The Directors are pleased to present the 40^th (Fortieth) Annual Report of the Company together with the Audited Financial
Statements (Consolidated and Standalone) for the Financial Year (“FY") ended March 31, 2026.

FINANCIAL RESULTS

The summary of the Company's financial performance, both on a consolidated and standalone basis, for the FY 2026 as
compared to the previous FY 2025 is presented below:

FINANCIAL PERFORMANCE

Black Box delivered a year of broad-based growth in
FY 2026, with consolidated revenue, EBITDA and PAT all
improving in FY 2026 and order bookings crossing US$
1 Billion for the year. Growth was led by the continued
demand for digital infrastructure, data centre build-outs
and Al-related investments, particularly from hyperscalers
and large-enterprise customers in the United States.
The Company closed the year with a consolidated order
backlog of approximately US$ 792 Million (up 57% year-
on-year), providing strong revenue visibility going into
FY 2027. Sustaining a high-value order pipeline, disciplined
execution and margin expansion remain the Company's
key priorities.

Revenue and Income

The consolidated revenue from operations stood at '6,322
Crore in FY 2026, marking a 6% increase from '5,967 Crore
reported in the previous year. The growth in revenue was
primarily driven by healthy order booking, reflecting higher
enterprise demand for digital infrastructure and continued
investment in AI-related capacity. The Company continues
to serve a large base of enterprise customers, with the
United States remaining its largest market, including
several hyperscalers and data-centre infrastructure
engagements secured during the year.

Other income increased to '6 Crore from '5 Crore, reflecting
a modest increase in non-operational income.

Profitability

The Company reported 7% YoY growth in consolidated
EBITDA, which increased to '570 Crore in FY 2026 from
'531 Crore in FY 2025. EBITDA margin improved to 9%,
up from 8.9% in the previous year, aided by operating
leverage and a richer mix of higher-margin data centre and
managed services engagements.

Profit Before Tax (PBT) increased significantly to '239 Crore
from '212 Crore on YoY basis, reflecting solid operational
performance despite higher exceptional costs. Profit After
Tax (PAT) rose to '218 Crore, compared to '205 Crore in
FY 2025, marking 6% increase compared to FY 2025.
The improvement in PAT was primarily led by stronger
operating performance, which effectively offset the impact
of increased exceptional costs and higher interest costs.

Costs and Expenses

Finance costs stood at '158 Crore, higher than '145 Crore
in the previous year, primarily due to the elevated interest
rate environment. Depreciation expenses remained
marginally higher at '116 Crore compared to '113 Crore.

The Company's 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

Total equity increased to '1,287 Crore from '759 Crore,
primarily driven by profit for the year of '206 Crore,
favourable foreign currency translation differences of
'90 Crore and proceeds received against equity warrants
of '236 Crore. The cash position stood at '540 Crore, up
from '229 Crore in the previous year, mainly attributable
to proceeds from the equity warrant issue and improved
working capital management.

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 FY 2026 and the date of
this Report.

SHARE CAPITAL

As on March 31, 2025, the Paid-up Equity Share Capital
of the Company stood at '33,86,93,764/- (Rupees Thirty-
Three Crore Eighty-Six Lakh Ninety-Three Thousand Seven
Hundred and Sixty-Four Only) comprising 16,93,46,882
Equity Shares of '2/- each.

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

a. Allotment under ESOP

The Company has allotted 51,000 and 1,03,950
Equity Shares of face value of '2/- each to the eligible
employee(s) upon exercise of stock options on May 27,
2025 and August 13, 2025 respectively.

b. Allotment under Preferential Issue

Pursuant to conversion requests received from the
respective Warrant holders, 79,93,423 Convertible
Warrants were converted into an equivalent number
of Equity Shares of '2/- each.

