Black Box Ltd Directors Report

Dear Members,

The Directors are pleased to present the 39^th (Thirty Ninth) Annual Report of the Company together with the Audited

Financial Statements (Consolidated and Standalone) for the Financial Year ("FY") ended March 31, 2025.

FINANCIAL RESULTS

The summary of the Companys financial performance, both on a consolidated and standalone basis, for the FY2025 as compared to the previous FY2024 is presented below:

	Standalone		Consolidated
	Year ended 31	Year ended 31	Year ended 31	Year ended 31
	March 2025	March 2024	March 2025	March 2024
Revenue from operations	376.86	386.65	5,966.91	6,281.58
Other income	5.30	13.11	5.03	19.17
Total income	382.16	399.76	5,971.94	6,300.75
Profit before finance costs, depreciation,	24.73	12.61	542.47	445.37
exceptional items and tax
Less: Finance costs	5.45	6.68	144.72	141.25
Less: Depreciation	7.97	7.91	113.28	114.34
Profit / (loss) before impact of foreign currency	11.31	(1.98)	284.47	189.78
transactions and translations, loss / (gain) on
financial liability, exceptional items and tax
Add: Share of net profit of associate accounted for	-	-	0.73	1.67
using equity method
Add/(less): Gain / (loss) on foreign currency	0.67	0.87	(7.65)	4.60
transactions and translations (net)
Less: Exceptional item	-	-	(65.69)	(39.66)
Profit/(loss) before tax	11.98	(1.11)	211.86	156.39
(Add)/Less: Tax	0.10	13.87	7.08	18.72
Profit/(loss) after tax	11.88	(14.98)	204.78	137.67
Add/(less): Other Comprehensive Income/(loss)	(0.29)	(0.31)	(61.15)	46.68
Total Comprehensive Income/(loss) for the year	11.59	(15.29)	143.63	184.35
Earnings/(loss) per share of 2/- each after
exceptional items:
Basic (in )	0.71	(0.89)	12.16	8.20
Diluted (in )	0.70	(0.89)	12.11	8.18

FINANCIAL PERFORMANCE

Black Boxs financial performance in FY2025 highlights its resilience and strategic focus on profitability and operational efficiency. The Company has successfully navigated challenges and is well-positioned for future growth with a robust pipeline and strong order book. The strategic initiatives undertaken by the management are yielding positive results, enhancing the companys financial stability and growth prospects.

Revenue and Income

The consolidated revenue from operations stood at 5,967 Crores in FY2025, marking a 5% decline from 6,282 Crores reported in the previous year. The dip in revenue was primarily attributed to muted order inflows resulting from delayed decision-making by certain large clients, along with the Companys strategic decision to exit low-value and long-tail customer relationships. Despite this, the Company continues to maintain a healthy business pipeline, which is expected to translate into improved performance in the upcoming quarters.

Other income declined to 5 Crores from 19 Crores, reflecting a reduction in non-operational income sources.

Profitability

The Company reported a strong 24% year-on-year growth in consolidated EBITDA, which increased to 531 Crores in FY2025. EBITDA margins improved significantly to 8.9%, up from 6.8% in the previous year, driven by focused initiatives to improve revenue quality, a growing share of long-term engagements and the streamlining of non-core and low-margin operations.

Profit Before Tax (PBT) increased significantly to 212 Crores from 156 Crores on YoY basis, reflecting solid operational performance despite higher exceptional costs. Profit After Tax (PAT) rose to 205 Crores, compared to 138 Crores in FY2024, marking 49% increase compared to FY2024. The improvement in PAT was primarily led by stronger operating performance, which effectively offset the impact of increased exceptional costs.

Costs and Expenses

Finance costs stood at 145 Crores, marginally higher than 141 Crores in the previous year, primarily due to the elevated interest rate environment. Depreciation expenses remained largely unchanged at 113 Crores compared to 114 Crores.

The Companys ability to deliver strong growth in EBITDA and PAT despite stable cost levels underscores its operational efficiency and effective cost management. This has translated into improved returns on capital employed, reflecting disciplined financial stewardship by the management.

Balance Sheet Overview

Balance Sheet continue to reflect strong financial stability and better ratios. Total liabilities excluding equity reduced by 6 Crores in FY2025 as compared to FY2024 primarily due to reduction in trade payables from business cash flows throughout the year. Total equity increased to 759 Crores from 481 Crores, due to higher profitability during the year.

NATURE OF BUSINESS AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, there have been no changes in the nature of business of the Company. The information on the affairs of the Company has been covered under

"Management Discussion & Analysis" forming part of this

Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the FY2025 and the date of this Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2024 was 33,60,51,180/- (Rupees Thirty Three Crore Sixty Lakh Fifty One Thousand One Hundred and Eighty only) consisting of 16,80,25,590 Equity Shares of 2/- (Rupees Two only) each.

