The Directors are pleased to present the 39th (Thirty Ninth) Annual Report of the Company together with the AuditedFinancial Statements (Consolidated and Standalone) for the Financial Year (“FY") ended March 31, 2025.
The summary of the Company's financial performance, both on a consolidated and standalone basis, for the FY2025 ascompared to the previous FY2024 is presented below:
Standalone
Consolidated
Year ended 31March 2025
Year ended 31March 2024
Revenue from operations
376.86
386.65
5,966.91
6,281.58
Other income
5.30
13.11
5.03
19.17
Total income
382.16
399.76
5,971.94
6,300.75
Profit before finance costs, depreciation,exceptional items and tax
24.73
12.61
542.47
445.37
Less: Finance costs
5.45
6.68
144.72
141.25
Less: Depreciation
7.97
7.91
113.28
114.34
Profit / (loss) before impact of foreign currencytransactions and translations, loss / (gain) onfinancial liability, exceptional items and tax
11.31
(1.98)
284.47
189.78
Add: Share of net profit of associate accounted forusing equity method
-
0.73
1.67
Add/(less): Gain / (loss) on foreign currencytransactions and translations (net)
0.67
0.87
(7.65)
4.60
Less: Exceptional item
(65.69)
(39.66)
Profit/(loss) before tax
11.98
(1.11)
211.86
156.39
(Add)/Less: Tax
0.10
13.87
7.08
18.72
Profit/(loss) after tax
11.88
(14.98)
204.78
137.67
Add/(less): Other Comprehensive Income/(loss)
(0.29)
(0.31)
(61.15)
46.68
Total Comprehensive Income/(loss) for the year
11.59
(15.29)
143.63
184.35
Earnings/(loss) per share of '2/- each afterexceptional items:
Basic (in ')
0.71
(0.89)
12.16
8.20
Diluted (in ')
0.70
12.11
8.18
Black Box's financial performance in FY2025 highlights its resilience and strategic focus on profitability and operationalefficiency. The Company has successfully navigated challenges and is well-positioned for future growth with a robustpipeline and strong order book. The strategic initiatives undertaken by the management are yielding positive results,enhancing the company's financial stability and growth prospects.
EBITDA and EBITDA Margin
Profit after Tax
(' in Crores)
352
260
269
428
531
78
73
24
138
205
»»»>^
4.8%
$
a
4.3%^^
VO
6.8%
8.9%
««
A
»»»>
<«««««
FY 21
FY 22
FY 23
FY 24
FY 25
^ EBITDA
EBITDA Margin
Earning per share
Total Equity
(In ')
5.21
4.45
1.42
207
296
481
759
<««
»»»»»>
»»
<«««
NATURE OF BUSINESS AND STATE OF AFFAIRS OFTHE COMPANY
During the year under review, there have been no changesin the nature of business of the Company. The informationon the affairs of the Company has been covered under“Management Discussion & Analysis" forming part of thisAnnual Report.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitmentsaffecting the financial position of the Company, which haveoccurred between the end of the FY2025 and the date ofthis Report.
SHARE CAPITAL
The paid-up equity share capital of the Company as onMarch 31, 2024 was '33,60,51,180/- (Rupees Thirty ThreeCrore Sixty Lakh Fifty One Thousand One Hundred andEighty only) consisting of 16,80,25,590 Equity Shares of'2/- (Rupees Two only) each.
The consolidated revenue from operations stood at '5,967 Crores in FY2025, marking a 5% decline from '6,282 Croresreported in the previous year. The dip in revenue was primarily attributed to muted order inflows resulting from delayeddecision-making by certain large clients, along with the Company's strategic decision to exit low-value and long-tailcustomer relationships. Despite this, the Company continues to maintain a healthy business pipeline, which is expectedto 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 inFY2025. EBITDA margins improved significantly to 8.9%, up from 6.8% in the previous year, driven by focused initiativesto 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 operationalperformance despite higher exceptional costs. Profit After Tax (PAT) rose to '205 Crores, compared to '138 Crores inFY2024, marking 49% increase compared to FY2024. The improvement in PAT was primarily led by stronger operatingperformance, which effectively offset the impact of increased exceptional costs.
Finance costs stood at '145 Crores, marginally higher than '141 Crores in the previous year, primarily due to the elevatedinterest 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 operationalefficiency and effective cost management. This has translated into improved returns on capital employed, reflectingdisciplined financial stewardship by the management.
Balance Sheet continue to reflect strong financial stability and better ratios. Total liabilities excluding equity reducedby '6 Crores in FY2025 as compared to FY2024 primarily due to reduction in trade payables from business cash flowsthroughout the year. Total equity increased to '759 Crores from '481 Crores, due to higher profitability during the year.
Revenue from Operations Gross Profit and Gross Profit Margin
(' in Crores) (' in Crores)
4,674
5,370
6,288
6,282
5,967
1497
1549
1640
1714
1794
»»»»»
32%'—'
26 1%
27.3%
30.1%
««««
»»»»>
«««««
«««<«
28.9%
A:
<<<<<<<<<<
»»»»>>
»»»»»)
During the year, the capital structure of the Company hasundergone following changes:
The Company has allotted 49,500 Equity Shares offace value of '2/- each to the eligible employee(s) uponexercise of stock options on June 6, 2024.