Consequently, as on March 31, 2026, the Paid-up Equity
Share Capital of the Company increased to '35,49,90,510/-
(Rupees Thirty-Five Crore Forty-Nine Lakh Ninety Thousand
Five Hundred and Ten Only) comprising 17,74,95,255
Equity Shares of face value of '2/- each. The Equity Shares
so allotted rank pari-passu with the existing Equity 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, 2026. The Final Dividend, subject to
the approval of Members at the ensuing Annual General
Meeting (“AGM"), will be paid on September 23, 2026,
to the Members whose names appear in the Register of
Members, as on Friday, August 28, 2026 being the record
date. The said dividend for the financial year 2025-26
would involve a total outflow of '17.75 Crore translating
into a 50% dividend payout.

In view of the provisions of the Income Tax Act, 2025,
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 athttps://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 athttps://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 FY 2026, 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

Building a Future-Ready Organization

At Black Box, our people are the foundation of sustainable
growth, innovation, operational excellence, and long¬
term stakeholder value. As a global technology solutions
organization operating across diverse markets, we
recognize that our ability to deliver exceptional customer
outcomes is directly linked to the strength, capability, and
engagement of our workforce.

Our People and Organization Strategy is focused on
building a future-ready, high-performing organization
by strengthening leadership capability, enhancing
workforce productivity, accelerating skill development,
and fostering a culture of accountability, collaboration,
and continuous learning. Through targeted investments in
talent, organizational effectiveness, employee experience,
learning, and culture, we continue to create a resilient
and agile workforce equipped to support our business
transformation and growth ambitions.

Strengthening Organizational Effectiveness

Organizational effectiveness remains a key enabler of
business performance and transformation. We continue
to align organizational structures, leadership capabilities,
workforce planning, and decision-making processes with
our evolving business priorities.

Through leadership enhancement, succession planning,
workforce optimization, performance management
excellence, and data-driven people insights, we are
improving organizational agility, accountability, and
productivity. These initiatives enable faster execution,
stronger governance, and greater responsiveness to
customer and market demands while creating a scalable
foundation for future growth.

Attracting and Developing Critical Talent

Talent continues to be a strategic differentiator for Black
Box. Our talent acquisition strategy focuses on attracting
high-caliber professionals and leaders with expertise
across technology, digital infrastructure, services delivery,
customer engagement, and business operations.

In addition to external hiring, we are building scalable
talent pipelines to support future growth and evolving
customer requirements. Strategic programs such as GT100
and Talent-on-Tap are designed to create a ready pool of
trained professionals across high-demand areas including
data centres, cybersecurity, enterprise networking,
managed services, and AI-enabled operations. These
initiatives help improve deployment readiness, reduce
reliance on reactive hiring, accelerate time-to-productivity,
and strengthen workforce agility in supporting large
customer programmes.

Supported by centralized resource management, labour
forecasting, and skills-based workforce planning, Black
Box is better positioned to align talent availability with
business demand, optimize utilization, and ensure timely
execution of strategic projects. By building robust talent

pipelines and strengthening leadership succession plans,
we are ensuring that the organization remains equipped
with the skills and capabilities required to drive innovation
and execute business strategy.

Elevating Employee Experience and Engagement

We are committed to creating an environment where
employees can thrive, grow, and contribute meaningfully to
organizational success. Our employee experience strategy
focuses on trust, inclusion, well-being, recognition, career
development, and continuous feedback.

Through structured onboarding programs, employee
listening initiatives, leadership connect forums,
recognition platforms, and career growth opportunities,
we continue to strengthen employee engagement and
organizational commitment.

Black Box's people-first culture was further reinforced
through its continued recognition as a Great Place To Work-
Certified™ organization across multiple geographies. This
reflects the strength of its workplace culture, employee
engagement practices, and leadership commitment
across its global operations. Based on structured employee
feedback and the globally recognized Trust Index™
methodology, this certification validates our focus on
building a workplace anchored in trust, collaboration,
inclusion, capability development, and employee well¬
being.

For Black Box, where customer success is delivered
through the expertise and commitment of field engineers,
project managers, solution architects, managed services
professionals, sales teams, support functions, and shared-
service specialists, this recognition reinforces our ability to
attract, retain, and develop top talent in highly competitive
skill domains. It also strengthens our employer brand and
supports our long-term talent strategy in critical growth
areas such as cybersecurity, digital infrastructure, managed
services, AI-enabled operations, and data centre solutions.

