Dear Members,
The Directors are pleased to present the 39th (Thirty Ninth)
Annual Report of the Company together with the Audited
Financial Statements (Consolidated and Standalone) for the Financial
Year ("FY") ended March 31, 2025.
FINANCIAL RESULTS
The summary of the Company's financial performance, both on a
consolidated and standalone basis, for the FY2025 as compared to the previous FY2024 is
presented below:
|
Standalone |
Consolidated |
|
Year ended 31 |
Year ended 31 |
Year ended 31 |
Year ended 31 |
|
March 2025 |
March 2024 |
March 2025 |
March 2024 |
| Revenue from operations |
376.86 |
386.65 |
5,966.91 |
6,281.58 |
| Other income |
5.30 |
13.11 |
5.03 |
19.17 |
| Total income |
382.16 |
399.76 |
5,971.94 |
6,300.75 |
| Profit before finance costs, depreciation, |
24.73 |
12.61 |
542.47 |
445.37 |
| exceptional items and tax |
|
|
|
|
| Less: Finance costs |
5.45 |
6.68 |
144.72 |
141.25 |
| Less: Depreciation |
7.97 |
7.91 |
113.28 |
114.34 |
| Profit / (loss) before impact of foreign currency |
11.31 |
(1.98) |
284.47 |
189.78 |
| transactions and translations, loss / (gain) on |
|
|
|
|
| financial liability, exceptional items and tax |
|
|
|
|
| Add: Share of net profit of associate accounted for |
- |
- |
0.73 |
1.67 |
| using equity method |
|
|
|
|
| Add/(less): Gain / (loss) on foreign currency |
0.67 |
0.87 |
(7.65) |
4.60 |
| transactions and translations (net) |
|
|
|
|
| Less: Exceptional item |
- |
- |
(65.69) |
(39.66) |
| Profit/(loss) before tax |
11.98 |
(1.11) |
211.86 |
156.39 |
| (Add)/Less: Tax |
0.10 |
13.87 |
7.08 |
18.72 |
| Profit/(loss) after tax |
11.88 |
(14.98) |
204.78 |
137.67 |
| Add/(less): Other Comprehensive Income/(loss) |
(0.29) |
(0.31) |
(61.15) |
46.68 |
| Total Comprehensive Income/(loss) for the year |
11.59 |
(15.29) |
143.63 |
184.35 |
| Earnings/(loss) per share of `2/- each after |
|
|
|
|
| exceptional items: |
|
|
|
|
| Basic (in `) |
0.71 |
(0.89) |
12.16 |
8.20 |
| Diluted (in `) |
0.70 |
(0.89) |
12.11 |
8.18 |
FINANCIAL PERFORMANCE
Black Box's financial performance in FY2025 highlights its
resilience and strategic focus on profitability and operational efficiency. The Company
has successfully navigated challenges and is well-positioned for future growth with a
robust pipeline and strong order book. The strategic initiatives undertaken by the
management are yielding positive results, enhancing the company's financial stability
and growth prospects.
Revenue and Income
The consolidated revenue from operations stood at `5,967 Crores in
FY2025, marking a 5% decline from `6,282 Crores reported in the previous year. The dip in
revenue was primarily attributed to muted order inflows resulting from delayed
decision-making by certain large clients, along with the Company's strategic decision
to exit low-value and long-tail customer relationships. Despite this, the Company
continues to maintain a healthy business pipeline, which is expected to translate into
improved performance in the upcoming quarters.
Other income declined to `5 Crores from `19 Crores, reflecting a
reduction in non-operational income sources.
Profitability
The Company reported a strong 24% year-on-year growth in consolidated
EBITDA, which increased to `531 Crores in FY2025. EBITDA margins improved significantly to
8.9%, up from 6.8% in the previous year, driven by focused initiatives to improve revenue
quality, a growing share of long-term engagements and the streamlining of non-core and
low-margin operations.
Profit Before Tax (PBT) increased significantly to `212 Crores from
`156 Crores on YoY basis, reflecting solid operational performance despite higher
exceptional costs. Profit After Tax (PAT) rose to `205 Crores, compared to `138 Crores in
FY2024, marking 49% increase compared to FY2024. The improvement in PAT was primarily led
by stronger operating performance, which effectively offset the impact of increased
exceptional costs.
Costs and Expenses
Finance costs stood at `145 Crores, marginally higher than `141 Crores
in the previous year, primarily due to the elevated interest rate environment.
Depreciation expenses remained largely unchanged at `113 Crores compared to `114 Crores.
The Company's ability to deliver strong growth in EBITDA and PAT
despite stable cost levels underscores its operational efficiency and effective cost
management. This has translated into improved returns on capital employed, reflecting
disciplined financial stewardship by the management.
Balance Sheet Overview
Balance Sheet continue to reflect strong financial stability and better
ratios. Total liabilities excluding equity reduced by `6 Crores in FY2025 as compared to
FY2024 primarily due to reduction in trade payables from business cash flows throughout
the year. Total equity increased to `759 Crores from `481 Crores, due to higher
profitability during the year.
NATURE OF BUSINESS AND STATE OF AFFAIRS OF THE COMPANY
During the year under review, there have been no changes in the nature
of business of the Company. The information on the affairs of the Company has been covered
under
"Management Discussion & Analysis" forming part of this
Annual Report.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between the end of the FY2025 and
the date of this Report.
