BLACK BOX LIMITED — AGM Information 2019

Sep 26, 2019

AGC Networks Limited Equinox Business Park Tower 1 , OffBKC LBS Marg, Kurta (West) Mumbai 400 070 India T +91 22 6661 7272 www.agcnetworks.com

AGC/SD/SE/2019/87

September 26, 2019

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Sub: Submission of proceedings of the 33rd Annual General Meeting of the Company held on Thursday, September 261h, 2019

Ref.: Scrip Code BSE: 500463/NSE: AGCNET

Dear Sir/Madam,

Pursuant to Regulation 30(2) read with Para A (13) of Part A of Schedule 111, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith proceedings of the 33rd Annual General Meeting ("AGM") of the Company held on Thursday, September 26th, 2019 at 11:00 AM Indian Standard Time ("IST") at Yashwantrao Chavan Centre, General Jagannath Bhosle Road, Nariman Point, Mumbai -400021.

This is for your information, record and necessary action.

Thanking You,

PROCEEDINGS OF THE 33Ro ANNUAL GENERAL MEETING OF THE COMPANY HELD ON THURSDAY, SEPTEMBER 26TH, 2019AT11:00 AM

Day, Time and Venue of the meeting:

The 33rd Annual General Meeting ("AGM") of the Company was held on Thursday, September 26th, 2019 at 11:00 AM Indian Standard Time (IST) at Yashwantrao Chavan Centre, General Jagannath Bhosle Road, Nariman Point, Mumbai - 400021.

Proceedings in brief:

• Mr. Sujay Sheth, Chairman (Independent Director) chaired the meeting.
• The number of shareholder as on the cutoff/record date i.e. September 19, 2019 was 8330.
• Total 48 members were present personally. No proxies were received for the meeting.
• The meeting was adjourned for 15 minutes for want of requisite quorum and recommenced at 11.15 AM. The requisite quorum being present, the Chairman called the meeting to the order.
• The Chairman addressed the members and with the consent of the Members present at the meeting, the Notice convening the Annual General Meeting, the Report of Board of Directors and the Accounts for the financial year ended 31st March, 2019 were taken as read.
• Thereafter, the Chairman requested the Company Secretary, Mr. Aditya Goswami to read the Auditor's Report. With the permission of the members the Auditor's Report was taken as read.

Voting on Resolutions

The Chairman informed the Members that pursuant to the provisions of the Companies Act, 2013, the Rules framed thereunder and the Listing Regulations, the Company had extended the remote e-voting facility to the Members of the Company in respect of the resolutions to be passed at this Meeting. The remote e-voting commenced at 09.00 a.m. on Monday, 23rd September, 2019 and ended at 05.00 p.m. on Wednesday, 25th September, 2019.

Thereafter, the Chairman requested those members who have not utilized remote e-voting to cast their votes through Ballot Forms provided by the Scrutinizer. Resolutions with regard to the following matters were put for vote through Ballot process at this AGM:

Ordinary Business:

1. Consideration and adoption of the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended March 31, 2019, along with the Reports of the Board of Directors and Auditors thereon.

Re-appointment of Mrs. Mahua Mukherjee (DIN: 08107320), a Director retiring by rotation.

An ESSAR Enterprise

1. Re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants {ICAI Registration No. 001076N) as Statutory Auditors of the Company to hold office for a period of Five (5) years commencing from the conclusion of the 33rct AGM till the conclusion of the 381h AGl\ll and to fix their remuneration.

Special Business:

• 1. Appointment of Mr. Naresh Kothari (DIN: 00012523) as a Non-Executive Director of the Company.
• 1. Re-appointment of Mr. Sujay Sheth (DIN: 03329107) as an Independent Director of the Company.
• 1. Re-appointment of Mr. Sanjeev Verma (DIN: 06871685) as an Executive Director designated as Whole-Time Director of the Company.
• 1. Approval of payment of remuneration to Mrs. Mahua Mukherjee {DIN: 08107320), Executive Director & Chief Peoples Officer of the Company.
• 1. Appointment of Mr. Deepak Kumar Bansal (DIN: 07495199) as an Executive Director of the Company.

Post completion of the Ballot process, the chairman informed the members that the details of voting results (along with E-voting results), shall be submitted to the Stock exchanges within 48 hours of the conclusion of the Annual General Meeting.

Thereafter, the Chairman invited queries or questions from the members on the performance or affairs of the Company, if any. There were no queries or questions from the members and accordingly, the meeting concluded at 11.45 AM with vote of thanks to the Chair.

All the resolutions set out in the Notice (alongwith the Addendum thereto) calling the 33rd AGM and as mentioned above are deemed to be passed on the date of the AGM i.e. September 26, 2019 subject to the report of Scrutinizer. ·

Thanking You,

Ad~

o, For AGC Networks limited

Company Secretary & Compliance Officer