Black Box Ltd

Dear Members,

The Directors are pleased to present the Thirty Eight (38^th) Annual Report along with the Audited Financial Statements (Consolidated and Standalone) of the Company for the Financial Year ("FY") ended March 31, 2024.

FINANCIAL RESULTS

The summary of the Company's financial performance, both on a consolidated and standalone basis, for the FY2024 as compared to the previous FY2023 is given below:

H ( in Crores)

FINANCIAL PERFORMANCE

Black Box Limited's financial performance in FY24 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 Company reported consolidated revenue from operations of H 6,282 Crores, which remained relatively flat compared to H 6,288 Crores in the previous year. This stability in revenue was achieved despite delays in project execution and a strategic decision to exit low-value and long-tail customers. The Company has maintained a robust pipeline, which is expected to yield positive results in the coming quarters. Other income decreased to _ 19 Crores from _ 22 Crores, reflecting a reduction in non-operational income streams.

Profitability

The Company achieved a significant 59% YoY increase in consolidated EBITDA, reaching _ 428 Crores, with EBITDA margins improving to 6.8% from 4.3% in the previous year. This growth was driven by a strategic emphasis on margin improvement and operational productivity.

Profit Before Tax (PBT) saw a substantial increase to _ 156 Crores from _ 29 Crores, reflecting improved operational performance despite higher finance costs. Profit After Tax (PAT) for FY24 increased by 5.8 times to _ 138 Crores compared to _ 24 Crores in FY23. This growth in PAT was achieved due to higher operating profits despite increase in finance costs.

Costs and Expenses

Finance costs rose to _ 141 Crores from _ 111 Crores, mainly due to higher interest rate environment. Depreciation expenses increased to _ 114 Crores from _ 107 Crores, reflecting higher capital expenditure and an expanded asset base.

Earnings Per Share (EPS)

The basic earnings per share for FY24 was _ 8.20, compared to _ 1.42 in the previous year, highlighting the significant improvement in profitability.

Balance Sheet Overview

Balance Sheet continue to reflect strong financial stability and better ratios. Total liabilities excluding equity reduced by H 411 Crores in FY24 as compared to FY23 primarily due to reduction in trade payables from business cash flows throughout the year. Total equity increased to _ 481 Crores from _ 296 Crores, majorly due to increase in profitability during the year.

NATURE OF BUSINESS AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, there have been no changes in the nature of business of the Company. The information on the affairs of the Company has been covered under the Management Discussion & Analysis forming part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the FY2024 and the date of this Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2023 was H 33,58,09,220/- (Rupees Thirty Three Crores Fifty Eight Lakh Nine Thousand Two Hundred and Twenty only) consisting of 16,79,04,610 Equity Shares of H 2/- (Rupees Two only) each.

During the year, the Company has issued and allotted 1,20,980 Equity Shares of face value of H 2/- each pursuant to exercise of stock options. The equity shares so allotted rank pari-passu with the existing shares of the Company.

Consequently, as on March 31, 2024, the Paid-up Capital of the Company got increased to H 33,60,51,180 (Rupees Thirty Three Crores Sixty Lakh Fifty One Thousand One Hundred and Eighty only) consisting of 16,80,25,590 Equity Shares of H 2/- (Rupees Two only) each.

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

DIVIDEND

With a view to conserve resources for future growth, your Directors have not recommended any dividend for the Financial Year ended March 31, 2024.

Pursuant to Regulation 43A of SEBI LODR Regulations, 2015, the Company has formulated a Dividend Distribution Policy. The said policy is accessible on the Company's website at https://cdn.blackbox.com/cms/docs/investors/ policies/dividend-distribution-policy.pdf

TRANSFER TO RESERVE

With a view to facilitate the growth of the Company's business over the coming years, the Board of Directors have recommended that the entire profits generated in the current financial year should be transferred to the reserves of the Company.

HUMAN RESOURCE MANAGEMENT AND HR INITIATIVE

At Black Box, our unwavering commitment to our people and their success drives our people strategy and fuels our transformation journey. We focus on delivering business value through our people strategy. Our strategy is built on Five Key Pillars designed to accelerate business results.

The first pillar is Organizational Effectiveness. We embarked on a transformation journey, requiring us to reorganize the organization for profitable growth. We have reimagined and redesigned our organizational structure, implementing well-planned change management interventions to guide our leaders and employees through the transition and transformation.

