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 Company's financial performance, both on a consolidated and standalone basis, for the FY2025 as
compared to the previous FY2024 is presented below:

FINANCIAL PERFORMANCE

Black Box's 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 company's 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 Company's 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 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

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.

Consolidated Performance

Revenue from Operations Gross Profit and Gross Profit Margin

(' in Crores) (' in Crores)

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

a. ESOP Exercise

The 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.

b. Preferential Issue

Pursuant 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:

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 of '17 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 Box's steadfast commitment to its people and their
growth is the cornerstone of the Company's 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 company's 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 today's 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

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.

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 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, 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 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 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, 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
'2.86 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
Board's 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 Auditor’s 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 May
31, 2024 resulting in a delay of two minutes, which
was treated as a non-compliance by the exchange
(NSE) and Consequently, a fine of '5,900/- (inclusive of
GST) was levied on the Company. The same was paid
on July 1, 2024.

ii. The Company was not in compliance with Regulation
17(1)(b) of the SEBI Listing Regulations with respect to
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.

iii. 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.

Management’s 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 paid
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 Board's efforts
to ensure a seamless transition between the outgoing
and upcoming chairperson, in this critical role, which
requires careful consideration and alignment with the
Company's 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 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 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:

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:

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/i nvestors/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 Company's website at the link https://cdn.
blackbox.com/cms/docs/i nvestors/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 Company's
website on https://www.blackbox.com/en-in/investors/
financials/annual-returns

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

1. Appointment of Mr. Munesh Khanna (DIN: 00202521)
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 re¬
appointment 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 re¬
appointment 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. Re-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 re¬
appointed 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 re¬
appointment.

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 Officer (DIN:07495199)

• Mr. Anshuman Ruia, Executive Officer (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 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 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 Company's
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 Board's 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) 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 at https://cdn.
blackbox.com/cms/docs/i nvestors/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 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 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 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.
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 Company's 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 Company's 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 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 China