During the year, the capital structure of the Company has undergone following changes:

. E SOP Exercise

T he Company has allotted 49,500 Equity Shares of face value of 2/- each to the eligible employee(s) upon exercise of stock options on June 6, 2024.

. P referential Issue

P ursuant to the approval of the Board and shareholders of the Company on August 2, 2024 and August 29, 2024 respectively, the Board had issued and allotted 92,65,215 convertible warrants at 417/- each to the promoter and non-promoter category on September,

27, 2025. The said warrants were convertible into equal no. of Equity shares of 2/- each of the Company, any time within 18 months from the date of the issue.

During the year 12,71,792 warrants have been converted into equity shares pursuant to conversion request from the respective allottees as per the details below:

Sr. No. Equity shares allotted pursuant to conversion of warrants	Date of allotment
1 4,61,626	December 9, 2024
2 6,45,179	December 20, 2024
3 1,64,987	January 16, 2025

Consequently, as on March 31, 2025, the paid-up equity share capital of the Company stands increased to

33,86,93,764/- (Rupees Thirty Three Crores Eighty Six Lakhs Ninety Three Thousand Seven Hundred and Sixty Four Only) consisting of 16,93,46,882 Equity Shares of 2/-

(Rupees Two only) each.

The equity shares so allotted rank pari-passu with the existing shares of the Company.

The Company has not made any issue of Sweat Equity Shares or Equity Shares with Differential Voting Rights during the year under review.

DIVIDEND

The Directors are pleased to recommend a Final Dividend of 1/- per equity share of face value of 2/- each for the year ended March 31, 2025. The Final Dividend, subject to the approval of Members at the ensuing Annual General Meeting ("AGM"), will be paid on Tuesday, September 23, 2025, to the Members whose names appear in the Register of Members, as on August 29, 2025, being the record date. The said dividend for the financial year 2024 25 would involve a total outflow of17 Crores translating into a 50% dividend payout.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source (TDS), as applicable.

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations), the Company has formulated a Dividend Distribution Policy (DDP). The DDP is available on the website of the Company at https://cdn.blackbox.com/cms/ docs/investors/policies/dividend-distribution-policy.pdf

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of Section 124 of the Companies Act, 2013 (the "Act") read with applicable provisions of the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules,

2016 ("the Rules"), the Company is required to transfer all amounts of dividend that has remained unpaid or unclaimed for a period of seven years from the date of transfer to respective unpaid dividend account, to the

Investor Education and Protection Fund (IEPF). Further, according to the applicable provisions of the said section read with the rules made thereunder, the Company is also required to transfer the corresponding shares with respect to the unpaid/unclaimed dividend, which has not been paid or claimed for seven consecutive years or more, to the demat account of the IEPF Authority.

Accordingly, the Company had transferred unpaid/ unclaimed dividends alongwith the corresponding shares to IEPF within the time limits prescribed under the said section and rules. The details of the shares already transferred have been uploaded on the website of the Company and can be accessed at https://www.blackbox. com/en-in/investors/investor-services/iepf

Further, pursuant to the Regulation 39 of SEBI Listing Regulations read with SEBI Circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, the Company has opened Suspense Escrow Demat Account. For details of number of shares lying at the beginning/ during/at the end of the FY2025, please refer the Corporate

Governance Report forming part of this Annual Report.

TRANSFER TO RESERVE

During the year, the Company has not transferred any amount to General Reserves on declaration of dividend.

HUMAN RESOURCE MANAGEMENT AND HR

INITIATIVE

Future Ready Talent Strategy

Black Boxs steadfast commitment to its people and their growth is the cornerstone of the Companys talent strategy and the driving force behind the transformation journey. The talent strategy is purposefully designed to deliver measurable business value by aligning every facet of HR to build a scalable, future-ready foundation. Unlocking human potential and generating meaningful impact enables Black Box to thrive amid a rapidly evolving business environment. This strategy is grounded in Five Key Pillars each meticulously designed to enhance performance and deliver sustainable business outcomes.

Organizational Effectiveness

The Organizational Development and Effectiveness strategy is focused on enhancing the overall health, agility, and performance at Black Box. It aims to align structure, culture, and capabilities with sustainable growth ambition, and adaptability in a dynamic business environment. Through data-driven insights, leadership development, change management, and continuous improvement initiatives, this strategy fosters a high-performance culture that empowers individuals, strengthens teams, and drives enterprise-wide effectiveness.

Talent Attraction

Talent continues to be a key competitive advantage at Black Box. This year, the organization welcomed seasoned industry leaders with deep expertise large transformation experience, bringing fresh perspectives and innovative approaches that are accelerating business growth. In parallel, skilled professionals have been recruited across regions, industry verticals and technology practices to meet evolving customer needs and enhance client success. Over

600 new hires were onboarded this fiscal year, including critical roles aligned with the companys growth agenda.