Pursuant to the approval of the Board and shareholdersof the Company on August 2, 2024 and August 29,2024 respectively, the Board had issued and allotted92,65,215 convertible warrants at '417/- each to thepromoter and non-promoter category on September,27, 2025. The said warrants were convertible intoequal 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 beenconverted into equity shares pursuant to conversionrequest from the respective allottees as per thedetails below:
Sr. No.
Equity shares allotted
Date of allotment
pursuant to conversion
of warrants
1
4,61,626
December 9, 2024
2
6,45,179
December 20, 2024
3
1,64,987
January 16, 2025
Consequently, as on March 31, 2025, the paid-up equityshare capital of the Company stands increased to'33,86,93,764/- (Rupees Thirty Three Crores Eighty SixLakhs Ninety Three Thousand Seven Hundred and SixtyFour Only) consisting of 16,93,46,882 Equity Shares of '2/-(Rupees Two only) each.
The equity shares so allotted rank pari-passu with theexisting shares of the Company.
The Company has not made any issue of Sweat EquityShares or Equity Shares with Differential Voting Rightsduring the year under review.
The Directors are pleased to recommend a Final Dividendof '1/- per equity share of face value of '2/- each for theyear ended March 31, 2025. The Final Dividend, subject tothe approval of Members at the ensuing Annual GeneralMeeting (“AGM"), will be paid on Tuesday, September 23,2025, to the Members whose names appear in the Registerof Members, as on August 29, 2025, being the record date.The said dividend for the financial year 2024-25 wouldinvolve a total outflow of '17 Crores translating into a 50%dividend payout.
In view of the changes made under the Income TaxAct, 1961, by the Finance Act, 2020, dividends paid ordistributed by the Company shall be taxable in the handsof the Shareholders. The Company shall, accordingly, makethe payment of the Final Dividend after deduction of tax atsource (TDS), as applicable.
Pursuant to Regulation 43A of Securities and ExchangeBoard of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“SEBI ListingRegulations), the Company has formulated a DividendDistribution Policy (DDP). The DDP is available on thewebsite of the Company at https://cdn.blackbox.com/cms/docs/investors/policies/dividend-distribution-policy.pdf
Pursuant to the applicable provisions of Section 124 ofthe Companies Act, 2013 (the “Act") read with applicableprovisions of the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,2016 (“the Rules"), the Company is required to transferall amounts of dividend that has remained unpaid orunclaimed for a period of seven years from the date oftransfer to respective unpaid dividend account, to theInvestor Education and Protection Fund (IEPF). Further,according to the applicable provisions of the said sectionread with the rules made thereunder, the Company is alsorequired to transfer the corresponding shares with respectto the unpaid/unclaimed dividend, which has not beenpaid or claimed for seven consecutive years or more, to thedemat account of the IEPF Authority.
Accordingly, the Company had transferred unpaid/unclaimed dividends alongwith the correspondingshares to IEPF within the time limits prescribed under thesaid section and rules. The details of the shares alreadytransferred have been uploaded on the website of theCompany and can be accessed at https://www.blackbox.com/en-in/investors/investor-services/iepf
Further, pursuant to the Regulation 39 of SEBI ListingRegulations read with SEBI Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, theCompany 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 CorporateGovernance Report forming part of this Annual Report.
During the year, the Company has not transferred anyamount to General Reserves on declaration of dividend.
Future Ready Talent Strategy
Black Box's steadfast commitment to its people and theirgrowth is the cornerstone of the Company's talent strategyand the driving force behind the transformation journey.The talent strategy is purposefully designed to delivermeasurable business value by aligning every facet of HRto build a scalable, future-ready foundation. Unlockinghuman potential and generating meaningful impactenables Black Box to thrive amid a rapidly evolving businessenvironment. This strategy is grounded in Five Key Pillars—each meticulously designed to enhance performance anddeliver sustainable business outcomes.
The Organizational Development and Effectivenessstrategy 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 improvementinitiatives, this strategy fosters a high-performance culturethat empowers individuals, strengthens teams, and drivesenterprise-wide effectiveness.
Talent continues to be a key competitive advantage atBlack Box. This year, the organization welcomed seasonedindustry leaders with deep expertise large transformationexperience, bringing fresh perspectives and innovativeapproaches that are accelerating business growth. Inparallel, skilled professionals have been recruited acrossregions, industry verticals and technology practices to meetevolving customer needs and enhance client success. Over600 new hires were onboarded this fiscal year, includingcritical roles aligned with the company's growth agenda.
Black Box crafts meaningful experiences that fosterpurpose, drive meritocracy, and belonging. Holisticand integrated programs spanning onboarding, careerdevelopment, recognition, well-being, and leadershipconnection—ensures that individuals feel valued,supported, and aligned with Black Box goals. By activelylistening and acting on employee feedback, andpromoting a culture of transparency and inclusion, BlackBox had significantly enhanced satisfaction, as reflectedin Every Voice Matter Employee Survey. Retention rate hasimproved significantly across various geographies, throughhigh-touch meaningful connections.
In today's dynamic business environment, continuouslearning and upskilling are essential to staying competitiveand future ready. At Black Box, a robust learning anddevelopment strategy empowers employees to grow theircapabilities, adapt to emerging technologies, and take onevolving roles with confidence. By offering personalizedlearning paths, on-demand resources, and structureddevelopment programs, Black Box fosters a culture ofcontinuous learning and growth.
