The Directors take pleasure in presenting the 38th Annual Report and the Audited Financial Statements for the financial year ended March 31,2026.

FINANCIAL SUMMARY

The highlights of financial performance of the Company, for the financial year ended March 31, 2026 are summarised hereunder:

PERFORMANCE AND STATE OF THE COMPANY’S AFFAIRS

During the financial year 2025-26, your Company’s overall revenue from operations was INR 20,006.36 lakhs, higher by 7% over the previous year's revenue of INR 18,710.17 lakhs with relentless focus on execution. Telecommunication business declined by 15%, whereas IT-Networking (Enterprise network) business grew by 10% over that of the previous year. For the full year, the Company’s profit before tax was INR 2,462.00 lakhs as compared to INR 3,277.01 lakhs in the previous year. Profit after tax for the financial year was INR 1,892.70 lakhs as compared to INR 2,445.76 lakhs in the previous year.

The decline in revenue from the Telecommunication business was primarily due to lower exports compared to the previous financial year and growth in revenue in the IT-Networking business was on account of increase in demand with expansion of

office networks across verticals in the country. Lower profits in the current financial year were mainly driven by significant spikes in raw material costs-particularly copper volatility and fibre availability. These supply chain shocks caused significant direct cost impacts. During the year, the Company generated net cash flow of INR 1,339.65 lakhs.

DIVIDEND

Based on the Company’s performance, profitability, and a strong cash flow, your Directors have recommended a dividend of INR 25/- (250%) per equity share of the face value of Rs. 10/- each for the financial year ended March 31,2026. Dividend will be payable subject to the approval of Members at the ensuing Annual General Meeting scheduled to be held on August 7, 2026 subject to deduction of tax at source, to those Shareholders whose names appear in the Register of Members or List of Beneficial Owners as on the Record Date.

TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve for the financial year ended March 31,2026.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2026 was INR 460 lakhs divided into 4,600,000 Equity Shares of INR 10/- each fully paid up. During the year under review, there was no change in the share capital of the Company.

ACQUISITION OF COMMSCOPE’S CCS BUSINESS BY AMPHENOL CORPORATION

On August 3, 2025, Amphenol Corporation

announced the acquisition of Connectivity and Cable Solutions (CCS) business of CommScope; wherein your Company ADC India Communications Limited was part of the CCS business and the acquisition was completed on January 9, 2026. As per regulation terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), an Open offer was made by Amphenol Corporation to the Public Shareholders of the Company to acquire up to 1,196,000 Equity Shares representing 26.00% of the Voting Share Capital, at a price of INR 1,233.59 per share. The Open Offer opened on April 2, 2026 and closed on April 17, 2026.

Following SEBI (SAST) Regulations, this mandatory Open Offer formally transitioned ADC India

Communications Limited in to becoming an indirect majority-owned subsidiary of Amphenol Corporation.

BUSINESS AND OPERATIONS

During the year, your Company emerged strongly, where the team demonstrated exceptional resilience in dealing with unprecedented times, as rapid technological evolution fundamentally reshapes to transform businesses in every industry around the world in a profound and fundamental way. Today, leading industrial enterprises are leveraging advanced digital tools to maximize the value of their existing infrastructure and legacy equipment. Concurrently, organisations are deploying tailored Artificial Intelligence (Al) solutions to optimize specialized processes, intricate quality control inspections and future-proof supply chain logistics. By successfully balancing traditional operational excellence with cutting-edge technology, our team ensures we remain agile, competitive and ready for the next era of transformation.

Your Company's 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 commitment remains to deliver long-term growth, riding on a solid strategy and making prudent business decisions with a steady backup plan. The economic environment continued to improve where Enterprise network market growth continues to improve versus volatile Telecom sector, which grapples with fewer orders. Pressure on profitability continues, driven by significant spikes in raw material costs and at the same time pressure on price in the marketplace. Your Company foresees balancing between anticipating continued Enterprise segment growth and maintaining a steady, cautious approach with respect to the Telecom sector.

While global supply chain disruptions, rising interest rates and commodity volatility present complex operational challenges, it also highlights the resilience of our business model. Capitalizing on the surging demand for infrastructure projects allows us to deepen client partnerships and capture high-growth opportunities. Backed by our Board and Risk Management Committee's disciplined, worst-case scenario planning, our strong financial foundation ensures sustainable, consistent long-term growth.