Employee Experience and Engagement

Black Box crafts meaningful experiences that foster purpose, drive meritocracy, and belonging. Holistic and integrated programs spanning onboarding, career development, recognition, well-being, and leadership connection ensures that individuals feel valued, supported, and aligned with Black Box goals. By actively listening and acting on employee feedback, and promoting a culture of transparency and inclusion, Black Box had significantly enhanced satisfaction, as reflected in Every Voice Matter Employee Survey. Retention rate has improved significantly across various geographies, through high-touch meaningful connections.

Learning, Upskill & Development

In todays dynamic business environment, continuous learning and upskilling are essential to staying competitive and future ready. At Black Box, a robust learning and development strategy empowers employees to grow their capabilities, adapt to emerging technologies, and take on evolving roles with confidence. By offering personalized learning paths, on-demand resources, and structured development programs, Black Box fosters a culture of continuous learning and growth.

Cohesive Culture

Black Box culture strategy is designed to cultivate a purpose-driven, inclusive, and high-performance environment that aligns with business objectives and accelerates Black Box ambition. By embedding core values into everyday behaviors, leadership practices, and decision-making processes, Black Box aims to foster a culture that empowers employees, drives collaboration, and enhances agility. This strategic focus on culture enables us to attract and retain top talent, strengthen collaboration, and deliver measurable business outcomes.

Workforce

3500+ Total workforce 52 Nationalities 35 countries 19% Gender Diverse 5 Generations at Work Talent Attraction: 650+ Hires

Recognitions: 2000+ recognitions (appreciations, awards) Learning: 10,682 sessions 24,196 hours 1,884 unique learners 1,100 certifications

MANAGEMENTS DISCUSSION AND ANALYSIS

Managements Discussion & Analysis for the year under review, in terms of the provisions of Regulation 34 of the SEBI Listing Regulations is set out as a separate section, forming an integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has established robust internal control systems that are well-suited to the nature, size, scale, and complexity of its operations. These systems are implemented across all processes, units, and functions.

The internal control framework, comprising policies, procedures and applications, is designed to ensure effective management of the Companys operations, safeguard its assets, optimize resource utilization, ensure the reliability of financial information, and ensure compliance with relevant regulations. In line with dynamic business requirement of growing size and complexity of the Companys operations, these systems and procedures are periodically reviewed and updated. The Audit Committee also regularly assesses the adequacy and effectiveness of the internal control systems and provides guidance for further enhancements. The Company ensures timely implementation of additional measures to enhance the internal controls.

Further, the Company has internal as well as independent/ external Audit teams of certified professionals who carry out internal audits of various functions/processes of the Company and the group every quarter. All Internal Audit plans are approved and periodically reviewed by the

Audit Committee. These internal audits follow a risk and control-based methodology and include the review of internal controls and governance processes, adherence to management policies, underlying system controls and statutory compliances. The Internal Auditors report directly to the Audit Committee and participate in the meetings of the Audit Committee and the Risk Management Committee, as required.

DEPOSITS

During the year under review, the Company has not accepted any deposits covered under Chapter V of the

Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.

SUBSIDIARIES/ASSOCIATE COMPANY

The Company operates in 35 countries through its various direct and indirect subsidiaries incorporated across various different jurisdictions. As on March 31, 2025, the Company has 75 subsidiaries. The standalone revenue of the Company is 376.86 Crores which contributes 6% of the consolidated revenue. The remaining 94% of the revenue is generated through its subsidiaries in various jurisdictions.

The United State of America is the largest and most material jurisdiction in terms of revenue contribution accounting for

71% of the total revenue, generated through 19 subsidiaries incorporated in the USA.

The Company also indirectly holds a 39.53% equity stake in an associate company incorporated in Dubai, UAE which is accounted for basis associate accounting methodology.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided at the page no. 431 of this Annual

Report. The statement provides details of performance and financial position of each of the subsidiaries.

During the year under review, AGCN Solutions Pte Limited,

Step-down Subsidiary of the Company, was dissolved w.e.f.

February 19, 2025.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES

PROVIDED

The particulars of loan(s) given, investment(s) made, guarantee(s) given and/or securities provided by the

Company along with the purpose for which such amount of loan, guarantee or security is proposed to be utilized by the recipient, has been provided in the notes to financial statements.

STATUTORY AUDITORS AND THEIR REPORT

M/s. M S K A & Associates, Chartered Accountants (FRN: 105047W), an independent member firm of BDO International, were appointed as the Statutory Auditor of the Company by the members at their 38^th AGM, for a period of 5 consecutive years commencing from the conclusion of the 38th AGM till conclusion of the 43^rd AGM of the Company.