Black Box culture strategy is designed to cultivatea purpose-driven, inclusive, and high-performanceenvironment that aligns with business objectives andaccelerates Black Box ambition. By embedding core valuesinto everyday behaviors, leadership practices, and decision¬making processes, Black Box aims to foster a culture thatempowers employees, drives collaboration, and enhancesagility. This strategic focus on culture enables us to attractand retain top talent, strengthen collaboration, and delivermeasurable business outcomes.
Workforce
3500 Total workforce52 Nationalities35 countries19% Gender Diverse5 Generations at WorkTalent Attraction: 650 Hires
Recognitions: 2000 recognitions (appreciations, awards)Learning: 10,682 sessions | 24,196 hours | 1,884 uniquelearners | 1,100 certifications
Management's Discussion & Analysis for the year underreview, in terms of the provisions of Regulation 34 of theSEBI Listing Regulations is set out as a separate section,forming an integral part of this Annual Report.
The Company has established robust internal controlsystems that are well-suited to the nature, size, scale,and complexity of its operations. These systems areimplemented across all processes, units, and functions.The internal control framework, comprising policies,procedures and applications, is designed to ensure effectivemanagement of the Company's operations, safeguard itsassets, optimize resource utilization, ensure the reliability offinancial information, and ensure compliance with relevantregulations. In line with dynamic business requirement ofgrowing size and complexity of the Company's operations,these systems and procedures are periodically reviewedand updated. The Audit Committee also regularly assessesthe adequacy and effectiveness of the internal controlsystems and provides guidance for further enhancements.The Company ensures timely implementation of additionalmeasures to enhance the internal controls.
Further, the Company has internal as well as independent/external Audit teams of certified professionals who carryout internal audits of various functions/processes of theCompany and the group every quarter. All Internal Auditplans are approved and periodically reviewed by theAudit Committee. These internal audits follow a risk andcontrol-based methodology and include the review ofinternal controls and governance processes, adherenceto management policies, underlying system controls andstatutory compliances. The Internal Auditors report directlyto the Audit Committee and participate in the meetingsof the Audit Committee and the Risk ManagementCommittee, as required.
During the year under review, the Company has notaccepted any deposits covered under Chapter V of theAct. Accordingly, no disclosure or reporting is required inrespect of details relating to deposits.
The Company operates in 35 countries through its variousdirect and indirect subsidiaries incorporated acrossvarious different jurisdictions. As on March 31, 2025, theCompany has 75 subsidiaries. The standalone revenue ofthe Company is '376.86 Crores which contributes 6% of the
consolidated revenue. The remaining 94% of the revenue isgenerated through its subsidiaries in various jurisdictions.
The United State of America is the largest and most materialjurisdiction in terms of revenue contribution accounting for71% of the total revenue, generated through 19 subsidiariesincorporated in the USA.
The Company also indirectly holds a 39.53% equity stakein an associate company incorporated in Dubai, UAE whichis accounted for basis associate accounting methodology.
In accordance with Section 129(3) of the CompaniesAct, 2013, a statement containing salient features of thefinancial statements of the subsidiary companies in FormAOC-1 is provided at the page no. 431 of this AnnualReport. The statement provides details of performance andfinancial 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, INVESTMENTSMADE, GUARANTEES GIVEN AND SECURITIESPROVIDED
The particulars of loan(s) given, investment(s) made,guarantee(s) given and/or securities provided by theCompany along with the purpose for which such amountof loan, guarantee or security is proposed to be utilizedby the recipient, has been provided in the notes tofinancial statements.
M/s. M S K A & Associates, Chartered Accountants (FRN:105047W), an independent member firm of BDOInternational, were appointed as the Statutory Auditorof the Company by the members at their 38th AGM, fora period of 5 consecutive years commencing from theconclusion of the 38th AGM till conclusion of the 43rd AGMof the Company.
The Statutory Auditors' Report on the financial statements(Standalone & Consolidated) of the Company for thefinancial year ended March 31, 2025, has been annexed tothe financial statements contained in this Annual Report.The Statutory Auditors have expressed their Emphasis ofMatter (EOM) on the Standalone & Consolidated financialstatements of the Company in the said report. Further, thesaid EOM alongwith the management's response on thesame is given below:
A. Standalone Audit Report:
Emphasis of Matter - Non-compliance with lawsand regulations
We draw attention to Note 46 to the accompanyingstandalone financial statements, which describesthe delay in remittance of import payments, delay inrepatriation of export proceeds of goods & services anddelay in other receipts, beyond the timelines stipulatedunder the Foreign Exchange Management Act, 1999,as amended from time to time. The managementhas filed necessary applications with the appropriateauthority for extension of time limit and condonationof such delays and response on the same is awaitedas on date. Our opinion is not modified in respect ofthis matter.
Management views on the above:
The Company has foreign currency trade payables andother payables amounting to '3.13 Crores and ' Nil ason March 31, 2025, which are due for a period morethan six months as on March 31, 2025, and includesbalance payable amounting to '2.00 Crores, whichare outstanding for more than three years as on thatdate. Also, the Company has foreign currency tradereceivables and other financial assets amounting to'3.24 Crores and '2.41 Crores respectively as on March31, 2025, which are due for more than nine months ason March 31, 2025, and includes balance receivableamounting to '2.99 Crores which are outstanding formore than three years as on that date.