The second pillar is Attracting Top Talent. Talent at Black Box remains a critical competitive advantage. This year, we have onboarded industry leaders with extensive experience in various domains, advanced technology practices, and specialized functional areas. These new leaders bring fresh insights and industry-leading approaches, propelling our business growth. We have also recruited skilled labor across regions and technology spectrums to address customer needs and enhance customers' success. Our Talent Acquisition team has employed advanced recruitment methodologies, expanded our talent pool, and strengthened our employer brand to attract top talent. In this financial year, we on boarded over 900 new hires, including strategic positions aligned with the Company's growth agenda. Our talent attraction strategies include job fairs, hiring events, community outreach to colleges and the military, social media campaigns, specialized recruiting programs, contingent worker hiring processes, and referrals. This multi-channel approach ensures we tap into diverse talent pools and remain competitive in the market.

The third pillar is Employee Experience and Engagement. We focus on creating tailored, authentic experiences to strengthen employee purpose, ignite energy, and elevate organizational performance. Our targeted strategies for employee retention and satisfaction have successfully reduced global attrition rates. We have enhanced our Employee Value Proposition (EVP) to boost our employer brand visibility and attract top talent by clearly articulating our organizational values and HR offerings. Our merit-based culture ensures fair recognition and rewards for performance and contributions. We are committed to fostering a highly engaged workforce through ongoing, multi-faceted initiatives and programs. This holistic approach to EVP strengthens our market position and enhances employee loyalty.

Automation is central to our operational improvements. We have streamlined HR processes to ensure efficiency and adherence to best practices, including implementing a HR ticketing tool that enhances productivity and accuracy in operational workflows. By embracing automation, we ensure our HR functions are effective, scalable, and responsive to future needs.

We celebrate accomplishments and milestones through iShine, our Reward & Recognition platform. This program empowers managers to recognize team achievements on-the-go and drives a culture of celebrating success. The program enables leaders to reward exceptional performances, boosts morale and reinforces our high performance-driven culture.

The fourth pillar focuses on Upskilling and Development. We are building organizational capability to differentiate and create value through skill enhancement and talent development. Black Box's learning and development initiatives combine strategic and purposeful actions to foster a culture of continuous learning. We have established academies focused on core competencies across various functional areas: Sales Excellence Academy, Program Management Academy, Professional Excellence Academy, and Leadership Excellence Academy. These academies drive our efforts in talent development and provide a positive employee experience through diverse learning opportunities.

We continue to invest in developing skilled resources. Our training and development programs are designed to upskill our employees, ensuring they possess the latest knowledge and competencies required to excel in their roles.

The fifth pillar is fostering a Cohesive Culture. Effective communication and a unified culture enable employees to unleash their full potential. Our people communication strategy emphasizes the trans parent, timely, and effective dissemination of information at all organizational levels. Our annual "Every Voice Matters" Employee Survey is a key indicator of employees' connection to and pride in the Company's vision, their workplace experience, and their well-being. The recent survey showed significant improvements across various touch points, reflecting the effectiveness of our engagement efforts.

Regular communications about organizational priorities through channels such as town halls and targeted campaigns have been well received by employees. These efforts foster a strong sense of inclusion and belonging.

Our diverse workforce currently stands at 4,500, encompassing both permanent employees and workers across 30 countries. This global talent presence enables us to harness a broad range of skills and perspectives, driving innovation and growth. Our international footprint not only enhances our business capabilities but also enriches our organizational culture with diverse viewpoints and experiences.

As an equal opportunity employer, we are committed to Diversity, Equity, Inclusion, and Belonging (DEIB). Our initiative is focused on creating a workplace where everyone feels valued and included, with equal opportunities for all employees. Guided by our values of global citizenship and respect for differences, we nurture diversity and inclusion through our recruitment programs and strategies. These DEIB efforts help build a resilient and innovative workforce that reflects the diverse markets we serve.

In summary, Black Box's comprehensive people strategy, supported by our five key pillars, drives organizational effectiveness, talent development, and a cohesive culture. By focusing on growth, engagement, continuous learning, and diversity, we enhance our global workforce and foster an environment where innovation and success thrive.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis for the year under review, in terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("LODR Regulation"), is set out as a separate section, forming an integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls for ensuring orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information with reference to financial statements.

During the year under review, these internal controls have been subject to audit. For details with regard to reportable material weaknesses in the said controls, if any, please refer the Statutory Auditors' Report forming part of this Annual Report.