Statutory Auditors Report

The Statutory Auditors Report on the financial statements (Standalone & Consolidated) of the Company for the financial year ended March 31, 2025, has been annexed to the financial statements contained in this Annual Report. The Statutory Auditors have expressed their Emphasis of Matter (EOM) on the Standalone & Consolidated financial statements of the Company in the said report. Further, the said EOM alongwith the managements response on the same is given below:

A. Standalone Audit Report:

Emphasis of Matter Non-compliance with laws and regulations

We draw attention to Note 46 to the accompanying standalone financial statements, which describes the delay in remittance of import payments, delay in repatriation of export proceeds of goods & services and delay in other receipts, beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time. The management has filed necessary applications with the appropriate authority for extension of time limit and condonation of such delays and response on the same is awaited as on date. Our opinion is not modified in respect of this matter.

Management views on the above:

The Company has foreign currency trade payables and other payables amounting to 3.13 Crores and Nil as on March 31, 2025, which are due for a period more than six months as on March 31, 2025, and includes balance payable amounting to 2.00 Crores, which are outstanding for more than three years as on that date. Also, the Company has foreign currency trade receivables and other financial assets amounting to 3.24 Crores and 2.41 Crores respectively as on March 31, 2025, which are due for more than nine months as on March 31, 2025, and includes balance receivable amounting to 2.99 Crores which are outstanding for more than three years as on that date.

The delay in remittances / collections beyond the timeline stipulated under the circulars, directions issued under the Foreign Exchange Management Act, 1999, as amended from time to time (collectively referred as ‘the FEMA Regulations) has resulted in non-compliances,however,theCompanyhasfiled necessary application with the Authorised Dealer Category I bank (‘AD Bank) for extension of time limit and condonation of delay on payables aggregating to

2.86 Crores during the current year and on payables aggregating to 0.16 Crores subsequent to year end. For the residual payables amounting to 0.11 Crores where extension has not been filed management is in the process of approaching the Reserve Bank of India through AD Bank for write back.

Similarly, during the current year the Company has filed an application with its AD Bank for extension of time limit and condonation of delay for the aforementioned receivables aggregating to 5.49 Crores during the current year and for 0.16 Crores subsequent to year end. The Company is awaiting approval from the AD

Bank for these applications filed. Pending conclusion of the aforesaid matter, the management of the

Company believes no material penalties/fines could be levied on account of such non-compliances and accordingly the Company have not accounted for penalties and fines, if any in the Standalone financial statements for the year ended March 2025.

B. Consolidated Audit report

Emphasis of Matter Non-compliance with laws and regulations

We draw attention to Note 48 to the accompanying consolidated financial statements, which describes the delay in remittance of import payments, delay in repatriation of export proceeds of goods & services and delay in other receipts, beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time. The management has filed necessary applications with the appropriate authority for extension of time limit and condonation of such delays and response on the same is awaited as on date. Our opinion is not modified in respect of this matter.

Management s view on the above:

The Group has foreign currency trade payables and other payables (before eliminating inter-company balances) amounting to 38.29 Crores and Nil as on March 31, 2025, which are due for a period more than six months as on March 31, 2025, and includes balances amounting to 18.92 Crores which are outstanding for a period more than three years as on that date. Also, the Company has foreign currency trade receivables, other financial assets and other current assets (before eliminating inter-company balances) amounting to 11.93 Crores, 2.41 Crores and 0.14 Crores respectively, as on March 31, 2025, which are outstanding for a period more than nine months as on March 31, 2025, and include balances amounting to 3.28 Crores which are outstanding for a period more than three years as on March 31, 2025.

The delay in remittances / collections beyond the timeline stipulated under the circulars, directions issued under the Foreign Exchange Management Act, 1999, as amended from time to time (collectively referred as ‘the FEMA Regulations) has resulted in non-compliances, however, the Holding Company and its two subsidiary companies incorporated in

India, have filed necessary application with Authorised Dealer Category I bank (‘AD Bank) for extension of time limit and condonation of delay on payables aggregating to 29.36 Crores during the current year and on payables aggregating to 2.30 Crores subsequent to year end. For the residual payables amounting to 6.63 Crores where extension has not been filed, management of respective Companies are in the process of approaching the Reserve Bank of India through their AD Bank for write back.

Similarly, during the current year the Holding Company and its subsidiary companies incorporated in India, has filed application with its AD Bank for extension of time limit and condonation of delay for the aforementioned receivables aggregating to 12.71 Crores and for

1.77 Crores subsequent to year end. The respective companies are awaiting for approval from the AD Bank for these applications filed. Pending conclusion of the aforesaid matter, the management of the Group believes no material penalties/fines could be levied on account of such non-compliances and accordingly, the

Group has not accounted for penalties/fines, if any, in the consolidated financial statements for the year ended March 31, 2025.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee or Board, pursuant to the provisions of Section 143(12) of the Act, any fraud committed against the Company by its employees or officer.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to Section 204(1) of the Act and Rule 9 of the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Secretarial Audit Report issued by Dr. S. K. Jain, Practicing Company Secretary (FCS No. 1473) for FY2025 is annexed as Annexure I to this Boards Report.

Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on August 13, 2025 have recommended for approval of the Members of the Company, appointment of M/s. Makarand M. Joshi & Co., Practising Company Secretaries (ICSI UIN: P2009MH007000) as Secretarial Auditor for a term of upto 5 (Five) consecutive years, to hold office from April 1, 2025 upto March 31, 2030. A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening the ensuing AGM.

Secretarial Auditors qualification remark:

During the audit period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above, except in respect of matter specified below: i. The Company was not in compliance with Regulation

23(9) of the SEBI Listing Regulations. There was a delay in submission of disclosures of Related Party Transactions (RPT) for the half-year ended March

31, 2024. The Board Meeting for the financial results was held on May 30, 2024. While the disclosure was uploaded shortly after submitting the financial results at 12:02 a.m., the submission timestamp reflected 31, 2024 resulting in a delay of two minutes, which was treated as a non-compliance by the exchange (NSE) and Consequently, a fine of5,900/- (inclusive of

GST) was levied on the Company. The same was paid on July 1, 2024.

. The Company was not in compliance with Regulation

17(1)(b) of the SEBI Listing Regulations with respect composition of Board of Directors (i.e. half of the Board was not Independent) for 44 days from September 26, 2024 to November 08, 2024 on account of tenure completion of Mr. Sujay Sheth, Independent Director and Chairman of the Company on September 25, 2024. NSE and BSE each levied fine of 2,59,600/-

(inclusive of GST) for aforesaid non-compliance and the Company has paid the fine during the year under review to both the exchanges.

. The Company was not in compliance with Regulation

18(1), 19(1)/(2), 20(2)/(2A), 21(2)/(2A) of the SEBI

Listing Regulations with respect to composition of Audit Committee, Nomination and Remuneration

Committee, Stakeholders Relationship Committee and Risk Management Committee, respectively, for 26 days from September 26, 2024 to October 21, 2024 on account of tenure completion of Mr. Sujay Sheth, Independent Director and Chairperson of the Company on September 25, 2024. Both the exchanges had waived fines for the aforesaid non-compliance as no Committee Meetings were held during the relevant period.

Managements view on the above:

Response to point no. (i) above as highlighted in the Secretarial Audit Report

The disclosure was uploaded shortly after submitting the financial results at 12:02 a.m., the submission date reflected as May 31, 2025, which NSE considered as non-compliance. The fine levied by NSE was duly by the Company.

Response to point no. (ii) above as highlighted in the Secretarial Audit Report

Mr. Sujay Sheth ceased to be a Director and Chairman of the Company effective September 25, 2024, upon the completion of his term as an Independent Director Following his cessation, the Board temporarily operated without a fixed Chairperson as of September 30, 2024

This interim situation arose due to the Boards efforts to ensure a seamless transition between the outgoing and upcoming chairperson, in this critical role, which requires careful consideration and alignment with the Companys governance processes. During that period, the Board was functioning ordinarily, and no meetings were convened. The process of appointing a new Chairperson was promptly initiated and concluded at the subsequent Board meeting, ensuring compliance with regulatory requirement and maintaining governance integrity. Stock exchanges i.e. BSE & NSE had imposed a fine of 2,59,600/- each (inclusive of

GST) which was duly paid by the Company.

Response to point no. (iii) above as highlighted in the Secretarial Audit Report

In addition to the submission made under point no. (ii) above, Mr. Sujay Sheth was designated as Chairperson and member of the various committees of the Board. Following his cessation as Independent Director, he ceased to be the Chairperson and member of the various committees which affected the requirement of minimum three (3) members of the committees. During that period no committee meetings were convened. Further, the Company reconstituted the committees on October 22, 2024. Consequently, both the stock exchanges i.e. BSE & NSE have waived the penalty.

COST RECORDS AND COST AUDIT

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business and activities carried out by the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several benchmark corporate governance practices as prevalent globally. The Corporate Governance

Report, as stipulated under the SEBI Listing Regulations forms an integral part of this Annual Report. Further, in accordance with the applicable provisions of Schedule V of the said Regulations, a compliance certificate issued by M/s. S. K. Jain & Co., Practicing Company Secretaries (ICSI Certificate of Practice No. 3076), confirming that the

Company has complied with the conditions of corporate governance is annexed as Annexure II to this Boards Report.

NUMBER OF BOARD MEETINGS

During the FY2025, 7 (Seven) Board meetings were held. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations. The details of meetings of the Board held during the financial year 2024-25 forms part of the

Corporate Governance Report.

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS 1) and General Meetings (SS 2) read with the MCA Circulars granting exemptions.