The delay in remittances / collections beyond thetimeline stipulated under the circulars, directionsissued under the Foreign Exchange ManagementAct, 1999, as amended from time to time (collectivelyreferred as 'the FEMA Regulations') has resulted innon-compliances, however, the Company has filednecessary application with the Authorised DealerCategory - I bank ('AD Bank') for extension of time limitand condonation of delay on payables aggregating to'2.86 Crores during the current year and on payablesaggregating to '0.16 Crores subsequent to year end.For the residual payables amounting to '0.11 Croreswhere extension has not been filed management is inthe process of approaching the Reserve Bank of Indiathrough AD Bank for write back.
Similarly, during the current year the Company has filedan application with its AD Bank for extension of timelimit and condonation of delay for the aforementionedreceivables aggregating to '5.49 Crores during thecurrent year and for '0.16 Crores subsequent to yearend. The Company is awaiting approval from the ADBank for these applications filed. Pending conclusion
of the aforesaid matter, the management of theCompany believes no material penalties/fines couldbe levied on account of such non-compliances andaccordingly the Company have not accounted forpenalties and fines, if any in the Standalone financialstatements for the year ended March 2025.
B. Consolidated Audit report
We draw attention to Note 48 to the accompanyingconsolidated financial statements, which describesthe delay in remittance of import payments, delay inrepatriation of export proceeds of goods & services anddelay in other receipts, beyond the timelines stipulatedunder the Foreign Exchange Management Act, 1999,as amended from time to time. The managementhas filed necessary applications with the appropriateauthority for extension of time limit and condonationof such delays and response on the same is awaitedas on date. Our opinion is not modified in respect ofthis matter.
Management’ s view on the above:
The Group has foreign currency trade payables andother payables (before eliminating inter-companybalances) amounting to '38.29 Crores and ' Nil ason March 31, 2025, which are due for a period morethan six months as on March 31, 2025, and includesbalances amounting to '18.92 Crores which areoutstanding for a period more than three years ason that date. Also, the Company has foreign currencytrade receivables, other financial assets and othercurrent assets (before eliminating inter-companybalances) amounting to '11.93 Crores, '2.41 Croresand '0.14 Crores respectively, as on March 31, 2025,which are outstanding for a period more than ninemonths as on March 31, 2025, and include balancesamounting to '3.28 Crores which are outstanding fora period more than three years as on March 31, 2025.
The delay in remittances / collections beyond thetimeline stipulated under the circulars, directionsissued under the Foreign Exchange ManagementAct, 1999, as amended from time to time (collectivelyreferred as 'the FEMA Regulations') has resulted innon-compliances, however, the Holding Companyand its two subsidiary companies incorporated inIndia, have filed necessary application with AuthorisedDealer Category - I bank ('AD Bank') for extensionof time limit and condonation of delay on payablesaggregating to '29.36 Crores during the currentyear and on payables aggregating to '2.30 Croressubsequent to year end. For the residual payablesamounting to '6.63 Crores where extension has not
been filed, management of respective Companiesare in the process of approaching the Reserve Bankof India through their AD Bank for write back.
Similarly, during the current year the Holding Companyand its subsidiary companies incorporated in India, hasfiled application with its AD Bank for extension of timelimit and condonation of delay for the aforementionedreceivables aggregating to '12.71 Crores and for'1.77 Crores subsequent to year end. The respectivecompanies are awaiting for approval from the ADBank for these applications filed. Pending conclusionof the aforesaid matter, the management of the Groupbelieves no material penalties/fines could be levied onaccount of such non-compliances and accordingly, theGroup has not accounted for penalties/fines, if any, inthe consolidated financial statements for the yearended March 31, 2025.
During the year under review, none of the Auditors havereported to the Audit Committee or Board, pursuant tothe provisions of Section 143(12) of the Act, any fraudcommitted against the Company by its employeesor officer.
Pursuant to Section 204(1) of the Act and Rule 9 of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Secretarial Audit Report issuedby Dr. S. K. Jain, Practicing Company Secretary (FCSNo. 1473) for FY2025 is annexed as Annexure I to thisBoard's Report.
Further, pursuant to the provisions of Regulation 24A ofthe SEBI Listing Regulations read with Section 204 ofthe Act and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,the Board of Directors at its meeting held on August 13,2025 have recommended for approval of the Membersof the Company, appointment of M/s. Makarand M.Joshi & Co., Practising Company Secretaries (ICSI UIN:P2009MH007000) as Secretarial Auditor for a term of upto5 (Five) consecutive years, to hold office from April 1, 2025upto March 31, 2030. A detailed proposal for appointmentof Secretarial auditor forms part of the Notice conveningthe ensuing AGM.