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/HOLDING COMPANY

During the year under review, the following changes took place in Subsidiaries and Holding Company of the Company:

Holding Company

As on March 31, 2024, Essar Telecom Limited holds 11,94,41,430 Equity shares of H 2/- (Rupees Two Only) each of the Company, constituting 71.09% Promoter shareholding in the Company. Essar Global Fund Limited remains the ultimate Holding Company of the Company.

Dissolution(s)/Deregistration(s)/Divestment(s)/ Merger(s)

1. Nu-Vision Technologies, LLC merged with and into Norstan Communications, Inc. w.e.f March 31, 2024.

2. Service Journey Strategies Inc. merged with and into COPC Holdings Inc. w.e.f. March 31, 2024.

As on March 31, 2024, the following are the Subsidiary(s), Step-down subsidiary(s) and Associate Company(s) of the Company:

A. Subsidiary(s)

B. Step-down Subsidiary(s)

C. Associate Company(s)

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. Walker Chandiok & Co. LLP, Chartered Accountants(ICAI Registration No. 001076N/N500013) were re-appointed as the Statutory Auditor of the Company for their second term of 5 (Five) consecutive years at the 33^rd AGM of the Company to hold office till the conclusion of 38^th AGM.

Pursuant to the provision of Section 139 of the Companies Act, 2013 (the "Act") the Company can appoint a firm as an Auditor for not more than 2 (Two) terms of 5 (Five) consecutive years.

Considering the expiry of tenure of M/s. Walker Chandiok & Co. LLP, Chartered Accountants at the forthcoming AGM, the Board of Directors ("the Board") at their meeting held on August 13, 2024, has proposed to appoint M/s. M S K A & Associates, Chartered Accountants (FRN: 105047W), an Independent member firm of BDO International, as the Statutory Auditors of the Company for a period of Five (5) consecutive years commencing from the conclusion of this AGM till the conclusion of the 43^rd AGM of the Company scheduled to be held in the FY2028-29.

Statutory Auditors' Report

The Statutory Auditors' Report on the financial statements of the Company (Standalone & Consolidated) for the financial year ended March 31, 2024, 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:

Emphasis of Matters – Non- compliances 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, repatriation of proceeds of export of goods and services and settlement of advance, outstanding as at 31 March 2024 beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time. The management of the Company has filed necessary applications with the appropriate authority for extension of time period and condonation of such delays. The management is of the view that the fines/ penalties, if any, that may be levied, are currently unascertainable but not expected to be material and accordingly, no adjustments have been made to the accompanying standalone financial statements in respect of aforesaid delays. Our opinion is not modified in respect of this matter.

Management's views on the above:

The outstanding balance of trade payables, other current liabilities, trade receivables and other financial assets as at 31 March 2024 includes amount payable and advances received aggregating to H 3.02 Crores and H 0.07 Crores, respectively and amount receivable aggregating to H 3.48 Crores and H 13.06 Crores, respectively, to/ from the companies situated outside India. These balances are pending for settlement and have resulted in delay in remittance/ collection beyond the timeline stipulated under the Foreign Exchange Management Act, 1999. The Company has filed necessary application with AD Category – I bank ('AD Bank') for extension of time limit on payables aggregating to H 2.77 Crores during the current period and on payables aggregating to H 0.25 Crores subsequent to 31 March 2024. For the advances amounting to H 0.07 Crores where extension has not been filed, management of the Company is planning to approach AD Bank or RBI with write off request. Similarly, the Company has filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to H 9.72 Crores during the current period and on receivables aggregating to H 6.82 Crores subsequent to 31 March 2024. For all the relevant cases, approval is pending from AD Bank.

Pending conclusion of the aforesaid matter, the amount of penalty, if any, that may be levied, is not ascertainable but not expected to be material and accordingly, the Statement does not include any adjustments that may arise due to such delays.

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, repatriation of proceeds from export of goods and services and settlement of advances, by the Holding Company and its subsidiary companies incorporated in India, outstanding as at 31 March 2024 beyond the timelines stipulated under the Foreign Exchange Management Act, 1999 as amended from time to time. The respective management of companies, as aforesaid, are in the process of recovering the outstanding dues and making the payments for outstanding payables and have filed/in the process of filing necessary applications with the appropriate authority for extension of time period/ write off and condonation of such delays. The management is of the view that the fines/ penalties, if any, that may be levied pursuant to delay, are currently unascertainable but is not expected to be material and accordingly, no adjustments have been made to the accompanying consolidated financial statements in respect of aforesaid delays. Our opinion is not modified in respect of this matter.