SHARE CAPITAL
The paid-up equity share capital of the Company as on March 31, 2024
was `33,60,51,180/- (Rupees Thirty Three Crore Sixty Lakh Fifty One Thousand One Hundred
and Eighty only) consisting of 16,80,25,590 Equity Shares of `2/- (Rupees Two only) each.
During the year, the capital structure of the Company has undergone
following changes:
. E SOP Exercise
T he Company has allotted 49,500 Equity Shares of face value of `2/-
each to the eligible employee(s) upon exercise of stock options on June 6, 2024.
. P referential Issue
P ursuant to the approval of the Board and shareholders of the Company
on August 2, 2024 and August 29, 2024 respectively, the Board had issued and allotted
92,65,215 convertible warrants at `417/- each to the promoter and non-promoter category on
September,
27, 2025. The said warrants were convertible into equal no. of Equity
shares of `2/- each of the Company, any time within 18 months from the date of the issue.
During the year 12,71,792 warrants have been converted into equity
shares pursuant to conversion request from the respective allottees as per the details
below:
| Sr. No. Equity shares allotted pursuant to conversion of
warrants |
Date of allotment |
| 1 4,61,626 |
December 9, 2024 |
| 2 6,45,179 |
December 20, 2024 |
| 3 1,64,987 |
January 16, 2025 |
Consequently, as on March 31, 2025, the paid-up equity share capital of
the Company stands increased to
`33,86,93,764/- (Rupees Thirty Three Crores Eighty Six Lakhs Ninety
Three Thousand Seven Hundred and Sixty Four Only) consisting of 16,93,46,882 Equity Shares
of `2/-
(Rupees Two only) each.
The equity shares so allotted rank pari-passu with the existing shares
of the Company.
The Company has not made any issue of Sweat Equity Shares or Equity
Shares with Differential Voting Rights during the year under review.
DIVIDEND
The Directors are pleased to recommend a Final Dividend of `1/- per
equity share of face value of `2/- each for the year ended March 31, 2025. The Final
Dividend, subject to the approval of Members at the ensuing Annual General Meeting
("AGM"), will be paid on Tuesday, September 23, 2025, to the Members whose names
appear in the Register of Members, as on August 29, 2025, being the record date. The said
dividend for the financial year 2024 25 would involve a total outflow of`17 Crores
translating into a 50% dividend payout.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the Final
Dividend after deduction of tax at source (TDS), as applicable.
Pursuant to Regulation 43A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations), the Company has formulated a Dividend Distribution Policy (DDP). The DDP is
available on the website of the Company at https://cdn.blackbox.com/cms/
docs/investors/policies/dividend-distribution-policy.pdf
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of Section 124 of the Companies
Act, 2013 (the "Act") read with applicable provisions of the Investor Education
and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("the Rules"), the Company is required to transfer all
amounts of dividend that has remained unpaid or unclaimed for a period of seven years from
the date of transfer to respective unpaid dividend account, to the
Investor Education and Protection Fund (IEPF). Further, according to
the applicable provisions of the said section read with the rules made thereunder, the
Company is also required to transfer the corresponding shares with respect to the
unpaid/unclaimed dividend, which has not been paid or claimed for seven consecutive years
or more, to the demat account of the IEPF Authority.
Accordingly, the Company had transferred unpaid/ unclaimed dividends
alongwith the corresponding shares to IEPF within the time limits prescribed under the
said section and rules. The details of the shares already transferred have been uploaded
on the website of the Company and can be accessed at https://www.blackbox.
com/en-in/investors/investor-services/iepf
Further, pursuant to the Regulation 39 of SEBI Listing Regulations read
with SEBI Circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, the
Company has opened Suspense Escrow Demat Account. For details of number of shares lying at
the beginning/ during/at the end of the FY2025, please refer the Corporate
Governance Report forming part of this Annual Report.
TRANSFER TO RESERVE
During the year, the Company has not transferred any amount to General
Reserves on declaration of dividend.
HUMAN RESOURCE MANAGEMENT AND HR
INITIATIVE
Future Ready Talent Strategy
Black Box's steadfast commitment to its people and their growth is
the cornerstone of the Company's talent strategy and the driving force behind the
transformation journey. The talent strategy is purposefully designed to deliver measurable
business value by aligning every facet of HR to build a scalable, future-ready foundation.
Unlocking human potential and generating meaningful impact enables Black Box to thrive
amid a rapidly evolving business environment. This strategy is grounded in Five Key
Pillars each meticulously designed to enhance performance and deliver sustainable business
outcomes.
Organizational Effectiveness
The Organizational Development and Effectiveness strategy is focused on
enhancing the overall health, agility, and performance at Black Box. It aims to align
structure, culture, and capabilities with sustainable growth ambition, and adaptability in
a dynamic business environment. Through data-driven insights, leadership development,
change management, and continuous improvement initiatives, this strategy fosters a
high-performance culture that empowers individuals, strengthens teams, and drives
enterprise-wide effectiveness.
Talent Attraction
Talent continues to be a key competitive advantage at Black Box. This
year, the organization welcomed seasoned industry leaders with deep expertise large
transformation experience, bringing fresh perspectives and innovative approaches that are
accelerating business growth. In parallel, skilled professionals have been recruited
across regions, industry verticals and technology practices to meet evolving customer
needs and enhance client success. Over
600 new hires were onboarded this fiscal year, including critical roles
aligned with the company's growth agenda.