During the audit period, the Company has complied withthe provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above, except in respect ofmatter specified below:
i. The Company was not in compliance with Regulation23(9) of the SEBI Listing Regulations. There was a
delay in submission of disclosures of Related PartyTransactions (RPT) for the half-year ended March31, 2024. The Board Meeting for the financial resultswas held on May 30, 2024. While the disclosure wasuploaded shortly after submitting the financial resultsat 12:02 a.m., the submission timestamp reflected May31, 2024 resulting in a delay of two minutes, whichwas treated as a non-compliance by the exchange(NSE) and Consequently, a fine of '5,900/- (inclusive ofGST) was levied on the Company. The same was paidon July 1, 2024.
ii. The Company was not in compliance with Regulation17(1)(b) of the SEBI Listing Regulations with respect tocomposition of Board of Directors (i.e. half of the Boardwas not Independent) for 44 days from September26, 2024 to November 08, 2024 on account of tenurecompletion of Mr. Sujay Sheth, Independent Directorand 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 andthe Company has paid the fine during the year underreview to both the exchanges.
iii. The Company was not in compliance with Regulation18(1), 19(1)/(2), 20(2)/(2A), 21(2)/(2A) of the SEBIListing Regulations with respect to composition ofAudit Committee, Nomination and RemunerationCommittee, Stakeholders Relationship Committeeand Risk Management Committee, respectively, for26 days from September 26, 2024 to October 21,2024 on account of tenure completion of Mr. SujaySheth, Independent Director and Chairperson of theCompany on September 25, 2024. Both the exchangeshad waived fines for the aforesaid non-complianceas no Committee Meetings were held during therelevant period.
Management’s view on the above:
Response to point no. (i) above as highlighted in theSecretarial Audit Report
The disclosure was uploaded shortly after submittingthe financial results at 12:02 a.m., the submission datereflected as May 31, 2025, which NSE considered asnon-compliance. The fine levied by NSE was duly paidby the Company.
Response to point no. (ii) above as highlighted in theSecretarial Audit Report
Mr. Sujay Sheth ceased to be a Director and Chairmanof the Company effective September 25, 2024, uponthe completion of his term as an Independent Director.Following his cessation, the Board temporarily operatedwithout a fixed Chairperson as of September 30, 2024.
This interim situation arose due to the Board's effortsto ensure a seamless transition between the outgoingand upcoming chairperson, in this critical role, whichrequires careful consideration and alignment with theCompany's governance processes. During that period,the Board was functioning ordinarily, and no meetingswere convened. The process of appointing a newChairperson was promptly initiated and concluded atthe subsequent Board meeting, ensuring compliancewith regulatory requirement and maintaininggovernance integrity. Stock exchanges i.e. BSE & NSEhad imposed a fine of '2,59,600/- each (inclusive ofGST) which was duly paid by the Company.
Response to point no. (iii) above as highlighted inthe Secretarial Audit Report
In addition to the submission made under point no. (ii)above, Mr. Sujay Sheth was designated as Chairpersonand member of the various committees of the Board.Following his cessation as Independent Director, heceased to be the Chairperson and member of thevarious committees which affected the requirementof minimum three (3) members of the committees.During that period no committee meetings wereconvened. Further, the Company reconstituted thecommittees on October 22, 2024. Consequently,both the stock exchanges i.e. BSE & NSE have waivedthe penalty.
The maintenance of cost records and requirement of costaudit as prescribed under the provisions of Section 148(1)of the Act, are not applicable for the business and activitiescarried out by the Company.
The Company is committed to maintain the higheststandards of corporate governance and adhere to thecorporate governance requirements set out by the Securitiesand Exchange Board of India (SEBI). The Company has alsoimplemented several benchmark corporate governancepractices as prevalent globally. The Corporate GovernanceReport, as stipulated under the SEBI Listing Regulationsforms an integral part of this Annual Report. Further, inaccordance with the applicable provisions of Schedule Vof the said Regulations, a compliance certificate issuedby M/s. S. K. Jain & Co., Practicing Company Secretaries(ICSI Certificate of Practice No. 3076), confirming that theCompany has complied with the conditions of corporategovernance is annexed as Annexure II to this Board's Report.
During the FY2025, 7 (Seven) Board meetings wereheld. The intervening gap between the meetings was
within the period prescribed under the Act and SEBIListing Regulations. The details of meetings of the Boardheld during the financial year 2024-25 forms part of theCorporate Governance Report.
The Company has complied with the requirementsprescribed under the Secretarial Standards on Meetings ofthe Board of Directors (SS-1) and General Meetings (SS-2)read with the MCA Circulars granting exemptions.
In terms of the requirements of the SEBI Listing Regulations,the Board has constituted Audit Committee, Stakeholders'Relationship Committee, Nomination & RemunerationCommittee, Corporate Social Responsibility Committeeand Risk Management Committee. The Board has alsoconstituted Ethics & Compliance Committee and FinanceCommittee. Details of each of these committees outliningtheir composition, terms of reference and meetings heldduring FY2025, are outlined in the Corporate GovernanceReport. During FY2025, recommendations made by theCommittees to the Board of Directors were accepted bythe Board, after due deliberations.
The AGC Networks Employee Stock Option Scheme 2015as approved by the shareholders of the Company on April21, 2015, was introduced to incentivise, retain, and attractkey talent through a performance-based stock option grantprogram and consequently enhance shareholder value.
Disclosures on ESOP Scheme of the Company for theFY2025, pursuant to Rule 12(9) of the Companies (ShareCapital and Debentures) Rules, 2014:
Sr.
No.