Your Company is strategically positioned at the intersection of India's economic transformation and digital revolution, since infrastructure is the primary multiplier of economic growth. A digital nation needs

digital infrastructure. As India accelerates towards a $5 trillion economy, digital and communication connectivity serves as the vital foundation for all sectors. The investments committed both by Government & Private Players towards infrastructure growth would improve the overall business sentiment and investments in the next few quarters/ years. The market is expected to improve, driven by infrastructure investments and Data Centre expansion. Exponential data consumption is forcing enterprises and cloud providers to aggressively expand high-density fibre networks. Government modernization and manufacturing automation (Industry 4.0) provide highly visible, long-term order pipelines. Our addressable market spans BFSI, Healthcare, E-commerce, and Defense, shielding our revenue streams from a downturn in any single industry; where your Company will be able to favorably participate in the areas of its strength within each opportunity as the market evolves.

While steep increases in commodity costs-particularly copper, fibre, polymers, stainless steel, and plastics-present ongoing inflationary pressures, strong market demand continues to fuel our revenue growth. We are actively protecting our profit margins through strategic, ongoing price adjustments across impacted product lines. To maintain our competitive edge, we are combining these pricing strategies with strict cost-reduction initiatives and an aggressive pipeline of new product introductions. We remain vigilant and agile, ready to adapt our operations as market dynamics evolve; where our focus remains on delivering sustainable profitable growth. We are actively converting our product strengths into recurring market wins by expanding our footprint into fast-growing segments like high-speed copper and advanced fibre optics. The market sentiment is strengthening and your Company is fully capitalized to seize these high-yield opportunities as the market evolves.

Our commitment to the communities where we operate remains a core pillar of our long-term value creation. By directing targeted investments into healthcare, education and sustainability, we are bridging critical gaps and driving equitable growth. These initiatives not only deliver meaningful societal impact, but also strengthen the local foundations that support our business success.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 Report for the year under review is presented in a separate section and forms part of the Annual Report.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 (“Act”), Ms. LinXia Smyth (DIN: 11525342), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers herself for re-appointment.

The following are the changes in composition of the Board of Directors of the Company during the year:

• The Board of Directors at their meeting held on February 10, 2026, based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Ms. Lin Xia Smyth (DIN: 11525342) and Mr. N. Vineeth Chandran (DIN: 07560696) as Non-Executive Non-Independent Directors of the Company with effect from February 10, 2026. These appointments have been approved by the Shareholders of the Company through Postal Ballot on April 23, 2026.

• Mr. Rakesh Kishore Bhanushali (DIN: 07220290) and Mr. Jonathan Niall Murphy (DIN: 10057273) ceased to be the Directors of the Company with effect from the close of business hours on February 10, 2026 post acquisition of the Connectivity and Cable Solutions (CCS) business of CommScope by Amphenol Corporation.

The Board places on record their appreciation for the contributions made by Mr. Rakesh Kishore Bhanushali and Mr. Jonathan Niall Murphy during their tenure as Directors of the Company.

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

At the Board meeting held on May 21, 2026, the Board of Directors noted the retirement of Mr. R. Ganesh from the position of Company Secretary and Compliance Officer of the Company with effect from May 31, 2026. The Board places on record its deep sense of appreciation for the invaluable contribution made by Mr. R. Ganesh during his tenure spanning nearly three decades. The Members of the Board also express their sincere appreciation for his dedication, integrity & commitment to excellence and wishes him a healthy, fulfilling, and joyous endeavours.

The Board of Directors at the same meeting appointed Ms. Geetha Desikachari as the Company Secretary and Compliance Officer of the Company with effect from June 1,2026.

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

DECLARATION BY INDEPENDENT DIRECTORS

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) ofthe SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors fulfill the said conditions as mentioned in Section 149(6) ofthe Act and the SEBI Listing Regulations and are independent of the Management. All the Independent Directors have confirmed compliance with the provisions of 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.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 6 (six) meetings of the Board of Directors were held. Details of these Board meetings are provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two Board meetings was within the time prescribed under the Act and SEBI Listing Regulations.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, Independent Directors held their separate meetings on November 11,2025 and March 14, 2026, respectively in accordance with the requirements of Schedule IV of the Act, Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India and the SEBI Listing Regulations. In this meeting, the Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company and assessed the quality, quantity and timeliness of flow of information

between the Company's Management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

BOARD COMMITTEES

In terms of the requirements of the Act and SEBI Listing Regulations, the Board has constituted five Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee.