Employee Experience and Engagement
Black Box crafts meaningful experiences that foster purpose, drive
meritocracy, and belonging. Holistic and integrated programs spanning onboarding, career
development, recognition, well-being, and leadership connection ensures that individuals
feel valued, supported, and aligned with Black Box goals. By actively listening and acting
on employee feedback, and promoting a culture of transparency and inclusion, Black Box had
significantly enhanced satisfaction, as reflected in Every Voice Matter Employee Survey.
Retention rate has improved significantly across various geographies, through high-touch
meaningful connections.
Learning, Upskill & Development
In today's dynamic business environment, continuous learning and
upskilling are essential to staying competitive and future ready. At Black Box, a robust
learning and development strategy empowers employees to grow their capabilities, adapt to
emerging technologies, and take on evolving roles with confidence. By offering
personalized learning paths, on-demand resources, and structured development programs,
Black Box fosters a culture of continuous learning and growth.
Cohesive Culture
Black Box culture strategy is designed to cultivate a purpose-driven,
inclusive, and high-performance environment that aligns with business objectives and
accelerates Black Box ambition. By embedding core values into everyday behaviors,
leadership practices, and decision-making processes, Black Box aims to foster a culture
that empowers employees, drives collaboration, and enhances agility. This strategic focus
on culture enables us to attract and retain top talent, strengthen collaboration, and
deliver measurable business outcomes.
Workforce
3500+ Total workforce 52 Nationalities 35 countries 19% Gender Diverse
5 Generations at Work Talent Attraction: 650+ Hires
Recognitions: 2000+ recognitions (appreciations, awards) Learning:
10,682 sessions 24,196 hours 1,884 unique learners 1,100 certifications
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion & Analysis for the year under review,
in terms of the provisions of Regulation 34 of the SEBI Listing Regulations is set out as
a separate section, forming an integral part of this Annual Report.
INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
The Company has established robust internal control systems that are
well-suited to the nature, size, scale, and complexity of its operations. These systems
are implemented across all processes, units, and functions.
The internal control framework, comprising policies, procedures and
applications, is designed to ensure effective management of the Company's operations,
safeguard its assets, optimize resource utilization, ensure the reliability of financial
information, and ensure compliance with relevant regulations. In line with dynamic
business requirement of growing size and complexity of the Company's operations,
these systems and procedures are periodically reviewed and updated. The Audit Committee
also regularly assesses the adequacy and effectiveness of the internal control systems and
provides guidance for further enhancements. The Company ensures timely implementation of
additional measures to enhance the internal controls.
Further, the Company has internal as well as independent/ external
Audit teams of certified professionals who carry out internal audits of various
functions/processes of the Company and the group every quarter. All Internal Audit plans
are approved and periodically reviewed by the
Audit Committee. These internal audits follow a risk and control-based
methodology and include the review of internal controls and governance processes,
adherence to management policies, underlying system controls and statutory compliances.
The Internal Auditors report directly to the Audit Committee and participate in the
meetings of the Audit Committee and the Risk Management Committee, as required.
DEPOSITS
During the year under review, the Company has not accepted any deposits
covered under Chapter V of the
Act. Accordingly, no disclosure or reporting is required in respect of
details relating to deposits.
SUBSIDIARIES/ASSOCIATE COMPANY
The Company operates in 35 countries through its various direct and
indirect subsidiaries incorporated across various different jurisdictions. As on March 31,
2025, the Company has 75 subsidiaries. The standalone revenue of the Company is `376.86
Crores which contributes 6% of the consolidated revenue. The remaining 94% of the revenue
is generated through its subsidiaries in various jurisdictions.
The United State of America is the largest and most material
jurisdiction in terms of revenue contribution accounting for
71% of the total revenue, generated through 19 subsidiaries
incorporated in the USA.
The Company also indirectly holds a 39.53% equity stake in an associate
company incorporated in Dubai, UAE which is accounted for basis associate accounting
methodology.
In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of the subsidiary
companies in Form AOC-1 is provided at the page no. 431 of this Annual
Report. The statement provides details of performance and financial
position of each of the subsidiaries.
During the year under review, AGCN Solutions Pte Limited,
Step-down Subsidiary of the Company, was dissolved w.e.f.
February 19, 2025.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES
PROVIDED
The particulars of loan(s) given, investment(s) made, guarantee(s)
given and/or securities provided by the
Company along with the purpose for which such amount of loan, guarantee
or security is proposed to be utilized by the recipient, has been provided in the notes to
financial statements.
STATUTORY AUDITORS AND THEIR REPORT
M/s. M S K A & Associates, Chartered Accountants (FRN: 105047W), an
independent member firm of BDO International, were appointed as the Statutory Auditor of
the Company by the members at their 38th AGM, for a period of 5 consecutive
years commencing from the conclusion of the 38th AGM till conclusion of the 43rd
AGM of the Company.
Statutory Auditors' Report
The Statutory Auditors' Report on the financial statements
(Standalone & Consolidated) of the Company for the financial year ended March 31,
2025, has been annexed to the financial statements contained in this Annual Report. The
Statutory Auditors have expressed their Emphasis of Matter (EOM) on the Standalone &
Consolidated financial statements of the Company in the said report. Further, the said EOM
alongwith the management's response on the same is given below:
A. Standalone Audit Report:
Emphasis of Matter Non-compliance with laws and regulations
We draw attention to Note 46 to the accompanying standalone financial
statements, which describes the delay in remittance of import payments, delay in
repatriation of export proceeds of goods & services and delay in other receipts,
beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as
amended from time to time. The management has filed necessary applications with the
appropriate authority for extension of time limit and condonation of such delays and
response on the same is awaited as on date. Our opinion is not modified in respect of this
matter.