Particulars
FY2025
Total No. of Shares covered byESOP Scheme approved by theShareholders
71,16,615
Options Granted
NIL
Options Vested
1,03,950
4
Options Exercised
49,500
5
The total no. of shares arising asa result of options
6
Options Lapsed
7
Pricing Formula
10% discount onlast closing price
8
Variation of terms of Options/Exercise Price
9
Money realized by exercise ofOptions
'10,59,300
10
Total No. of Options in force ason 31.03.2025
3,66,000
Diluted Earnings per Share (EPS) pursuant to issue ofshares on exercise of option calculated in accordance withIndian Accounting Standard (Ind AS) 33. Kindly refer noteno. 31 forming part of notes to accounts of StandaloneFinancial Statements.
Where the Company has calculated the employeecompensation cost using the intrinsic value of thestock options, the difference between the employeecompensation cost so computed and the employeecompensation cost that shall have been recognized if ithad used the fair value of the options. Kindly refer noteno. 32 forming part of notes to accounts of StandaloneFinancial Statements.
The details pursuant to the SEBI ESOP Regulations havebeen placed on the website of the Company and web linkof the same is https://www.blackbox.com/en-in/investors/corporate-governance/esop
Further, the ESOP Scheme was valid for 10 years from itsapproval by the members of the Company and has expiredon April 20, 2025. No further grants can be issued pursuantto the said ESOP Scheme and all the options lying in theunissued 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 March31, 2025:
Total options granting eligibility ofthe Company (A)
Total options granted till31.03.2024 (B)
77,94,565
Total options lapsed till31.03.2024 (C)
47,08,390
Options available for grant as on31.03.2024 (D) = (A-B C)
40,30,440
Options granted during the FY 2024¬25 (E)
Options lapsed/cancelled during theFY 2024-25 (F)
Options available for grant as on31.03.2025 (H) = (D-E F)
Note: All the options which were available for grant as on March31, 2025, have expired on April 20, 2025 pursuant to completionof tenure of the ESOP Scheme.
All Directors of the Company, including the IndependentDirectors, are provided with necessary documents/
brochures, reports and internal policies to facilitate theirfamiliarization with the procedures and practices followedby the Company. Further, periodic presentations are madeat the meetings of the Board of Directors and its variousCommittees, on business and performance updates of theCompany, global business environment, business strategyand risks involved. Quarterly updates, new amendments,circulars and notifications issued by the regulatoryauthorities including Registrar of Companies, Reserve Bankof India and SEBI which mandates further compliancesfor the Company and landmark judicial pronouncementsencompassing important laws are regularly circulated tothe Directors.
Further, at the time of appointment of any IndependentDirector, the Company issues a formal letter of appointmentoutlining his/her role, function, duties and responsibilitiesalongwith Code of Conduct to be adhered by the Directors.The Familiarization Policy for Independent Directors isaccessible on the website of the Company at https://cdn.blackbox.com/cms/docs/i nvestors/corporate-governance/policies/familiarization-policy-of-independent-directors.pdf
The Vigil Mechanism of the Company in terms of the SEBIListing Regulations has been established through theWhistle Blower Policy/Policy on Vigil Mechanism of theCompany. Protected disclosures can be made by a WhistleBlower through an e-mail or a letter to the Chief EthicsOfficer or to the Chairman of the Audit Committee. ThePolicy on Vigil Mechanism/Whistle Blower Policy may beaccessed on the Company's website at the link https://cdn.blackbox.com/cms/docs/i nvestors/corporate-governance/policies/whistle-blower-policy.pdf
The Company granted maternity leave to eligible womenemployees in accordance with applicable statutoryprovisions. There were no instances of dismissal ordiscrimination against any woman employee on accountof availing maternity leave. All employees were dulyinformed about their entitlements under the maternitybenefit laws, and appropriate communication channelswere maintained to ensure awareness. The Company hasmaintained proper and accurate records of maternityleave and related benefits availed, in compliance withstatutory requirements.
In terms of the requirement of the Act and SEBI ListingRegulations, annual performance evaluation of theBoard, the Chairman of the Board, Independent and Non-
Independent Directors and various Committees of theBoard for the FY2025, was undertaken by the Company.
The evaluation was carried out through questionnairebased rating assessment mechanism where theevaluators were requested to give rating for each criteriaset for evaluating the performance of the Director or theCommittee of which, the performance was being evaluated.The board evaluation process was focused around how tomake the Board more effective as a collective body in thecontext of the business and the external environment inwhich the Company functions. From time to time duringthe year, the Board was appraised of the business issues andthe related opportunities and risks. The Board discussedvarious aspects of the functioning of the Board and itsCommittees such as structure, composition, meetings,functions and interaction with management.
Additionally, during the evaluation process, the Board alsofocused on the contribution being made by the Boardas a whole as well as through Committees. The overallassessment of the Board was that it was functioning as acohesive body including the Committees of the Board thatwere functioning effectively.
Pursuant to Section 92(3) read with Section 134(3)(a)of the Act, the Annual Return as on March 31, 2025 willbe uploaded before the ensuing AGM on the Company'swebsite on https://www.blackbox.com/en-in/investors/financials/annual-returns
1. Appointment of Mr. Munesh Khanna (DIN: 00202521)as an Independent Director
Basis approval/recommendation of the Nominationand Remuneration Committee (NRC) and the Board,the members of the Company have at the AGM heldon September 25, 2024, approved the appointmentof Mr. Munesh Khanna (DIN: 00202521) as anIndependent Director of the Company for a period of5 years effective from August 13, 2024, not liable toretire by rotation.