Details of each of these Committees such as terms of reference, composition, meetings held during the year under review 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, after due deliberations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and based on the information and explanations received from the Management of the Company, confirm that:

a. i n the preparation of the annual accounts for the financial year ended March 31, 2026, 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 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 as on March 31, 2026 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. the 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.

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 Company's business and policy decisions are considered by the Nomination and Remuneration Committee for appointments of new Directors on the Board. The Independent Directors appointed to the Board are paid sitting fees for attending the Board and Committee Meetings as approved by the Board of Directors. Non-Executive Non-Independent Directors are neither paid any sitting fees nor paid any remuneration.

The details pertaining to the remuneration paid to the Directors during the year are furnished in the Corporate Governance Report of the Annual Report.

The Executive Compensation Policy Guidelines is available on the website of the Company at https:// www.adckcl.com/in/en/aboutus/policies.html.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

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 SEBI Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors through 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, business strategy, annual planning, effectiveness of Board processes, information flow, and overall functioning. 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.

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

CORPORATE GOVERNANCE REPORT

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 obtained from M/s. S R B C & CO LLP, Chartered Accountants and the Statutory Auditors of the Company, regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has established a Vigil Mechanism for Directors and Employees pursuant to Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The vigil mechanism provides for adequate safeguards against victimization of whistleblowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. During the year under review, your Company has not received any complaint under the vigil mechanism/whistle-blower policy.

The Vigil Mechanism Policy is available on the Company's website at https://www.adckcl.com/in/en/ aboutus/policies.html.

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. The Company is committed to providing a safe and conducive work environment for all its employees. The Company has in place a Prevention of Sexual Harassment at Workplace (POSH) Policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. An internal committee has also been constituted to consider and resolve the complaints related to 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 under review, the Company has not received any complaint of alleged sexual harassment.

MATERNITY BENEFIT

The Company confirms compliance with the provisions of the Maternity Benefit Act, 1961 and the Rules framed there under. No women employee has claimed any maternity benefit during the year under review.

RISK MANAGEMENT

The Company has put in place a Risk Mitigation Process to identify, assess and mitigate risks to the Company's business. The Board has formed a Risk Management Committee to frame, implement and monitor the risk management plan for your Company. The Committee also ensures that appropriate processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The Members of the Risk Management Committee at its meeting held on March 14, 2026, discussed and reviewed the risk mitigation processes adopted by the Management to address various risks to the Company’s business including Business, IT, Financial and Compliance risks. The Members satisfied themselves that appropriate risk management frameworks are in place and appropriate practices are being followed.

CYBER SECURITY

The Company has established requisite technologies, processes and practices designed to protect networks, computers and data from external attack or unauthorized access. CrowdStrike software protects the Company’s Systems from viruses and malware. Three Cyber Protect Backup Advanced Server Subscription Licenses are in place for our primary AD server, additional AD server and file server. All laptops, desktops and servers have upgraded security software with CrowdStrike for comprehensive protection.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its review and approval in compliance with the applicable industry standards. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. Further the related party transactions are reviewed by the Statutory Auditors of the Company.

During the year under review, all related party transactions were in the ordinary course of business and on arm’s length basis.

During the year under review, your Company had entered in to transactions with CommScope India Private Limited, a related party, which is considered material in terms of Regulation 23 of the SEBI Listing Regulations. Accordingly, the disclosure of these transactions as required under Section 134(3) (h) of the Act, in Form AoC 2, is attached to this report as Annexure A. Necessary approval of the Shareholders of the Company has been taken for entering into material related party transactions with CommScope India Private Limited.

Details of the Related Party Transactions are disclosed in the section “Notes to the financial statements” forming part of this Annual report.

The Policy on Related Party Transactions is available on the Company's website and can be accessed at the web-link: https://www.adckcl.com/in/en/aboutus/ policies.html.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System in accordance with Section 134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations. The details on Internal Control Systems and their adequacy are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & 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 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 2025-26 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the Financial Statements in this Annual Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Section 204 of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. V Sreedharan and Associates, Company Secretaries (Firm Registration No. P1985KR14800) were appointed as the Secretarial Auditors for a term of 5 (five) consecutive years commencing from financial year 2025-26 until financial year 2029-30.