Management views on the above:
The Company has foreign currency trade payables and other payables
amounting to `3.13 Crores and ` Nil as on March 31, 2025, which are due for a period more
than six months as on March 31, 2025, and includes balance payable amounting to `2.00
Crores, which are outstanding for more than three years as on that date. Also, the Company
has foreign currency trade receivables and other financial assets amounting to `3.24
Crores and `2.41 Crores respectively as on March 31, 2025, which are due for more than
nine months as on March 31, 2025, and includes balance receivable amounting to `2.99
Crores which are outstanding for more than three years as on that date.
The delay in remittances / collections beyond the timeline stipulated
under the circulars, directions issued under the Foreign Exchange Management Act, 1999, as
amended from time to time (collectively referred as ‘the FEMA Regulations') has
resulted in non-compliances,however,theCompanyhasfiled necessary application with the
Authorised Dealer Category I bank (‘AD Bank') for extension of time limit and
condonation of delay on payables aggregating to
`2.86 Crores during the current year and on payables aggregating to
`0.16 Crores subsequent to year end. For the residual payables amounting to `0.11 Crores
where extension has not been filed management is in the process of approaching the Reserve
Bank of India through AD Bank for write back.
Similarly, during the current year the Company has filed an application
with its AD Bank for extension of time limit and condonation of delay for the
aforementioned receivables aggregating to `5.49 Crores during the current year and for
`0.16 Crores subsequent to year end. The Company is awaiting approval from the AD
Bank for these applications filed. Pending conclusion of the aforesaid
matter, the management of the
Company believes no material penalties/fines could be levied on account
of such non-compliances and accordingly the Company have not accounted for penalties and
fines, if any in the Standalone financial statements for the year ended March 2025.
B. Consolidated Audit report
Emphasis of Matter Non-compliance with laws and regulations
We draw attention to Note 48 to the accompanying consolidated financial
statements, which describes the delay in remittance of import payments, delay in
repatriation of export proceeds of goods & services and delay in other receipts,
beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as
amended from time to time. The management has filed necessary applications with the
appropriate authority for extension of time limit and condonation of such delays and
response on the same is awaited as on date. Our opinion is not modified in respect of this
matter.
Management' s view on the above:
The Group has foreign currency trade payables and other payables
(before eliminating inter-company balances) amounting to `38.29 Crores and ` Nil as on
March 31, 2025, which are due for a period more than six months as on March 31, 2025, and
includes balances amounting to `18.92 Crores which are outstanding for a period more than
three years as on that date. Also, the Company has foreign currency trade receivables,
other financial assets and other current assets (before eliminating inter-company
balances) amounting to `11.93 Crores, `2.41 Crores and `0.14 Crores respectively, as on
March 31, 2025, which are outstanding for a period more than nine months as on March 31,
2025, and include balances amounting to `3.28 Crores which are outstanding for a period
more than three years as on March 31, 2025.
The delay in remittances / collections beyond the timeline stipulated
under the circulars, directions issued under the Foreign Exchange Management Act, 1999, as
amended from time to time (collectively referred as ‘the FEMA Regulations') has
resulted in non-compliances, however, the Holding Company and its two subsidiary companies
incorporated in
India, have filed necessary application with Authorised Dealer Category
I bank (‘AD Bank') for extension of time limit and condonation of delay on
payables aggregating to ` 29.36 Crores during the current year and on payables aggregating
to `2.30 Crores subsequent to year end. For the residual payables amounting to `6.63
Crores where extension has not been filed, management of respective Companies are in the
process of approaching the Reserve Bank of India through their AD Bank for write back.
Similarly, during the current year the Holding Company and its
subsidiary companies incorporated in India, has filed application with its AD Bank for
extension of time limit and condonation of delay for the aforementioned receivables
aggregating to `12.71 Crores and for
`1.77 Crores subsequent to year end. The respective companies are
awaiting for approval from the AD Bank for these applications filed. Pending conclusion of
the aforesaid matter, the management of the Group believes no material penalties/fines
could be levied on account of such non-compliances and accordingly, the
Group has not accounted for penalties/fines, if any, in the
consolidated financial statements for the year ended March 31, 2025.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, none of the Auditors have reported to the
Audit Committee or Board, pursuant to the provisions of Section 143(12) of the Act, any
fraud committed against the Company by its employees or officer.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to Section 204(1) of the Act and Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Audit Report issued by Dr. S.
K. Jain, Practicing Company Secretary (FCS No. 1473) for FY2025 is annexed as Annexure I
to this Board's Report.
Further, pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations read with Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
at its meeting held on August 13, 2025 have recommended for approval of the Members of the
Company, appointment of M/s. Makarand M. Joshi & Co., Practising Company Secretaries
(ICSI UIN: P2009MH007000) as Secretarial Auditor for a term of upto 5 (Five) consecutive
years, to hold office from April 1, 2025 upto March 31, 2030. A detailed proposal for
appointment of Secretarial auditor forms part of the Notice convening the ensuing AGM.
Secretarial Auditor's qualification remark:
During the audit period, the Company has complied with the provisions
of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above, except in respect of matter specified
below: i. The Company was not in compliance with Regulation
23(9) of the SEBI Listing Regulations. There was a delay in submission
of disclosures of Related Party Transactions (RPT) for the half-year ended March
31, 2024. The Board Meeting for the financial results was held on May
30, 2024. While the disclosure was uploaded shortly after submitting the financial results
at 12:02 a.m., the submission timestamp reflected 31, 2024 resulting in a delay of two
minutes, which was treated as a non-compliance by the exchange (NSE) and Consequently, a
fine of`5,900/- (inclusive of
GST) was levied on the Company. The same was paid on July 1, 2024.