By actively listening to employee feedback and translating
insights into action, we are enhancing engagement,
improving retention, and creating a workplace where
people feel valued and connected to our purpose.

Building Future Skills and Leadership Capability

As technology, digital transformation, and artificial
intelligence reshape the business landscape,
continuous learning remains critical to sustaining
competitive advantage.

Black Box remains committed to building a future-
ready workforce through comprehensive learning and
development initiatives focused on technical, leadership,
commercial, and digital capabilities.

Our learning ecosystem combines structured leadership
programs, capability-building workshops, professional
certifications, personalized learning pathways, and
continuous development opportunities. These investments
strengthen workforce readiness, enhance internal mobility,
and support long-term career growth.

Fostering a High-Performance Culture

Culture remains a powerful driver of business success. At
Black Box, we are intentionally shaping a culture anchored
in accountability, customer centricity, collaboration,
innovation, continuous learning, and execution excellence.

Through leadership role-modelling, recognition programs,
manager effectiveness initiatives, and values-based
decision-making, we continue to strengthen cultural
alignment across the organization. Our goal is to create an
environment where employees are empowered to perform
at their best while embracing diverse perspectives and
contributing to collective success.

This culture of performance and collaboration enables
stronger employee engagement, higher productivity,

improved customer outcomes, and sustainable
competitive advantage.

Looking Ahead

Black Box remains committed to building a future-
ready organization that can thrive in an increasingly
complex and rapidly evolving business environment. Our
continued investments in leadership, skills, organizational
effectiveness, employee experience, and culture are
strengthening our ability to deliver sustainable growth,
enhance productivity, and create long-term value for
customers, employees, shareholders, and the communities
we serve.

Our people-first approach continues to enable sustainable
growth, accelerate innovation, strengthen customer
relationships, and create enduring value for our customers,
employees, shareholders, and communities worldwide.

Workforce

4000 Total workforce
52 Nationalities
35 countries
19% Gender Diverse
5 Generations at Work
800 New Hires
4800 recognitions

51,313 learning interventions | 46,984 learning hours |
1,197 certifications | 44 Avg Learning hours per employee

MANAGEMENT’S DISCUSSION AND ANALYSIS

Management's 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 Company's 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 Company's 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.

HOLDING/SUBSIDIARIES COMPANY
Holding Company

As on March 31, 2026, Essar Telecom Limited holds
12,42,37,593 Equity Shares of '2/- each of the Company,
constituting 69.99% Promoter shareholding in the
Company. Essar Global Funds Limited remains the ultimate
Holding Company of the Company.

Subsidiary Company

The Company has a diversified global presence
and operates across 35 countries through its direct
and indirect subsidiaries incorporated in various
jurisdictions. As on March 31, 2026, the Company
had 74 subsidiaries. The standalone revenue of
the Company for FY 2026 was '405.98 Crore,
contributing 6.42% of the consolidated revenue of
the Group. The balance 93.58% of the consolidated
revenue was generated through the Company's
subsidiaries operating across different jurisdictions.

The United States of America continued to be the most
significant jurisdiction in terms of revenue contribution,
accounting for 65% of the Group's total revenue, generated
through 19 subsidiaries incorporated in the USA.

For list of subsidiaries, please refer notes to account forming
part of this Annual Report.

Dissolution(s)/Deregistration(s):

During the year under review, the following subsidiary (ies)/
entity(ies) were dissolved/deregistered:

1. Global Speech Networks Limited has been
deregistered with effect from May 29, 2025.

2. Black Box DMCC ceased to be an associate company
effective from December 31, 2025, following the
divestment made by Black Box Holdings Ltd. Step-
down subsidiary of the Company.

3. AGC Networks LLC, Abu Dhabi ceased to be step-
down subsidiary of the Company pursuant to voluntary
cancellation of licenses w.e.f. March 17, 2026.

Incorporation:

During the year under review, Black Box Technologies
Company, Saudi Arabia was incorporated on February
19, 2026.