BOARD COMMITTEES

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration

Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Board has also constituted Ethics & Compliance Committee and Finance Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY2025, are outlined in the Corporate Governance Report. During FY2025, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

EMPLOYEES STOCK OPTION SCHEME

The AGC Networks Employee Stock Option Scheme 2015 as approved by the shareholders of the Company on April

21, 2015, was introduced to incentivise, retain, and attract key talent through a performance-based stock option grant program and consequently enhance shareholder value.

Disclosures on ESOP Scheme of the Company for the FY2025, pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014:

Sr. No. Particulars	FY2025
1 Total No. of Shares covered by	71,16,615
ESOP Scheme approved by the
Shareholders
2 Options Granted	NIL
3 Options Vested	1,03,950
4 Options Exercised	49,500
5 The total no. of shares arising as	49,500
a result of options
6 Options Lapsed	NIL
7 Pricing Formula	10% discount on
	last closing price
8 Variation of terms of Options/
Exercise Price
9 Money realized by exercise of	10,59,300
Options
10 Total No. of Options in force as	3,66,000
on 31.03.2025

Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Indian Accounting Standard (Ind AS) 33. Kindly refer note no. 31 forming part of notes to accounts of Standalone Financial Statements.

Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options. Kindly refer note no. 32 forming part of notes to accounts of Standalone Financial Statements.

The details pursuant to the SEBI ESOP Regulations have been placed on the website of the Company and web link of the same is https://www.blackbox.com/en-in/investors/ corporate-governance/esop

Further, the ESOP Scheme was valid for 10 years from its approval by the members of the Company and has expired on April 20, 2025. No further grants can be issued pursuant to the said ESOP Scheme and all the options lying in the unissued pool will automatically get cancelled.

However, all the options which have been issued and active, shall remain valid.

The following table reflects status of options as on March 31, 2025:

Total options granting eligibility of 71,16,615 the Company (A)

Total options granted till 77,94,565 31.03.2024 (B)

Total options lapsed till 47,08,390 31.03.2024 (C)

Options available for grant as on 40,30,440 31.03.2024 (D) = (A-B+C)

Options granted during the FY 2024- -25 (E) Options lapsed/cancelled during the -FY 2024-25 (F)

Options available for grant as on 40,30,440 31.03.2025 (H) = (D-E+F)

Note: All the options which were available for grant as on March

31, 2025, have expired on April 20, 2025 pursuant to completion of tenure of the ESOP Scheme.

FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS

All Directors of the Company, including the Independent Directors, are provided with necessary documents/ brochures, reports and internal policies to facilitate their familiarization with the procedures and practices followed by the Company. Further, periodic presentations are made at the meetings of the Board of Directors and its various

Committees, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates, new amendments, circulars and notifications issued by the regulatory authorities including Registrar of Companies, Reserve Bank of India and SEBI which mandates further compliances for the Company and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

Further, at the time of appointment of any Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities alongwith Code of Conduct to be adhered by the Directors. The Familiarization Policy for Independent Directors is accessible on the website of the Company at https://cdn. blackbox.com/cms/docs/investors/corporate-governance/ policies/familiarization-policy-of-independent-directors. pdf

VIGIL MECHANISM

The Vigil Mechanism of the Company in terms of the SEBI

Listing Regulations has been established through the

Whistle Blower Policy/Policy on Vigil Mechanism of the

Company. Protected disclosures can be made by a Whistle

Blower through an e-mail or a letter to the Chief Ethics Officer or to the Chairman of the Audit Committee. The Policy on Vigil Mechanism/Whistle Blower Policy may be accessed on the Companys website at the link https://cdn. blackbox.com/cms/docs/investors/corporate-governance/ policies/whistle-blower-policy.pdf

MATERNITY BENEFIT COMPLIANCE

The Company granted maternity leave to eligible women employees in accordance with applicable statutory provisions. There were no instances of dismissal or discrimination against any woman employee on account of availing maternity leave. All employees were duly informed about their entitlements under the maternity benefit laws, and appropriate communication channels were maintained to ensure awareness. The Company has maintained proper and accurate records of maternity leave and related benefits availed, in compliance with statutory requirements.

PERFORMANCE EVALUATION

In terms of the requirement of the Act and SEBI Listing

Regulations, annual performance evaluation of the

Board, the Chairman of the Board, Independent and Non-

Independent Directors and various Committees of the Board for the FY2025, was undertaken by the Company.

The evaluation was carried out through questionnaire based rating assessment mechanism where the evaluators were requested to give rating for each criteria set for evaluating the performance of the Director or the

Committee of which, the performance was being evaluated. The board evaluation process was focused around how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. From time to time during the year, the Board was appraised of the business issues and the related opportunities and risks. The Board discussed various aspects of the functioning of the Board and its

Committees such as structure, composition, meetings, functions and interaction with management.