. The Company was not in compliance with Regulation
17(1)(b) of the SEBI Listing Regulations with respect composition of
Board of Directors (i.e. half of the Board was not Independent) for 44 days from September
26, 2024 to November 08, 2024 on account of tenure completion of Mr. Sujay Sheth,
Independent Director and Chairman of the Company on September 25, 2024. NSE and BSE each
levied fine of `2,59,600/-
(inclusive of GST) for aforesaid non-compliance and the Company has
paid the fine during the year under review to both the exchanges.
. The Company was not in compliance with Regulation
18(1), 19(1)/(2), 20(2)/(2A), 21(2)/(2A) of the SEBI
Listing Regulations with respect to composition of Audit Committee,
Nomination and Remuneration
Committee, Stakeholders Relationship Committee and Risk Management
Committee, respectively, for 26 days from September 26, 2024 to October 21, 2024 on
account of tenure completion of Mr. Sujay Sheth, Independent Director and Chairperson of
the Company on September 25, 2024. Both the exchanges had waived fines for the aforesaid
non-compliance as no Committee Meetings were held during the relevant period.
Management's view on the above:
Response to point no. (i) above as highlighted in the Secretarial Audit
Report
The disclosure was uploaded shortly after submitting the financial
results at 12:02 a.m., the submission date reflected as May 31, 2025, which NSE considered
as non-compliance. The fine levied by NSE was duly by the Company.
Response to point no. (ii) above as highlighted in the Secretarial
Audit Report
Mr. Sujay Sheth ceased to be a Director and Chairman of the Company
effective September 25, 2024, upon the completion of his term as an Independent Director
Following his cessation, the Board temporarily operated without a fixed Chairperson as of
September 30, 2024
This interim situation arose due to the Board's efforts to ensure
a seamless transition between the outgoing and upcoming chairperson, in this critical
role, which requires careful consideration and alignment with the Company's
governance processes. During that period, the Board was functioning ordinarily, and no
meetings were convened. The process of appointing a new Chairperson was promptly initiated
and concluded at the subsequent Board meeting, ensuring compliance with regulatory
requirement and maintaining governance integrity. Stock exchanges i.e. BSE & NSE had
imposed a fine of `2,59,600/- each (inclusive of
GST) which was duly paid by the Company.
Response to point no. (iii) above as highlighted in the Secretarial
Audit Report
In addition to the submission made under point no. (ii) above, Mr.
Sujay Sheth was designated as Chairperson and member of the various committees of the
Board. Following his cessation as Independent Director, he ceased to be the Chairperson
and member of the various committees which affected the requirement of minimum three (3)
members of the committees. During that period no committee meetings were convened.
Further, the Company reconstituted the committees on October 22, 2024. Consequently, both
the stock exchanges i.e. BSE & NSE have waived the penalty.
COST RECORDS AND COST AUDIT
The maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act, are not applicable for the
business and activities carried out by the Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by the Securities
and Exchange Board of India (SEBI). The Company has also implemented several benchmark
corporate governance practices as prevalent globally. The Corporate Governance
Report, as stipulated under the SEBI Listing Regulations forms an
integral part of this Annual Report. Further, in accordance with the applicable provisions
of Schedule V of the said Regulations, a compliance certificate issued by M/s. S. K. Jain
& Co., Practicing Company Secretaries (ICSI Certificate of Practice No. 3076),
confirming that the
Company has complied with the conditions of corporate governance is
annexed as Annexure II to this Board's Report.
NUMBER OF BOARD MEETINGS
During the FY2025, 7 (Seven) Board meetings were held. The intervening
gap between the meetings was within the period prescribed under the Act and SEBI Listing
Regulations. The details of meetings of the Board held during the financial year 2024-25
forms part of the
Corporate Governance Report.
The Company has complied with the requirements prescribed under the
Secretarial Standards on Meetings of the Board of Directors (SS 1) and General Meetings
(SS 2) read with the MCA Circulars granting exemptions.
BOARD COMMITTEES
In terms of the requirements of the SEBI Listing Regulations, the Board
has constituted Audit Committee, Stakeholders' Relationship Committee, Nomination
& Remuneration
Committee, Corporate Social Responsibility Committee and Risk
Management Committee. The Board has also constituted Ethics & Compliance Committee and
Finance Committee. Details of each of these committees outlining their composition, terms
of reference and meetings held during FY2025, are outlined in the Corporate Governance
Report. During FY2025, recommendations made by the Committees to the Board of Directors
were accepted by the Board, after due deliberations.
EMPLOYEES' STOCK OPTION SCHEME
The AGC Networks Employee Stock Option Scheme 2015 as approved by the
shareholders of the Company on April
21, 2015, was introduced to incentivise, retain, and attract key talent
through a performance-based stock option grant program and consequently enhance
shareholder value.