Management' s view on the above:

The outstanding balance (before eliminating inter-company balances) of trade payables, other current liabilities, trade receivables, other financial assets and other current assets as at 31 March 2024 includes amount payable and advances received aggregating to H 22.84 Crores and H 0.07 Crores, respectively, and amount receivable and advances paid aggregating to H 11.12 Crores, H 13.06 Crores and H 0.01 Crores, respectively, to/ from the companies situated outside India. These balances are pending for settlement and have resulted in delay in remittance/ collection beyond the timeline stipulated under the Foreign Exchange Management Act, 1999. The Holding Company and its subsidiary companies, incorporated in India, have filed necessary application with AD Category – I bank (‘AD Bank') for extension of time limit on payables aggregating to H 16.24 Crores during the current period and on payables aggregating to H 1.10 Crores subsequent to 31 March 2024. Similarly, the Holding Company and its subsidiary companies, incorporated in India, have filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to H 17.14 Crores during the current period and on receivables aggregating to H 6.82 Crores subsequent to 31 March 2024. For all these relevant cases, approval is pending from AD Bank. Further, for the remaining payables/ advances and receivables/ advances amounting to H 5.57 Crores and H 0.23 Crores, respectively, where extension has not been filed, management is planning to approach AD Bank or RBI with write off request.

Pending conclusion of the aforesaid matter, the amount of penalty, if any, that may be levied, is not ascertainable but not expected to be material and accordingly, the consolidated financial statement does not include any adjustments that may arise due to such delays.

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 of the Company was carried out by Dr. S. K. Jain, Practicing Company Secretary (FCS No. 1473) & Proprietor of M/s. S. K. Jain & Co., (Secretarial Auditor) for FY2024. The Report given by the Secretarial Auditor is annexed as Annexure - I and forms an integral part of this Board's Report.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has 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 officers.

COST RECORDS AND COST AUDIT

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several benchmark corporate governance practices as prevalent globally. The Corporate Governance Report, as stipulated under the SEBI LODR 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 herewith and marked as Annexure II.

NUMBER OF BOARD MEETINGS

During the FY2024, 5 (Five) Board meetings were held. Further detail on the same is available in the Corporate Governance Report, which forms part of this Annual 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.

EMPLOYEES' STOCK OPTION SCHEME

Pursuant to the shareholders' approval dated April 21, 2015, the Nomination and Remuneration Committee of the Board of Directors of the Company has granted stock options as per the terms of "AGC Networks Employee Stock Option Scheme 2015" from time to time, to the employees and executive directors of the Company and its subsidiary(s). The following table shows detailed information with regards to the same:

Disclosures on ESOP Scheme of the Company for the FY2024, 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 Accounting Standard (AS) 20: Kindly refer note no. 31 forming part of notes to accounts of Standalone Financials.

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 Financials.

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

TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND/SHARES TO IEPF

The dividends which remained unpaid/unclaimed for a period of more than seven consecutive years from the date of transfer to respective unpaid dividend account, have been transferred on due dates by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government.

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 IEPF Fund. 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 has transferred unpaid/ unclaimed dividends alongwith the corresponding shares to IEPF Fund within the time limits prescribed under the said section and rules. The details of the shares already transferred and the shares which are due for transfer have been uploaded on the website of the Company and can be accessed at https://www.blackbox.com/en-in/investors/ investor-services/iepf As per SEBI Circular dated December 30, 2022, the Company has opened Suspense Escrow Demat Account and it is disclosed that there were no shares lying in the said account at the beginning/during/at the end of the FY2024.

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 ROC, RBI 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 along with Code of Conduct to be adhered by the Directors. The Familiarization Policy for Independent Directors is accessible on the website of the Company at https://cdn. blackbox.com/cms/docs/investors/corporate-governance/policies/familiarization-policy-of-independent-directors.pdf

VIGIL MECHANISM

The Vigil Mechanism of the Company in terms of the LODR 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/investors/corporate-governance/policies/whistle-blower-policy.pdf

PERFORMANCE EVALUATION

In terms of the requirement of the Companies Act, 2013 and LODR 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 FY2024, 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, 2024 will be uploaded on the website within 60 days of 38^th Annual General Meeting on the Company's website on https://www. blackbox.com/en-in/investors/financials/annual-returns

Appointment/Re-appointment

The shareholders of the Company at the 35^th Annual General Meeting had appointed Mr. Anshuman Ruia (DIN: 00008501) as Executive Director for a period of 3 years effective from September 20, 2021. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 13, 2024, has approved the re-appointment of Mr. Anshuman Ruia (DIN: 00008501) for a further period of 5 (Five) years effective from September 21, 2024. The re-appointment of Mr. Anshuman Ruia as Executive Director is subject to approval of the shareholders at the ensuing AGM of the Company.