The Secretarial Auditors Report for the financial year ended March 31, 2026, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations is attached to this report as Annexure B. The Secretarial Auditor's Report for the financial year 2025-26 has one qualification as mentioned below:

As required under Section 173(2) of the Companies Act, 2013, Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the notes to 4.1.3 of the Secretarial Standards 1 of the ICSI, the Company has

maintained electronic recording of Board meetings held by video conferencing or through audio visual means except for the Board meeting dated August 5, 2025. However, the minutes of the said Board meeting were noted and approved in the subsequent Board meeting held on August 12, 2025.

The Board meeting held on August 5, 2025 through video conferencing could not be recorded due to certain technical issues.

Apart from the above, the Secretarial Auditor's Report for the financial year 2025-26 does not contain any other qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year ended March 31, 2026 for all applicable compliances as per SEBI Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. V Sreedharan and Associates, Company Secretaries, has been submitted to BSE Limited. The same is also available on the website of the Company at https://www.adckcl.com/in/en/ aboutus/investorrelations/other-info.htm.

REPORTING FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds 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.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India except that the Board meeting held through Video Conferencing on August 5, 2025 which could not be recorded due to technical issues. However, the minutes of the said Board meeting were noted and approved in the subsequent Board meeting held on August 12, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the website of the Company at the web-link https://.adckcl.com/in/en/aboutus/policies.html.

The Company's strategic focus areas for its CSR activities are Education and Health. The Company implements 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 spent INR 48.00 lakhs towards CSR projects during the financial year 2025-26.

The disclosures required under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in the Annual Report on CSR Activities attached to this Report as Annexure C.

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

A. Sustainability

Your Company embraces sustainability as a fundamental business value. Our commitment to sustainability and role in developing the networks of tomorrow humbles all of us every day.

Your Company is building a foundation for a more sustainable future. It keeps constantly upgrading the processes and systems, that will be necessary to ensure not only compliance of regulatory requirements, but the goals of our customers. The ADC India Communications Limited's manufacturing facility is certified to ISO 14001:2015 for environmental management systems and ISO 45001:2018 for health and safety management systems.

Your Company values its employees and the communities it serves advancing equity at every touchpoint. From our diversity and inclusion with regular ongoing training and engagement program, ADC India Communications Limited is also committed to the communities we serve and are involved in several educational programmes to combat the digital divide and extend learning opportunities to people.

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

B. Conservation of Energy

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

Your Company looked into maximum utilization of rainwater harvesting for gardening and landscaping. Reduction of fuel consumption has been one of the priority areas where every aspect is being looked into including dispatches. The remaining areas of work are currently under review to ensure the installation of energy-efficient equipment.

C. Development Activities

During the year, the following developmental

activities were carried out by the Company:

• Introduced higher density swing out fibre panels in both Single mode & Multimode version, extrapolating success from the previous version.

• Developed Patch lock system for Plugs, which would help customers maintain physical security of connectivity and/or disconnectivity.

• Continued development of new design fibre cable based on customer applications and rugged fibre armored cable assemblies to suit certain customer requirements.

• Introduced new variants of different dimensions of ‘Wire Mesh Basket System' for Data Centre requirements, based on customer feedback & best practices.

D. Foreign exchange earnings and outgo

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

Total foreign exchange earned and outgo are as follows:

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure D to this Report.

The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure E to this Report. In terms of the second proviso to Section 136(1) of the Act, the Board's Report is being sent to the Members without the aforesaid Annexure. The said information is available 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.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary companies.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), 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 of the Act read with the IEPF Rules, the shares on which dividends have not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the IEPF Authority.

Pursuant to the above-mentioned provisions, during the financial year 2025-26, the unclaimed dividend amount of INR 1,38,084/- pertaining to the financial year ended March 31, 2018 and INR 5,73,520 pertaining to the Interim Dividend declared during the financial year 2018-19 were transferred to IEPF.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, Annual Return of the Company is available on the website of the Company and can be accessed at https://www.adckcl.com/in/en/aboutus/ investorrelations/annual-reports-and-returns.htm.

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

No material changes and commitments have occurred between the end of the financial year and date of this Report, which would affect the financial position of the Company.

PARTICULARS OF 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 Act during the year under review.

DEPOSITS

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.

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 PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts and Tribunals impacting the going concern status of the Company and its future operations.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before NCLT or other Court(s).

OTHER DISCLOSURES

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

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 institutional placement.

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

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

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation and thank the Company's Parent Company, Customers, Business Partners, Shareholders, Vendors and Bankers for their support to the Company. Your Directors also appreciate the commendable efforts and dedicated services of the Employees of the Company.