Additionally, during the evaluation process, the Board also focused on the contribution being made by the Board as a whole as well as through Committees. The overall assessment of the Board was that it was functioning as a cohesive body including the Committees of the Board that were functioning effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 will be uploaded before the ensuing AGM on the Companys website on https://www.blackbox.com/en-in/investors/ financials/annual-returns

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment during the FY2025

1. A ppointment of Mr. Munesh Khanna (DIN: as an Independent Director

Basis approval/recommendation of the Nomination and Remuneration Committee (NRC) and the Board, the members of the Company have at the AGM held on September 25, 2024, approved the appointment of Mr. Munesh Khanna (DIN: 00202521) as an Independent Director of the Company for a period of 5 years effective from August 13, 2024, not liable to retire by rotation.

2. Re-appointment of Mr. Anshuman Ruia (DIN: 00008501) as an Executive Director

Basis approval/recommendation of the NRC and the Board, the members of the Company have at the AGM held on September 25, 2024, approved the reappointment of Mr. Anshuman Ruia (DIN: 00008501) as an Executive Director of the Company for a period of

5 years commencing from September 21, 2024, liable to retire by rotation.

3. Re-appointment of Mr. Sanjeev Verma (DIN: 06871685) as Whole-time Director

Basis approval/recommendation of the NRC and the Board, the members of the Company through postal ballot passed on March 19, 2025, approved the reappointment of Mr. Sanjeev Verma (DIN:06871685) as Whole-time Director of the Company for a period of 3 years commencing from February 15, 2025, liable to retire by rotation.

Re-appointments at the ensuing AGM

1. R e-appointment of Ms. Neha Nagpal (DIN: 08842400) as an Independent Director

Based on the recommendation of NRC, the Board of Directors at their meeting held on August 13, 2025 re-appointed Ms. Neha Nagpal (DIN: 08842400) as an Independent Director of the Company for the second term of 5 years commencing from September 10, 2025, not liable to retire by rotation, subject to approval of the Members at the ensuing AGM.

2. Re-appointment of Mr. Deepak Kumar Bansal (DIN: 07495199) as Executive Director.

Based on the recommendation of NRC, the Board of Directors at their meeting held on August 13, 2025 reappointed Mr. Deepak Kumar Bansal (DIN: 07495199) as Executive Director & CFO of the Company for a term of 3 years commencing from September 26, 2025, liable to retire by rotation, subject to approval of the Members at the ensuing AGM.

3. Re-appointment of Mr. Naresh Kothari pursuant to retirement by rotation

Pursuant to Section 152 of the Act, Mr. Naresh Kothari (DIN:00012523) Non-executive Director of the Company shall retire by rotation at the ensuing AGM and being eligible has offered himself for reappointment.

The above proposals will be considered for approval by the shareholders of the Company at the ensuing AGM.

Cessation

Mr. Sujay Sheth, (DIN: 03329107) ceased to be an Independent Director & Chairman of the Company w.e.f. September 25, 2024 due to completion of his second consequent term.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by Mr. Sujay

Sheth during his tenure on the Board.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the KMPs of the Company as on March 31, 2025 and on the date of this report:

Mr. Sanjeev Verma, Whole-time Director (DIN:06871685)

Mr. Deepak Kumar Bansal, Executive Director & Chief Financial

Mr.AnshumanRuia,Executive

Mr. Aditya Goswami, Company Secretary & Compliance Officer

Except as stated above, there were no other changes in the directors and key managerial personnel of the Company since the last report.

Detailed information on the directors is provided in the

Corporate Governance Report, which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of the provisions of Section 149 of the Act and the SEBI Listing Regulations the Independent Directors on the Board of your Company as on the date of this report are Mr. Dilip Thakkar, Ms. Neha Nagpal and Mr. Munesh Khanna.

The Company has received declaration pursuant to Section

149(7) of the Act and Regulation 25 of the SEBI Listing

Regulations from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with Regulations 16 and 25 of the SEBI Listing Regulations.

The Independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of

Regulation 25 of the SEBI Listing Regulations.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the

Rules made thereunder read with the Listing Regulations,

2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

REMUNERATION POLICY FOR DIRECTORS, KMP

AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Policy of the Company, inter alia, provides that NRC shall formulate the criteria for Board membership, including the appropriate mix of Executive & Non-Executive Directors, lay down the criteria for appointment of Senior Management Personnel (SMPs) and recommend/approve compensation packages for Directors, KMPs and SMPs from time to time.

The NRC has devised a policy for performance evaluation of

Directors, Board and Senior Management which includes the criteria for performance evaluation as well as the remuneration policy for the Directors, Senior Management and Employee of the Company. These policies are accessible on the Companys website at the link https://cdn.blackbox. com/cms/docs/investors/corporate-governance/policies/ performance-evaluation-policy.pdf and https://cdn. blackbox.com/cms/docs/investors/policies/remuneration-policy-v2023.pdf respectively.