2. Re-appointment of Mr. Anshuman Ruia (DIN:00008501) as an Executive Director
Basis approval/recommendation of the NRC and theBoard, the members of the Company have at theAGM 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, liableto retire by rotation.
3. Re-appointment of Mr. Sanjeev Verma (DIN:06871685) as Whole-time Director
Basis approval/recommendation of the NRC and theBoard, the members of the Company through postalballot passed on March 19, 2025, approved the re¬appointment of Mr. Sanjeev Verma (DIN:06871685) asWhole-time Director of the Company for a period of 3years commencing from February 15, 2025, liable toretire by rotation.
1. Re-appointment of Ms. Neha Nagpal (DIN: 08842400)as an Independent Director
Based on the recommendation of NRC, the Board ofDirectors at their meeting held on August 13, 2025re-appointed Ms. Neha Nagpal (DIN: 08842400) asan Independent Director of the Company for thesecond term of 5 years commencing from September10, 2025, not liable to retire by rotation, subject toapproval 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 ofDirectors 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 termof 3 years commencing from September 26, 2025,liable to retire by rotation, subject to approval of theMembers at the ensuing AGM.
3. Re-appointment of Mr. Naresh Kothari pursuant toretirement by rotation
Pursuant to Section 152 of the Act, Mr. NareshKothari (DIN:00012523) Non-executive Director ofthe Company shall retire by rotation at the ensuingAGM and being eligible has offered himself for re¬appointment.
The above proposals will be considered for approval bythe shareholders of the Company at the ensuing AGM.
Mr. Sujay Sheth, (DIN: 03329107) ceased to be anIndependent Director & Chairman of the Company w.e.f.September 25, 2024 due to completion of his secondconsequent term.
The Board places on record its deep appreciation for theinvaluable contribution and guidance provided by Mr. SujaySheth during his tenure on the Board.
In terms of Section 203 of the Act, the following are theKMPs of the Company as on March 31, 2025 and on thedate of this report:
• Mr. Sanjeev Verma, Whole-time Director(DIN:06871685)
• Mr. Deepak Kumar Bansal, Executive Director & ChiefFinancial 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 thedirectors and key managerial personnel of the Companysince the last report.
Detailed information on the directors is provided in theCorporate Governance Report, which forms part of thisAnnual Report.
In terms of the provisions of Section 149 of the Act and theSEBI Listing Regulations the Independent Directors on theBoard of your Company as on the date of this report areMr. Dilip Thakkar, Ms. Neha Nagpal and Mr. Munesh Khanna.
The Company has received declaration pursuant to Section149(7) of the Act and Regulation 25 of the SEBI ListingRegulations from all the independent directors statingthat they meet the criteria of independence as provided insection 149(6) of the Act read with Regulations 16 and 25of the SEBI Listing Regulations.
The Independent directors have also confirmed compliancewith the provisions of section 150 of the Act read with rule6 of the Companies (Appointment and Qualifications ofDirectors) Rules, 2014, relating to inclusion of their name inthe independent director's databank of the Indian Instituteof Corporate Affairs.
The Board of Directors of your Company have taken onrecord the said declaration and confirmation submittedby the independent directors after undertaking dueassessment of the veracity of the same in terms ofRegulation 25 of the SEBI Listing Regulations.
In the opinion of the Board, the independent directorsfulfil the conditions specified in the Act as well as theRules made thereunder read with the Listing Regulations,2015 and have complied with the code for independentdirectors prescribed in Schedule IV to the Act.
The Nomination and Remuneration Policy of the Company,inter alia, provides that NRC shall formulate the criteriafor Board membership, including the appropriate mix ofExecutive & Non-Executive Directors, lay down the criteriafor appointment of Senior Management Personnel (SMPs)and recommend/approve compensation packages forDirectors, KMPs and SMPs from time to time.
The NRC has devised a policy for performance evaluation ofDirectors, Board and Senior Management which includesthe criteria for performance evaluation as well as theremuneration policy for the Directors, Senior Managementand Employee of the Company. These policies are accessibleon 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.
Pursuant to the provisions of Regulation 17(5) of theSEBI Listing Regulations, a Code of Conduct for theDirectors & Senior Management of the Company has beenformulated & approved by the Board of Directors. Further,in accordance with the provisions of Regulation 26(3) of theSEBI Listing Regulations, all Directors & members of SeniorManagement of the Company have affirmed compliancewith the said Code of Conduct during the FY2025.
The said Code of Conduct is accessible on the Company'swebsite 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) readwith Schedule V Part D of the SEBI Listing RegulationsMr. Sanjeev Verma, Wholetime Director of the Company,has issued a declaration stating that all the Directors andmembers of Senior Management of the Company havecomplied with the Code of Conduct of the Company duringthe FY2025. The said declaration has been disclosed inthe Corporate Governance Report forming part of theAnnual Report.
The Board places on record its appreciation for the hardwork and dedicated efforts put in by all the employees.The relations between the management and employeescontinue to remain cordial on all fronts.