Disclosures on ESOP Scheme of the Company for the FY2025, pursuant to
Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014:
| Sr. No. Particulars |
FY2025 |
| 1 Total No. of Shares covered by |
71,16,615 |
| ESOP Scheme approved by the |
|
| Shareholders |
|
| 2 Options Granted |
NIL |
| 3 Options Vested |
1,03,950 |
| 4 Options Exercised |
49,500 |
| 5 The total no. of shares arising as |
49,500 |
| a result of options |
|
| 6 Options Lapsed |
NIL |
| 7 Pricing Formula |
10% discount on |
|
last closing price |
| 8 Variation of terms of Options/ |
|
| Exercise Price |
|
| 9 Money realized by exercise of |
` 10,59,300 |
| Options |
|
| 10 Total No. of Options in force as |
3,66,000 |
| on 31.03.2025 |
|
Diluted Earnings per Share (EPS) pursuant to issue of shares on
exercise of option calculated in accordance with Indian Accounting Standard (Ind AS) 33.
Kindly refer note no. 31 forming part of notes to accounts of Standalone Financial
Statements.
Where the Company has calculated the employee compensation cost using
the intrinsic value of the stock options, the difference between the employee compensation
cost so computed and the employee compensation cost that shall have been recognized if it
had used the fair value of the options. Kindly refer note no. 32 forming part of notes to
accounts of Standalone Financial Statements.
The details pursuant to the SEBI ESOP Regulations have been placed on
the website of the Company and web link of the same is
https://www.blackbox.com/en-in/investors/ corporate-governance/esop
Further, the ESOP Scheme was valid for 10 years from its approval by
the members of the Company and has expired on April 20, 2025. No further grants can be
issued pursuant to the said ESOP Scheme and all the options lying in the unissued pool
will automatically get cancelled.
However, all the options which have been issued and active, shall
remain valid.
The following table reflects status of options as on March 31, 2025:
Total options granting eligibility of 71,16,615 the Company (A)
Total options granted till 77,94,565 31.03.2024 (B)
Total options lapsed till 47,08,390 31.03.2024 (C)
Options available for grant as on 40,30,440 31.03.2024 (D) = (A-B+C)
Options granted during the FY 2024- -25 (E) Options lapsed/cancelled
during the -FY 2024-25 (F)
Options available for grant as on 40,30,440 31.03.2025 (H) = (D-E+F)
Note: All the options which were available for grant as on March
31, 2025, have expired on April 20, 2025 pursuant to completion of
tenure of the ESOP Scheme.
FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS
All Directors of the Company, including the Independent Directors, are
provided with necessary documents/ brochures, reports and internal policies to facilitate
their familiarization with the procedures and practices followed by the Company. Further,
periodic presentations are made at the meetings of the Board of Directors and its various
Committees, on business and performance updates of the Company, global
business environment, business strategy and risks involved. Quarterly updates, new
amendments, circulars and notifications issued by the regulatory authorities including
Registrar of Companies, Reserve Bank of India and SEBI which mandates further compliances
for the Company and landmark judicial pronouncements encompassing important laws are
regularly circulated to the Directors.
Further, at the time of appointment of any Independent Director, the
Company issues a formal letter of appointment outlining his/her role, function, duties and
responsibilities alongwith Code of Conduct to be adhered by the Directors. The
Familiarization Policy for Independent Directors is accessible on the website of the
Company at https://cdn. blackbox.com/cms/docs/investors/corporate-governance/
policies/familiarization-policy-of-independent-directors. pdf
VIGIL MECHANISM
The Vigil Mechanism of the Company in terms of the SEBI
Listing Regulations has been established through the
Whistle Blower Policy/Policy on Vigil Mechanism of the
Company. Protected disclosures can be made by a Whistle
Blower through an e-mail or a letter to the Chief Ethics Officer or to
the Chairman of the Audit Committee. The Policy on Vigil Mechanism/Whistle Blower Policy
may be accessed on the Company's website at the link https://cdn.
blackbox.com/cms/docs/investors/corporate-governance/ policies/whistle-blower-policy.pdf
MATERNITY BENEFIT COMPLIANCE
The Company granted maternity leave to eligible women employees in
accordance with applicable statutory provisions. There were no instances of dismissal or
discrimination against any woman employee on account of availing maternity leave. All
employees were duly informed about their entitlements under the maternity benefit laws,
and appropriate communication channels were maintained to ensure awareness. The Company
has maintained proper and accurate records of maternity leave and related benefits
availed, in compliance with statutory requirements.
PERFORMANCE EVALUATION
In terms of the requirement of the Act and SEBI Listing
Regulations, annual performance evaluation of the
Board, the Chairman of the Board, Independent and Non-
Independent Directors and various Committees of the Board for the
FY2025, was undertaken by the Company.
The evaluation was carried out through questionnaire based rating
assessment mechanism where the evaluators were requested to give rating for each criteria
set for evaluating the performance of the Director or the
Committee of which, the performance was being evaluated. The board
evaluation process was focused around how to make the Board more effective as a collective
body in the context of the business and the external environment in which the Company
functions. From time to time during the year, the Board was appraised of the business
issues and the related opportunities and risks. The Board discussed various aspects of the
functioning of the Board and its
Committees such as structure, composition, meetings, functions and
interaction with management.
Additionally, during the evaluation process, the Board also focused on
the contribution being made by the Board as a whole as well as through Committees. The
overall assessment of the Board was that it was functioning as a cohesive body including
the Committees of the Board that were functioning effectively.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2025 will be uploaded before the ensuing AGM on the
Company's website on https://www.blackbox.com/en-in/investors/
financials/annual-returns
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment
during the FY2025
1. A ppointment of Mr. Munesh Khanna (DIN: as an Independent Director
Basis approval/recommendation of the Nomination and Remuneration
Committee (NRC) and the Board, the members of the Company have at the AGM held on
September 25, 2024, approved the appointment of Mr. Munesh Khanna (DIN: 00202521) as an
Independent Director of the Company for a period of 5 years effective from August 13,
2024, not liable to retire by rotation.
