 817.83 851.79

Your Company continued to deliver strong operational & financial performance during the financial year 2022-23 with overall revenue growth of 18% over that of the previous year. Revenue from the IT-Networking (Enterprise network) business grew by 21%, but there was a degrowth in revenue from the Telecommunication business of 26% over that of the previous year. For the full year, the Companys profit before tax stood at Rs. 1,104.91 lakhs compared to Rs.1,136.81 lakhs for the previous year. Profit after tax for the financial year was Rs.817.49 lakhs as compared to Rs.848.26 lakhs for the previous year. The growth in revenue was led by both volume as well as product mix. During the quarter ended March 31,2023, the Company has recorded a provision of Rs.775.34 lakhs towards outstanding dues from one of its large customers who is undergoing stressful liquidity conditions. The Company is taking necessary steps to recover its dues.

DIVIDEND

The Board of Directors has recommended a dividend of Rs.4.00 per equity share having a face value of Rs.10 each for the financial year 2022-23 for approval of the Members at the 35th Annual General Meeting of the Company ("35th AGM). The dividend, if approved by the Members at the 35th AGM will result in cash outflow of Rs.184 lakhs.

TRANSFER TO RESERVES

Your Company do not propose to transfer any amount to the general reserves of the Company.

SHARE CAPITAL

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

LOANS, GUARANTEES OR INVESTMENTS

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 during the year under review.

BUSINESS AND OPERATIONS

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

With full of uncertainties, 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.

As always, your company is constantly determining what the mid to long term implications of each of the challenges are and how your company should respond strategically. Regardless of all the challenges, your company firmly believe that it will emerge from this, a stronger ADC India Communications than ever before by realigning cost structure and sharpen overall productivity 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 times like these & built a portion of the strong financials by making the right decision which is sustainable and consistent over years.

The markets your Company serve continue to undergo disruptions where we must adapt to new market realities thoughtfully, to ensure our continued growth and success. Unfortunately, the post-pandemic economy has presented new circumstances that demand adaptability and resilience as we respond to stay ahead of the market condition. Your Company would see an impact on the Enterprise Network copper business with an increase in work from home adoption growing with office space expansion requirements coming down / going slow in the short term. However, your Company does see continued growth in Fiber Business over copper due to a multifold increase in Bandwidth requirements, with denser wireless & deeper fiber deployments across the upcoming infrastructure projects. Added to this, 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.

Looking ahead, your Company is optimistic about the opportunities for work from its clients and the approach your Company has put in place with respect to Data Centre business & Broadband connectivity requirements. 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, Pharma, Healthcare, Education, Banking & Finance, Defense sector, E-commerce, Manufacturing, Digital India and Smart city initiatives where your Company will be able to favorably participate in the areas of its strength within each opportunity as the market evolves.

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.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis is set out in a separate section in this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Mr. Ravi Bosco Rebello (DIN:07868872) is liable to retire by rotation at the ensuing 35th Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment to the Members.

The Board, pursuant to the recommendation of the Nomination and Remuneration Committee, at its meeting held on June 16, 2023 appointed Mr. Rakesh Kishore Bhanushali (DIN:07220290) as an Additional Director (Non-Executive and NonIndependent) of the Company with effect from June 17, 2023. Pursuant to section 161 of the Companies Act, 2013 Mr. Rakesh Kishore Bhanushali will hold the office of the Additional Director up to the date of the ensuing Annual General Meeting of the Company.The Company has received a notice as per the provisions of section 160(1) of the Companies Act, 2013 from a Member in writing proposing his candidature for the office of Director. The Board has recommended his appointment to the Members of the Company at the forthcoming Annual General Meeting as Director (Non-Executive and Non-Independent) of the Company, liable to retire by rotation.

All the Independent Directors of the company have submitted declaration to the Company under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as prescribed in section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI Listing Regulations, 2015. Further in terms of the Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situation, which exists or may be reasonable anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.The Independent Directors have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors of the Company are persons of high repute & integrity and possess requisite expertise and experience in their respective fields of profession.