The statement of particulars of appointment andremuneration of managerial personnel and employeesof the Company as required under Section 197(12) of theAct read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isannexed as Annexure III to this Board's Report.
Having regard to the provisions of the second provisoto Section 136(1) of the Act and as advised, the AnnualReport is being sent to the members of the Company.The said information is available for inspection at theregistered office of the Company during working hoursand any member interested in obtaining such informationmay write to the Company Secretary and the same will befurnished on request.
POLICY ON PREVENTION OF GENDER HARASSMENTAT WORKPLACE AND INTERNAL COMPLAINTSCOMMITTEE (“ICC”)
The Company has in place a policy for prevention,prohibition and redressal of gender harassment atworkplace. Appropriate reporting mechanisms are in placefor ensuring protection against gender harassment andthe right to work with dignity.
Further, in accordance with the applicable provisions of theSexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013, the Companyhad constituted an ICC to consider and resolve sexualharassment complaints raised by the employees of theCompany. The constitution of the ICC is in accordance withthe applicable provisions of the said Act.
During the last 3 financial years, no complaints werereceived from any of the employees of the Company underSexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS &OUTGO
(i) Part A pertaining to conservation of energy is notapplicable to the Company.
(ii) Part B pertaining to particulars relating to technologyabsorption is as per Annexure IV to this Board's Report.
(iii) Part C pertaining to foreign exchange earnings andoutgoings is as mentioned below:
Earnings in foreign currency(accrual basis)
FY2024
24.13
Sale of goods and services(Including sale from overseasbranch and to ExportOriented Units)
23.62
Expenses ReimbursementReceived
13.31
6.28
Total
36.93
30.41
Expenditure in ForeignCurrency (accrual basis)
Service charges
0.21
0.20
Travelling and conveyanceexpenses
0.16
0.22
Expenses reimbursementpaid
Other items
0.01
0.02
0.47
0.54
The Corporate Social Responsibility Committee (CSRCommittee) has formulated and recommended to theBoard, 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 Policyis 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 Section135 of the Act read with Rule 8(1) of the Companies(Corporate Social Responsibility Policy) Rules, 2014 isannexed as Annexure V to this Board's Report.
The Company has a comprehensive Risk ManagementPolicy in place which clearly indicates all the risks thatthe organization faces such as strategic, financial, credit,market, liquidity, security, property, IT, legal, regulatory,reputational and other risks that have been identifiedand assessed and there is an adequate risk managementinfrastructure in place capable of addressing thoserisks. The Risk Management Policy is accessible on theCompany'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 constitutedthe Risk Management Committee (the “Committee" or“Risk Committee") on April 02, 2021. The Committee'sconstitution and terms of reference meet with therequirements of the Regulations. The Risk Committeedwells upon the potential risks associated with the businessand their possible mitigation plans and is responsible forFraming, Overseeing and Monitoring implementation ofRisk Management Policy.
All contracts / arrangements / transactions entered by theCompany during the financial year with related partieswere in the ordinary course of business and on an arm'slength basis. During the year, the Company had notentered into any contract / arrangement / transactionwith related parties which could be considered material inaccordance with the Company's policy of on materiality ofrelated party transactions. Your Directors draw attention ofthe members to Note No. 38 (Consolidated) and Note No.35 (Standalone) to the financial statement which sets outrelated party disclosures.
The Policy on materiality of related party transactions anddealing with related party transactions as approved bythe Board is accessible on the Company's website at thelink: https://cdn.blackbox.com/cms/docs/investors/related-party-transaction-(rpt)-policy.pdf
Your Directors state that:
a. in the preparation of the annual accounts for the yearended March 31, 2025, the applicable accountingstandards read with requirements set out underSchedule III to the Act, have been followed and thereare no material departures from the same;
b. the Directors have selected such accounting policiesand applied them consistently and made judgementsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of theCompany as on March 31, 2025 and of the profit/(loss)of the Company for the financial year ended on thesaid date;
c. the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts ona 'going concern' basis;
e. the Directors have laid down internal financial controlsto be followed by the Company and that such internalfinancial controls are adequate and are operatingeffectively; and
f. the Directors have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems are adequate andoperating effectively.
Based on the framework of internal financial controls andcompliance systems established and maintained by theCompany; work performed by the internal, statutory andsecretarial auditors and external consultants, includingaudit of internal financial controls over financial reportingby the statutory auditors and the reviews performedby management and the relevant board committees,including the audit committee; the Board is of the opinionthat the Company's internal financial controls wereadequate and effective during FY2025.
There are no significant and material orders passed by theRegulators / Courts which would impact the going concernstatus of the Company and its future operations.
DETAILS OF APPLICATION MADE OR ANYPROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 (31 OF 2016)DURING THE YEAR ALONGWITH THEIR STATUS ASAT MARCH 31, 2025
There are no proceedings initiated/pending against theCompany under the Insolvency and Bankruptcy Code,2016 which materially impact the business of the Company.
The Board is thankful to the Shareholders, Bankers andCustomers of the Company for their continued support.It also takes this opportunity to express gratitude to itsvarious suppliers and its partners for their continued co¬operation, support and assistance. Above all, the Boardexpresses its appreciation to each and every employee forhis / her contribution, dedication and sense of commitmentto 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