Acquisition:

BLACK BOX DO BRASIL INDUSTRIA E COMERCIO LTDA.,
a step-down subsidiary of the Company, has completed
the acquisition of 2S Inovagoes Tecnologicas S.A. (“2S"), a
leading Brazilian solutions integrator on May 13, 2026. The
acquisition is effective from May 1, 2026.

Consequent to the aforesaid acquisition, 2S Technologies
Pte. Ltd., a wholly owned subsidiary of 2S Inovagoes
Tecnologicas S.A., became a part of the Company's group
structure as a step-down subsidiary.

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

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

During the year, the Company has not granted any loans,
given any guarantee(s), or provided any security(ies) to any
of its subsidiaries or any other body corporates or persons.

Further, the particulars of investments have 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 38^th 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, 2026, 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 management's 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 47 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 aggregating to '2.91
Crore, '4.32 Crore and '2.78 Crore, respectively as
at March 31, 2026, 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
amounting to '2.91 Crore as on March 31, 2026, which
are due for a period more than six months as on March
31, 2026, and includes balance payable amounting
to '2.23 Crore, 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 '4.32 Crore and '2.78 Crore
respectively as on March 31, 2026, which are due for
more than fifteen months as on March 31, 2026, and
includes balance receivable amounting to '3.38 Crore
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, the Company has filed
necessary application with the Authorised Dealer
Category - I bank ('AD Bank') for extension of time limit
and condonation of delay on payables aggregating to
'2.71 Crore during the current year and on payables
aggregating to '0.07 Crore subsequent to year end.
For the residual payables amounting to '0.13 Crore
where extension has not been filed management is
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 '7.07 Crore during the
current year and for '0.03 Crore 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
statement for the year ended March 31, 2026.

B. Consolidated Audit report

Emphasis of Matter - Non-compliance with laws
and regulations

We draw attention to Note 47 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 aggregating to '29.37
Crore, '6.73 Crore and '3.02 Crore, respectively as
at March 31, 2026, 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 (before
eliminating Inter-Company balances) amounting to
'29.37 Crore as on March 31, 2026, which are due for a
period more than six months as on March 31, 2026, and
includes balances amounting to '12.01 Crore which
are outstanding for a period more than three years
as on that date. Also, the Group has foreign currency
trade receivables, other financial assets and other
current assets (before eliminating inter-Company
balances) amounting to '6.73 Crore, '2.78 Crore
and '0.24 Crore respectively, as on March 31, 2026,
which are outstanding for a period more than fifteen
months as on March 31, 2026, and include balances
amounting to '3.77 Crore which are outstanding for a
period more than three years as on March 31, 2026.

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 '18.82 Crore during the current
year and on payables aggregating to '2.46 Crore
subsequent to year end. For the residual payables
amounting to '8.09 Crore 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 two 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 '9.31
Crore during the current year and for '0.44 Crore
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, 2026.

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

M/s. Makarand M. Joshi & Co., Practising Company
Secretaries (ICSI UIN: P2009MH007000), were appointed
as the Secretarial Auditor of the Company by the members
at their 39^th AGM, for a period of 5 consecutive years.

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 the Secretarial Auditor for FY 2026 is
annexed as “Annexure I" to this Board's Report.

COST RECORDS AND COST AU DIT

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
Board's Report.

NUMBER OF BOARD MEETINGS

During the FY 2026, 5 (Five) 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 2025-26 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 FY 2026, are outlined in the Corporate Governance
Report. During FY 2026, 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
FY 2026, pursuant to Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014:

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. 32 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. 33 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 ishttps://www.blackbox.com/en-in/i nvestors/
corporate-governance/esop

