ADC India Communications Limited has published the recommendations of its Committee of Independent Directors (IDC) regarding Amphenol Corporation's open offer to acquire shares from public shareholders. The IDC has unanimously endorsed the offer as fair and reasonable for shareholders.

Open Offer Details

Amphenol Corporation's open offer targets the acquisition of up to 11,96,000 fully paid equity shares of face value ₹10 each, representing 26.00% of the voting share capital from public shareholders. The offer is being conducted under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

IDC Composition and Independence

The Committee of Independent Directors comprises three members who have confirmed their independence from both the target company and the acquirer. The IDC members are Mr. Nagendra Venkateswamy (Chairperson), Ms. Vijaya Latha Reddy (Member), and Mr. Harish Hassan Visweswara (Member).

None of the IDC members hold equity shares in either ADC India Communications Limited or Amphenol Corporation, nor have they traded in securities of either company during the 12 months preceding the public announcement or thereafter.

Professional Advisory and Valuation

The IDC engaged Grant Thornton Bharat LLP as external professional advisers to evaluate the offer price. Grant Thornton confirmed in their report dated March 20, 2026, that the offer price of ₹1,233.59 per share complies with Regulation 8(3) of the Takeover Code.

Grant Thornton presented fair value assessments using different valuation methods to IDC members during their meeting on February 26, 2026. Based on their independent analysis, they concluded that the offer price appears reasonable.

IDC Recommendation and Rationale

The IDC unanimously approved its recommendations at the meeting held on March 23, 2026. The committee's positive recommendation is based on several key factors:

• Compliance with SEBI Takeover Code requirements
• Professional valuation confirming fair value
• Legal compliance verification by MD&T Partners
• Comprehensive review of all offer documents

The IDC emphasized that public shareholders have the option to either tender their shares or continue as shareholders in the company. They advised shareholders to independently evaluate the open offer, consider market performance, and review disclosures in the Letter of Offer before making informed decisions.

Publication and Documentation

The IDC recommendations were published on March 25, 2026, in multiple newspapers across different languages and regions to ensure wide accessibility for shareholders.

The complete recommendation statement is available on the company's website at www.adckcl.com for shareholder reference. The IDC's assessment relied on information provided in the Public Announcement, Detailed Public Statement, Draft Letter of Offer, and final Letter of Offer issued by the manager on behalf of Amphenol Corporation.

ADC India Communications Limited has issued a comprehensive postal ballot notice dated March 14, 2026, seeking shareholder approval for critical corporate governance decisions. The company has submitted the notice to BSE Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Proposed Director Appointments

The postal ballot seeks approval for two key director appointments to strengthen the company's board composition:

Ms. Lin Xia Smyth Profile

Ms. Lin Xia Smyth, born on November 12, 1972, is an American national with extensive legal expertise. She currently serves as Associate General Counsel at Amphenol Corporation, USA, and holds a Juris Doctor (J.D.) degree from Georgetown University Law Center. With over 20 years of experience in the Asia Pacific region, she brings valuable legal and governance expertise to the board.

Mr. N. Vineeth Chandran Profile

Mr. N. Vineeth Chandran, born on January 06, 1988, is a qualified Company Secretary with over 13 years of professional experience. He currently serves as Company Secretary at FCI GBS India Private Limited, a wholly owned subsidiary of Amphenol Corporation. He holds a bachelor's degree in commerce and is an Associate Member of the Institute of Company Secretaries of India (ICSI).

Material Related Party Transactions

The company seeks approval for material related party transactions with CommScope India Private Limited for FY 2026-27:

CommScope India Private Limited is a fellow subsidiary and related party under Section 2(76) of the Companies Act, 2013. The transactions involve purchase of goods, sale of products, and reimbursement of sales promotion expenses, all conducted on an arm's length basis in the ordinary course of business.

E-Voting Process and Timeline

The company has engaged KFin Technologies Limited as the Registrar and Share Transfer Agent to facilitate the remote e-voting process:

The postal ballot notice is being sent electronically to members whose email addresses are registered with the company, depositories, or depository participants as of the cut-off date. Members can access the notice on the company's website at www.adckcl.com and KFin Technologies' portal at https://evoting.kfintech.com .

Regulatory Compliance

The postal ballot complies with General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, and other applicable MCA circulars. The resolutions, if passed by requisite majority, will be deemed effective from April 23, 2026, the last date of remote e-voting.

The Audit Committee approved the material related party transactions on March 14, 2026, after reviewing relevant details as required under SEBI circulars. The Board of Directors recommends all three resolutions for shareholder approval, emphasizing that the proposed transactions and appointments align with the company's strategic interests and governance standards.