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

Pursuant to the provisions of Regulation 17(5) of the SEBI Listing Regulations, a Code of Conduct for the Directors & Senior Management of the Company has been formulated & approved by the Board of Directors. Further, in accordance with the provisions of Regulation 26(3) of the SEBI Listing Regulations, all Directors & members of Senior Management of the Company have affirmed compliance with the said Code of Conduct during the FY2025.

The said Code of Conduct is accessible on the Companys website at the link:

https://cdn.blackbox.com/cms/docs/investors/corporate-governance/policies/code-of-conduct-directors-senior-management.pdf

Further, pursuant to the provisions of Regulation 34(3) read with Schedule V Part D of the SEBI Listing Regulations Mr. Sanjeev Verma, Wholetime Director of the Company, has issued a declaration stating that all the Directors and members of Senior Management of the Company have complied with the Code of Conduct of the Company during the FY2025. The said declaration has been disclosed in the Corporate Governance Report forming part of the Annual Report.

PERSONNEL

The Board places on record its appreciation for the hard work and dedicated efforts put in by all the employees.

The relations between the management and employees continue to remain cordial on all fronts.

The statement of particulars of appointment and remuneration of managerial personnel and employees of the Company as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III to this Boards Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual

Report is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

POLICY ON PREVENTION OF GENDER HARASSMENT

AT WORKPLACE AND INTERNAL COMPLAINTS

COMMITTEE ("ICC")

The Company has in place a policy for prevention, prohibition and redressal of gender harassment at workplace. Appropriate reporting mechanisms are in place for ensuring protection against gender harassment and the right to work with dignity.

Further, in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an ICC to consider and resolve sexual harassment complaints raised by the employees of the

Company. The constitution of the ICC is in accordance with the applicable provisions of the said Act.

During the last 3 financial years, no complaints were received from any of the employees of the Company under

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

(i) P art A pertaining to conservation of energy is applicable to the Company.

(ii) Part B pertaining to particulars relating to technology absorption is as per Annexure IV to this Boards Report.

(iii) P art C pertaining to foreign exchange earnings and outgoings is as mentioned below:

Earnings in foreign currency (accrual basis)	FY2025	FY2024
Sale of goods and services (Including sale from overseas branch and to Export Oriented Units)	23.62	24.13
Expenses Reimbursement	13.31	6.28
Received
Total	36.93	30.41

 

Expenditure in Foreign	FY2025	FY2024
Currency (accrual basis)
Service charges	0.21	0.20
Travelling and conveyance expenses	0.16	0.22
Expenses reimbursement paid	0.10	0.10
Other items	0.01	0.02
Total	0.47	0.54

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the

Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is accessible on the Companys website at https://cdn. blackbox.com/cms/docs/investors/corporate-governance/ policies/corporate-social-responsibility-policy.pdf

The annual disclosures required to be given under Section 135 of the Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure V to this Boards Report.

RISK MANAGEMENT POLICY

The Company has a comprehensive Risk Management Policy in place which clearly indicates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, notreputational and other risks that have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy is accessible on the Companys website at https://cdn.blackbox.com/cms/ docs/investors/corporate-governance/policies/risk-management-policy.pdf

In terms of Regulation 21(5) of SEBI Listing Regulations, the Board of Directors of the Company has constituted the Risk Management Committee (the "Committee" or "Risk Committee") on April 02, 2021. The Committees constitution and terms of reference meet with the requirements of the Regulations. The Risk Committee dwells upon the potential risks associated with the business and their possible mitigation plans and is responsible for

Framing, Overseeing and Monitoring implementation of Risk Management Policy.

CONTRACTS AND ARRANGEMENTS WITH RELATED

PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Companys policy of on materiality of related party transactions. Your Directors draw attention of the members to Note No. 38 (Consolidated) and Note No. 35 (Standalone) to the financial statement which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is accessible on the Companys website at the link: https://cdn.blackbox.com/cms/docs/investors/related-party-transaction-(rpt)-policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that: a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b. the Directors 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, 2025 and of the profit/(loss) of the Company for the financial year ended on the said date; c. the Directors 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 Directors have prepared the annual accounts on a ‘going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company; work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee; the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE OR ANY

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT MARCH 31, 2025

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

ACKNOWLEDGEMENTS

The Board is thankful to the Shareholders, Bankers and

Customers of the Company for their continued support.

It also takes this opportunity to express gratitude to its various suppliers and its partners for their continued cooperation, support and assistance. Above all, the Board expresses its appreciation to each and every employee for his / her contribution, dedication and sense of commitment to the Companys objectives.

For and on behalf of the Board of Directors

Sanjeev Verma Anshuman Ruia

Whole-time Director Executive Director DIN: 06871685 DIN: 00008501 Dallas, USA China