Furthermore, the existing ESOP Scheme, which was valid
for a tenure of 10 years from the date of approval by the
members of the Company, has expired on April 20, 2025.
Consequently, no fresh grants shall be issued under the
said Scheme, and all ungranted options remaining in the
unissued pool stood automatically cancelled. However,
all options previously granted and currently outstanding
or active shall continue to remain valid and exercisable in
accordance with the terms of the said Scheme.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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 athttps://cdn.
blackbox.com/cms/docs/investors/corporate-governance/
policies/familiarization-policy.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 Company's website athttps://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 requirements of the Act and the SEBI
Listing Regulations, annual performance evaluation of the
Board, the Chairman of the Board, Independent and Non¬
Independent Directors and the various Committees of the
Board for FY 2026 was undertaken by the Company. The
evaluation was carried out through a questionnaire-based
rating assessment mechanism, wherein the evaluators were
requested to provide a rating against each criterion set for
evaluating the performance of the Director or Committee
whose performance was being evaluated, covering Board
composition, effectiveness, strategic guidance, quality

of discussions, skills and expertise, risk oversight and
decision-making, among other governance parameters.

The evaluation also assessed the Board's effectiveness as a
collective body, in the context of the Company's business
and external environment, and covered its structure,
composition, conduct of meetings and interaction
with management.

The overall outcome reflected consistent comfort with the
Board's functioning, with the Board and its Committees
assessed as operating as a cohesive and effective body, and
no structural or governance gaps identified. A summary of
the evaluation outcome across key parameters is set out
below, reflecting both established strengths and areas the
Board is proactively working to strengthen further:

Board Evaluation Outcome, FY 2026

v&p

Board Composition
Overall Board effectivness
Strategic Guidance
Quality of discussions
Risk oversight
Decision-making processes
Skill & expertise on the Board

Strength Focus for continued growth

On the Board's skills matrix specifically, Directors identified
scope to further strengthen collective expertise in
emerging areas such as artificial intelligence, data centre
operations, technology services, and marketing and
brand development.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2026 is uploaded
on the Company's website onhttps://www.blackbox.com/
en-in/i nvestors/financials/annual-returns

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(“KMP”)

Pursuant to Section 152 of the Act, Mr. Anshuman Ruia
(DIN: 00008501) Executive Director of the Company shall
retire by rotation at the ensuing AGM and being eligible has
offered himself for re-appointment.

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

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the
KMPs of the Company as on March 31, 2026 and on the
date of this report:

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

• Mr. Deepak Kumar Bansal, Executive Director & Chief
Financial Officer (DIN:07495199)

• Mr. Anshuman Ruia, Executive Director (DIN:00008501)

• 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 director's 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 SEBI 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 Company's website athttps://cdn.blackbox.com/
cms/docs/investors/corporate-governance/policies/
performance-evaluation-policv.pdf and https://cdn.
blackbox.com/cms/docs/i nvestors/corporate-governance/
policies/remuneration-policy.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 FY 2026.

The said Code of Conduct is accessible on the Company's
website athttps://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, Whole-time 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 FY 2026. 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. Disclosures
pertaining to remuneration and other details as required

under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ('Rules') are annexed
as "Annexure III" to this Board's Report.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Rules, a statement showing
the names and other particulars of employees drawing
remuneration in excess of the limits set out in the said
Rules forms part of this Board's Report.

Further, the Annual Report is being sent to the Members
excluding the aforesaid statement. In terms of Section
136 of the said statement will be open for inspection
upon request by the Members. Any Member interested
in obtaining such particulars may write to the Company
Secretary at investors@blackbox.com

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) Part A pertaining to conservation of energy is not
applicable to the Company.

(ii) Part B pertaining to particulars relating to
technology absorption is as per “Annexure IV" to this
Board's Report.

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

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 Company's website athttps://cdn.
blackbox.com/cms/docs/i nvestors/corporate-governance/
policies/corporate-social-responsibilitv-policv.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 Board's 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,
reputational 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 Company's
website athttps://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 Committee's
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 arm's
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 Company's policy of on materiality of
related party transactions. Your Directors draw attention of
the members to Note no. 38 (Consolidated) and Note No.
36 (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 Company's website athttps://
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, 2026, 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, 2026 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 Company's internal financial controls were
adequate and effective during FY 2026.

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, 2026

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 co¬
operation, 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 Company's 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 Mumbai