Postal Ballot Notice dated March 25, 2025
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ADC India Communications has issued a Postal Ballot Notice seeking shareholder approval for two resolutions. The first is the appointment of Mr. Jonathan Niall Murphy (DIN:10057273), an Irish national and lawyer currently serving as Assistant General Counsel (international) at CommScope EMEA Limited, as a Non-Executive Non-Independent Director. He was initially appointed as Additional Director by the Board on February 7, 2025, and is now seeking formal shareholder confirmation. The second resolution seeks approval for material related party transactions with fellow subsidiary CommScope India Private Limited for FY 2025-26, estimated at Rs. 10,100 lakhs (purchase of goods Rs. 9,300 lakhs, sale of products Rs. 500 lakhs, sales promotion expenses Rs. 300 lakhs), which represents about 57% of FY 2023-24 consolidated turnover. Historical transaction values were Rs. 5,388 lakhs (FY22), Rs. 6,299 lakhs (FY23), and Rs. 6,901 lakhs (FY24). E-voting runs from April 3 to May 2, 2025, with results expected by May 6, 2025.
Both items are routine corporate governance matters for a subsidiary of CommScope Holding Company. The director appointment is a formalisation of an existing board position filled by a parent-group nominee, while the related party transaction approval reflects ongoing operational dependence on the CommScope group. Shareholders should note that related parties are barred from voting on the RPT resolution, and approval is being sought because the transaction value exceeds SEBI's materiality threshold.