2. Re-appointment of Mr. Anshuman Ruia (DIN: 00008501) as an Executive
Director
Basis approval/recommendation of the NRC and the Board, the members of
the Company have at the AGM held on September 25, 2024, approved the reappointment of Mr.
Anshuman Ruia (DIN: 00008501) as an Executive Director of the Company for a period of
5 years commencing from September 21, 2024, liable to retire by
rotation.
3. Re-appointment of Mr. Sanjeev Verma (DIN: 06871685) as Whole-time
Director
Basis approval/recommendation of the NRC and the Board, the members of
the Company through postal ballot passed on March 19, 2025, approved the reappointment of
Mr. Sanjeev Verma (DIN:06871685) as Whole-time Director of the Company for a period of 3
years commencing from February 15, 2025, liable to retire by rotation.
Re-appointments at the ensuing AGM
1. R e-appointment of Ms. Neha Nagpal (DIN: 08842400) as an Independent
Director
Based on the recommendation of NRC, the Board of Directors at their
meeting held on August 13, 2025 re-appointed Ms. Neha Nagpal (DIN: 08842400) as an
Independent Director of the Company for the second term of 5 years commencing from
September 10, 2025, not liable to retire by rotation, subject to approval of the Members
at the ensuing AGM.
2. Re-appointment of Mr. Deepak Kumar Bansal (DIN: 07495199) as
Executive Director.
Based on the recommendation of NRC, the Board of Directors at their
meeting held on August 13, 2025 reappointed Mr. Deepak Kumar Bansal (DIN: 07495199) as
Executive Director & CFO of the Company for a term of 3 years commencing from
September 26, 2025, liable to retire by rotation, subject to approval of the Members at
the ensuing AGM.
3. Re-appointment of Mr. Naresh Kothari pursuant to retirement by
rotation
Pursuant to Section 152 of the Act, Mr. Naresh Kothari (DIN:00012523)
Non-executive Director of the Company shall retire by rotation at the ensuing AGM and
being eligible has offered himself for reappointment.
The above proposals will be considered for approval by the shareholders
of the Company at the ensuing AGM.
Cessation
Mr. Sujay Sheth, (DIN: 03329107) ceased to be an Independent Director
& Chairman of the Company w.e.f. September 25, 2024 due to completion of his second
consequent term.
The Board places on record its deep appreciation for the invaluable
contribution and guidance provided by Mr. Sujay
Sheth during his tenure on the Board.
Key Managerial Personnel (KMP)
In terms of Section 203 of the Act, the following are the KMPs of the
Company as on March 31, 2025 and on the date of this report:
Mr. Sanjeev Verma, Whole-time Director (DIN:06871685)
Mr. Deepak Kumar Bansal, Executive Director & Chief Financial
Mr.AnshumanRuia,Executive
Mr. Aditya Goswami, Company Secretary & Compliance Officer
Except as stated above, there were no other changes in the directors
and key managerial personnel of the Company since the last report.
Detailed information on the directors is provided in the
Corporate Governance Report, which forms part of this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of the provisions of Section 149 of the Act and the SEBI
Listing Regulations the Independent Directors on the Board of your Company as on the date
of this report are Mr. Dilip Thakkar, Ms. Neha Nagpal and Mr. Munesh Khanna.
The Company has received declaration pursuant to Section
149(7) of the Act and Regulation 25 of the SEBI Listing
Regulations from all the independent directors stating that they meet
the criteria of independence as provided in section 149(6) of the Act read with
Regulations 16 and 25 of the SEBI Listing Regulations.
The Independent directors have also confirmed compliance with the
provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the
independent director's databank of the Indian Institute of Corporate Affairs.
The Board of Directors of your Company have taken on record the said
declaration and confirmation submitted by the independent directors after undertaking due
assessment of the veracity of the same in terms of
Regulation 25 of the SEBI Listing Regulations.
In the opinion of the Board, the independent directors fulfil the
conditions specified in the Act as well as the
Rules made thereunder read with the Listing Regulations,
2015 and have complied with the code for independent directors
prescribed in Schedule IV to the Act.
REMUNERATION POLICY FOR DIRECTORS, KMP
AND SENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Policy of the Company, inter alia,
provides that NRC shall formulate the criteria for Board membership, including the
appropriate mix of Executive & Non-Executive Directors, lay down the criteria for
appointment of Senior Management Personnel (SMPs) and recommend/approve compensation
packages for Directors, KMPs and SMPs from time to time.
The NRC has devised a policy for performance evaluation of
Directors, Board and Senior Management which includes the criteria for
performance evaluation as well as the remuneration policy for the Directors, Senior
Management and Employee of the Company. These policies are accessible on the
Company's website at the link https://cdn.blackbox.
com/cms/docs/investors/corporate-governance/policies/ performance-evaluation-policy.pdf
and https://cdn. blackbox.com/cms/docs/investors/policies/remuneration-policy-v2023.pdf
respectively.
CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT
Pursuant to the provisions of Regulation 17(5) of the SEBI Listing
Regulations, a Code of Conduct for the Directors & Senior Management of the Company
has been formulated & approved by the Board of Directors. Further, in accordance with
the provisions of Regulation 26(3) of the SEBI Listing Regulations, all Directors &
members of Senior Management of the Company have affirmed compliance with the said Code of
Conduct during the FY2025.