During the year, there were no changes in the Key Managerial Personnel of the Company. As on March 31, 2023, Mr. J.N.Mylaraiah, Managing Director; Mr. Rakesh Kishore Bhanushali, Chief Financial Officer and Mr. R. Ganesh, Company Secretary are designated as the Key Managerial Personnel of the Company.

Mr. Rakesh Kishore Bhanushali has resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours of June 16, 2023. Mr. Anandu Vithal Nayak has been appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from June 17, 2023.

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the financial year. The particulars of the meetings held and attendance of the Directors at the meetings are provided in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013 and Listing Regulations.

AUDIT COMMITTEE

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has constituted an Audit Committee. Details pertaining to the composition and terms of reference of the Audit Committee are provided in the Report on Corporate Governance. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors..

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Board of Directors, based on the information and explanations obtained by them, to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards have been followed and no material departures have been made from the same;

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 of March 31,2023, and of the profits of the Company for the year ended on that date;

c. they 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 for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts 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 have been 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.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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 Companys 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 on the Board are paid sitting fees for attending the Board and Committee Meetings. No other remuneration or commission is paid to the NonExecutive Independent Directors. Non-Executive 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 Companies Act, 2013, rules of the Company 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.

PERFORMANCE EVALUATION OF THE BOARD

During the year under review, the performance evaluation of the Board, Committees and Directors was conducted based on the criteria, framework and questionnaires approved by the Board. The details of the performance evaluation exercise conducted by the Company are set out in the Report on Corporate Governance.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors are regularly informed during the meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, issues faced by the Company and regulatory changes. Directors, when they are appointed, are given a detailed orientation on the Company by the Managing Director. The details of familiarization programs provided to the Directors of the Company are mentioned in the Report on Corporate Governance and on the website of the Company at https://www.adckcl.com/in/en/aboutus/ investorrelations/other-info.htm.

CORPORATE GOVERNANCE

Your Company has always practiced sound corporate governance and has complied with the Corporate Governance Requirements under the Companies Act, 2013 and the Listing Regulations.

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors of the Company is set out in a separate section in this Annual Report. General Shareholder Information is set out in a separate section in this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company is governed by Vigil Mechanism Policy established pursuant to section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Policy enables Directors, Employees and others who are associated with the Company to report to the Management of the Company instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The Policy provides adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in 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.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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), the Company has in place a policy on prevention of sexual harassment at workplace. 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 on sexual harassment. The policy is available on the website of the Company at https://www.adckcl.com/in/en/aboutus/policies.html. During the year, the Company did not receive any complaint of alleged sexual harassment.

RISK MANAGEMENT

The Company has put in place a Risk Mitigation Processes to identify, assess and mitigation of various risks to Companys business.

The Company has constituted a Risk Management Committee. The constitution and terms of reference of this Committee are provided in the Corporate Governance Report. The Risk Management Committee at its meeting held on March 21, 2023, discussed and reviewed the risk mitigation processes adopted by the Management to address various risks to the Companys business.

RELATED PARTY TRANSACTIONS

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

All related party transactions entered during the year were in ordinary course of the business and on arms length basis. There were no materially significant related party transactions made by the Company during the financial year, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee on a quarterly basis, specifying the nature and value of the transactions, for review and approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseeable and are of a repetitive nature and/or entered in the ordinary course of business and on arms length basis.

Pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of the material transactions entered by the Company in the financial year are disclosed in the prescribed Form AOC-2 annexed as Annexure A to the Boards Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Directors, to the best of their ability, have laid down internal financial controls to be followed by the Company, which they believe are adequate keeping in view the size and nature of the Companys business. 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.

Your Companys internal financial controls are deployed through an internally evolved framework that address material risks in your Companys 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.