As a part of Board expansion strategy of the Company, the Board at its meeting dated August 13, 2024 has considered and approved the appointment of Mr. Munesh Khanna (DIN: 00202521) as an Additional Independent Director with effect from August 13, 2024 to hold office up to the ensuing Annual General Meeting of the Company.

Further, the Board has recommended Mr. Munesh Khanna's re-appointment as an Independent Director of the Company for the period of 5 years from the date of his original appointment i.e. August 13, 2024, to the Members of the Company for their approval.

Pursuant to Section 152 of the Act, Mr. Deepak Kumar Bansal (DIN:07495199) Executive Director & Chief Financial Officer 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 scheduled on September 25, 2024.

Cessation

Mrs. Mahua Mukherjee, (DIN: 08107320) Executive Director & Chief People Officer of the Company stepped down from the Board w.e.f. November 9, 2023.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by Mrs. Mahua Mukherjee during her tenure on the Board.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31, 2024 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 during the year under review 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 Listing Regulations, 2015, the Independent Directors on the Board of your Company as on the date of this report are Mr. Sujay Sheth, 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 Listing Regulations, 2015 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 Listing Regulations, 2015.

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 Listing Regulations, 2015.

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.

For detailed composition of Board of Directors and various Committees, kindly refer the Corporate Governance Report forming part of the Annual Report.

REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company 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-(ver-01-09-2022).pdf and https://cdn.blackbox.com/cms/docs/investors/policies/remuneration-policy-v2023.pdf respectively.

COMMITTEES OF THE BOARD

The details relating to various Committees constituted by the Board of Directors of the Company are mentioned in the ‘Corporate Governance Report', which forms a part of the Annual Report.

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

Pursuant to the provisions of Regulation 17(5) of the LODR 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), all Directors & members of Senior Management of the Company have affirmed compliance with the said Code of Conduct during the FY2024.

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) readwith Schedule V Part D of the LODR Regulations, Mr. Sanjeev Verma, Whole-time Director of the Company, has issued a declaration stating that all the Directors and members of Senior Management of the Company have complied with the Code of Conduct of the Company during the FY2024. 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 to this Report as Annexure III.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information 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 Internal Complaints Committee ("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 year under review, no complaints were received from any of the employee(s) of the Company.

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 report.

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

(H In Crores)

(H In Crores)

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 the link https://cdn. blackbox.com/cms/docs/investors/corporate-governance/policies/corporate-social-responsibility-policy.pdf

The Report on CSR activities is annexed herewith marked as Annexure V.

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 (LODR) Regulations, 2015, 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. Most of these are purchase/sales transactions and maintenance services transactions which are of the duration of 3 months to 12 months. 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 may is accessible on the Company's website at the link: https://cdn.blackbox.com/cms/docs/investors/related-party-transaction-(rpt)-policy-(ver-01-04-2022).pdf

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2024, 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, 2024 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 there levant board committees, including the audit committee; the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY2024.

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 31 MARCH, 2024

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

SCEHEME OF CAPITAL REDUCTION

The Board of Directors, in its meeting dated November 11, 2022, and the shareholders in the Extraordinary General Meeting held on July 25, 2023, approved the scheme of reduction of share capital between the Company and its shareholders under Section 66, read with Section 52 and other applicable provisions of the Companies Act, 2013. In view of the above, a petition under Section 66 of the Companies Act, 2013, was submitted to the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, for their approval.

Following multiple hearing dates granted by the Hon'ble NCLT, Mumbai Bench, the NCLT, vide its order dated June 21, 2024 ("Order"), approved the Scheme of Reduction of Share Capital under Section 66, read with Section 52 and other applicable provisions of the Companies Act, 2013 ("the Scheme").

The Company received a certified true copy of the order passed by the Hon'ble NCLT on June 25, 2024. Copies of the said Order and Scheme were furnished to both the stock exchanges, i.e., BSE and NSE, on June 27, 2024.

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.