The said Code of Conduct is accessible on the Company's website at
the link:
https://cdn.blackbox.com/cms/docs/investors/corporate-governance/policies/code-of-conduct-directors-senior-management.pdf
Further, pursuant to the provisions of Regulation 34(3) read with
Schedule V Part D of the SEBI Listing Regulations Mr. Sanjeev Verma, Wholetime Director of
the Company, has issued a declaration stating that all the Directors and members of Senior
Management of the Company have complied with the Code of Conduct of the Company during the
FY2025. The said declaration has been disclosed in the Corporate Governance Report forming
part of the Annual Report.
PERSONNEL
The Board places on record its appreciation for the hard work and
dedicated efforts put in by all the employees.
The relations between the management and employees continue to remain
cordial on all fronts.
The statement of particulars of appointment and remuneration of
managerial personnel and employees of the Company as required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure III to this Board's Report.
Having regard to the provisions of the second proviso to Section 136(1)
of the Act and as advised, the Annual
Report is being sent to the members of the Company. The said
information is available for inspection at the registered office of the Company during
working hours and any member interested in obtaining such information may write to the
Company Secretary and the same will be furnished on request.
POLICY ON PREVENTION OF GENDER HARASSMENT
AT WORKPLACE AND INTERNAL COMPLAINTS
COMMITTEE ("ICC")
The Company has in place a policy for prevention, prohibition and
redressal of gender harassment at workplace. Appropriate reporting mechanisms are in place
for ensuring protection against gender harassment and the right to work with dignity.
Further, in accordance with the applicable provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company had constituted an ICC to consider and resolve sexual harassment complaints raised
by the employees of the
Company. The constitution of the ICC is in accordance with the
applicable provisions of the said Act.
During the last 3 financial years, no complaints were received from any
of the employees of the Company under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
(i) P art A pertaining to conservation of energy is applicable to the
Company.
(ii) Part B pertaining to particulars relating to technology absorption
is as per Annexure IV to this Board's Report.
(iii) P art C pertaining to foreign exchange earnings and outgoings is
as mentioned below:
| Earnings in foreign currency (accrual basis) |
FY2025 |
FY2024 |
| Sale of goods and services (Including sale from overseas
branch and to Export Oriented Units) |
23.62 |
24.13 |
| Expenses Reimbursement |
13.31 |
6.28 |
| Received |
|
|
| Total |
36.93 |
30.41 |
| Expenditure in Foreign |
FY2025 |
FY2024 |
| Currency (accrual basis) |
|
|
| Service charges |
0.21 |
0.20 |
| Travelling and conveyance expenses |
0.16 |
0.22 |
| Expenses reimbursement paid |
0.10 |
0.10 |
| Other items |
0.01 |
0.02 |
| Total |
0.47 |
0.54 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the
Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has been approved by the Board. The
CSR Policy is accessible on the Company's website at https://cdn.
blackbox.com/cms/docs/investors/corporate-governance/
policies/corporate-social-responsibility-policy.pdf
The annual disclosures required to be given under Section 135 of the
Act read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed as Annexure V to this Board's Report.
RISK MANAGEMENT POLICY
The Company has a comprehensive Risk Management Policy in place which
clearly indicates all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory, notreputational and
other risks that have been identified and assessed and there is an adequate risk
management infrastructure in place capable of addressing those risks. The Risk Management
Policy is accessible on the Company's website at https://cdn.blackbox.com/cms/
docs/investors/corporate-governance/policies/risk-management-policy.pdf
In terms of Regulation 21(5) of SEBI Listing Regulations, the Board of
Directors of the Company has constituted the Risk Management Committee (the
"Committee" or "Risk Committee") on April 02, 2021. The
Committee's constitution and terms of reference meet with the requirements of the
Regulations. The Risk Committee dwells upon the potential risks associated with the
business and their possible mitigation plans and is responsible for
Framing, Overseeing and Monitoring implementation of Risk Management
Policy.
CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm's length basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties which could be considered
material in accordance with the Company's policy of on materiality of related party
transactions. Your Directors draw attention of the members to Note No. 38 (Consolidated)
and Note No. 35 (Standalone) to the financial statement which sets out related party
disclosures.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is accessible on the
Company's website at the link:
https://cdn.blackbox.com/cms/docs/investors/related-party-transaction-(rpt)-policy.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that: a. in the preparation of the annual accounts
for the year ended March 31, 2025, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same; b. the Directors have selected such accounting policies
and applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company as on March 31, 2025 and of the profit/(loss) of the Company
for the financial year ended on the said date; c. the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; d. the Directors have prepared the annual
accounts on a ‘going concern' basis; e. the Directors have laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and are operating effectively; and f. the Directors have devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the
Company; work performed by the internal, statutory and secretarial
auditors and external consultants, including audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by management and
the relevant board committees, including the audit committee; the Board is of the opinion
that the Company's internal financial controls were adequate and effective during
FY2025.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31
OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT MARCH 31, 2025
There are no proceedings initiated/pending against the Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
ACKNOWLEDGEMENTS
The Board is thankful to the Shareholders, Bankers and
Customers of the Company for their continued support.
It also takes this opportunity to express gratitude to its various
suppliers and its partners for their continued cooperation, support and assistance. Above
all, the Board expresses its appreciation to each and every employee for his / her
contribution, dedication and sense of commitment to the 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