STATUTORY AUDITORS AND AUDITORS REPORT

The Members of the Company in 34th Annual General Meeting of the Company approved the appointment of M/s. SRBC & CO LLP, Chartered Accountants (ICAI Firm Registration Number 324982E/E300003) (‘M/s.SRBC) as the Statutory Auditors of the Company for a term of five consecutive years i.e., from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting. The Report given by M/s. SRBC on the Financial Statements for the financial year ended March 31, 2023, is part of the Annual Report. The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments and the Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s.V. Sreedharan and Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year ending March 31, 2023. The Report given by the Secretarial Auditors is annexed as Annexure B to the Boards Report. The Secretarial Audit Report is self-explanatory and does not call for any comments. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instances of fraud committed against the company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, the details of which would need to be mentioned in the Boards Report.

SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY

The Companys CSR Policy The Board has constituted a Corporate Social Responsibility (CSR) Committee for implementing CSR activities of your Company. As on March 31, 2023, the CSR Committee comprised of Ms. Revathy Ashok as Chairperson and Mr.S.Devarajan, Mr. J.N.Mylaraiah and Ms. Vijaya Latha Reddy as Members. The terms of reference of the CSR Committee are provided in the Report on Corporate Governance. Your Company has also formulated a CSR Policy, which is available on the website of the Company at https://www.adckcl.com/in/en/aboutus/policies.html.

In terms of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has during the financial year 2022-23 spent over two percent of the average net profits of the Company during the three preceding financial years in accordance with the CSR Policy and amount approved by the Board of Directors on the recommendation of the CSR Committee. The Companys focus on CSR activities is pre-dominantly in the areas of Education and health. The Company implements the CSR projects through implementing partners. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure C to the Boards Report.

SUSTAINABILITY

A. Environmental Progress

Your company is proud of its accomplishments so far. Your Company is building a foundation for a more sustainable future. Your company is building the processes and systems that will be necessary to ensure that it can meet not only regulatory requirements but the goals of our 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.

B. Development

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

• Commenced in-house assembly of Copper Panels, of both Unloaded & Loaded Version.

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

• Introduced Cat 6 LSZH Cable assemblies.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The statement of Disclosure of Remuneration under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D to the Boards Report.

The statement of particulars employee as required under Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of Section 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members of the Company and others entitled thereto, excluding the aforesaid statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the address of the Registered Office of the Company or at email address:support@adckcl.com.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 124 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven consecutive years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF") constituted by the Central Government. In terms of the IEPF Rules, during the financial year 2022-23, the Company had transferred Rs.1,207,792/- and Rs.45,103/- to the IEPF, being the unpaid and unclaimed dividend amount pertaining to the Interim dividend and Final dividend of the financial year 2014-15, respectively.

Pursuant to the provisions of the IEPF Rules, all shares in respect of which any dividend has not been paid or claimed for seven consecutive years is required to be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred to the IEPF Account. Accordingly, the Company had during the financial year 2022-23 transferred 2065 equity shares on which dividend(s) remained unpaid or unclaimed for seven consecutive years to the Demat Account of IEPF Authority, after complying with the procedure prescribed under the IEPF Rules.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

During the year under review, your Company has earned Foreign Exchange of Rs.194.40 lakhs and the Foreign Exchange outflow was nil.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in the prescribed format is available on the website of the Company at https://www.adckcl.com/in/en/ aboutus/investorrelations/annual-reports-and- returns.htm.

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

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report. There has been no change in the nature of business of the Company..

DEPOSITS FROM PUBLIC

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

DEPOSITS

During the year under review, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits was outstanding as on the date of the Balance Sheet.

COST RECORDS AND COST AUDIT

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.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, the Company has not filed any application and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTION

During the year, there was no instance of one-time settlement with any bank or financial institution.

OTHER DISCLOSURES

No disclosure or reporting is made with respect to the following matters, as there were no transactions 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 of funds through preferential allotment or qualified institutions placement.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the hard work, dedication and commitment of each employee of the Company during the year.The Directors also thank the customers, channel partners, distributors, vendors and bankers for their support and co-operation during the year. The Directors would also like to acknowledge the valuable support of the Promoters of the Company during the year.

On behalf of the Board of Directors
S.Devarajan J.N.Mylaraiah
Chairman Managing Director
Place : Bangalore Date : June 16, 2023