BLACK BOX LIMITED — Annual Report 2019

May 29, 2019

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

AGC/SD/SE/2019/ S°"~

May 29, 2019

CReliohiDteattmtorporanspeparen	CoReliohiDteatrtntrporanspepame
SBbackEhaLiitedtoomyxcngem	StNiolckEhaLiitedatnaoxcngem
P.JToers,w	ExchPlSdrKurlaCplangeazaanaomex,,
DalalSFotrt,rt,ee	Sdr(E)tanaas,
Mbai- 400001um	Mbai -400051um

Sub.: Outcome of the Board Meeting dated May 29th, 2019 & Audited Financial Results of the Company (Standalone and Consolidated) for the quarter and year ended March 3l5t, 2019

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

Dear Sir/Madam,

With reference to our letter no. AGC/SD/SE/2019/52 dated May 22, 2019 regarding meeting of the Board of Directors ("the Board") of the Company and pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulati6ns, 2015, we-wish to inform you that the Board at its meeting held on Wednesday, May 29th, 2019, has inter-alia, considered and approved the Audited Financial Results of the Company (Standalone and Consolidated) for the quarter and year ended March 315t, 2019.

Further, pursuant to regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we are enclosing herewith the following:

• a) Audited Standalone and Consolidated Financial Results of the Company, for the quarter and year ended March 31, 2019;
• b) Report of Auditors on Standalone and Consolidated Financial Results of the Company, for the

Registered Office: Equinox Bualnesa Park, Tower 1, Off BKC, LBS Marg, Ku~a (West), Mumbai - 400 070, Maharashtra, India CIN: L32200MH1986PLC040652

c) Declaration regarding Auditor's Report with Statement of Impact of Audit Qualifications for the Standalone and Consolidate financial results.

· d . '1, I() rj · . b' \ «: p The Board Meeting commence at , .. ..1 and concluded at .,.,..)

This is for your information, record and necessary action.

Thanking You,

For AGC Networks Limited

r>

Company Secretary & Compliance Officer Encl: As above Adi~

Walker Chandiok &..Co LLP

Walker Chandiok & Co LLP 16th Floor, Tower II, lndiabulls Finance Centre, SB Marg, Elphinstone (W) Mumbai - 400 013 India

T +91 22 6626 2600 F +91 22 6626 2601

Independent Auditor's Report on Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of AGC Networks Limited

• 1. We have audited the accompanying consolidated financial results of AGC Networks Limited ('the Holding Company') and its subsidiaries {the Holding Company and its subsidiaries together referred to as 'the Group') for the year ended 31 March 2019, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Attention is drawn to Note 2 to the consolidated financial results which states that the figures for the quarter ended 31 March 2019 as reported in these consolidated financial results, are the balancing figures between audited consolidated figures in respect of the full financial year and the published consolidated year to date figures up to the end of the third quarter of the financial year. Also, the figures up to the end of the third quarter had only been reviewed and not subjected to audit. These consolidated financial results are based on the consolidated financial statements for the year ended 31 March 2019 prepared in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 ('the Act') and published consolidated year to date figures up to the end of the third quarter of the financial year prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, Interim Financial Reporting, specified under Section 133 of the Act, and SEBI Circular CIR/CFD/FAC/62/2016 dated 5 July 2016, which are the responsibility of the Holding Company's management. Our responsibility is to express an opinion on these consolidated financial results based on our audit of the consolidated financial statements for the year ended 31 March 2019 and our review of consolidated financial results for the nine-months period ended 31 December 2018.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our qualified opinion.

Page 1 of 3

Chartered Accountants

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Nolda and Pune

Walker Chandiok & Co LLP is registered with limited liability with identilication number MC-2085 and its registered office at L-41 Connaught Circus, New Delhi, 110001, India

Walker Chandiok &..Co LLP

AGC Networks Limited

Independent Auditor's Report on Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. As stated in Note 7 to the accompanying financial results, during the year ended 31 March 2015, the Company had recognised sale of a property, classified as fixed assets under previous GAAP, having carrying value of Rs. 0.74 crores, and recorded profit on such sale amounting to Rs. 40.85 crores (net of incidental selling expenses amounting to Rs. 3.04 crores). In our opinion, the significant risks and rewards of ownership of the said property were not transferred when such sale was recognised, and therefore, recognition of such sale and the accounting treatment followed by the Company were not in accordance with the principles of Indian Accounting Standard (Ind AS) 16, Property, Plant and Equipment.

Our report on the financial results for the quarter and year ended 31 March 2018 was also qualified in respect of the above matter.

During the current year, the said property was re-assigned to the Company by the buyer, and thereafter, significant risks and rewards in respect of the said property have been transferred to another buyer through a separate sale transaction for a consideration of Rs. 23.51 crores. However, instead of recognition of sale of this property in accordance with the principles of Ind AS 16, Property, Plant and Equipment, the Company has recorded only the differential amount between the said consideration and balance receivable amounting to Rs. 22.40 crores from the earlier incorrectly recognised sale, as profit on sale of property, plant and equipment.

Had the Company followed the principles of Ind AS 16, and corrected the aforementioned errors relating to incorrect recognition of sale, in earlier year, of the said property in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors, and subsequently recorded the sale of such property in the year ended 31 March 2019 as per the principles of Ind AS 16, exceptional item (income), representing gain on sale of property, plant and equipment, for the quarter and year ended 31 March 2019 would have been higher by Nil and Rs. 22.79 crores respectively (quarter ended 31 December 2018: Nil, quarter and year ended 31 March 2018: Nil) while depreciation expense for the quarter and year ended 31 March 2019 would have been higher by Nil and Rs. 0.02 crores respectively (quarter ended 31 December 2018: Nil, quarter ended 31 March 2018: Rs. 0.01 crores, year ended 31 March 2018: Rs. 0.04 crores). The balance consideration receivable from the buyer in the first sale transaction amounting to Rs. 22.40 crores would have been adjusted against opening balance of retained earnings as at 1 April 2017. The resulting impact on retained earnings as at 31 March 2019 would be Nil (31 March 2018: Rs. 37.58 crores).

Our report on the financial results for the quarter and nine-month period ended 31 December 2018 was also qualified in respect of the above matter.

• 1. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate financial results and on other financial information of the subsidiaries, the consolidated financial results:
• (i) include the financial results for the year ended 31 March 2019, of the following entities:
  • a. AGC Networks Australia Pty Ltd
  • b. AGC Networks Pte. Ltd.
  • c. AGC Networks Inc. and its subsidiaries (consolidated)
  • d. AGC Networks Philippines, Inc.
  • e. AGC Networks and Cyber Solutions Limited
  • f. AGCN Solutions Pte. Limited

Page 2 of 3

Walker Chandiok &.Co LLP

AGC Networks Limited

Independent Auditor's Report on Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• g. AGC Networks L.L.C., Dubai
• h. AGC Networks L.L.C., Abu Dhabi
• i. AGC Networks New Zealand Limited
• j. BBX Main Inc.
• k. BBX Inc. and its subsidiaries (consolidated)
• (ii) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular CIR/CFD/FAC/62/2016 dated 5 July 2016, in this regard except for the effects of the matter described in paragraph 3; and
• (iii) give a true and fair view of the consolidated net loss (including other comprehensive income) and other financial information in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act for the year ended 31 March 2019 except for the effects of the matter described in paragraph 3.
• 1. We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs. 1,780.09 crores and net assets of Rs. 135.34 crores as at 31 March 2019; and total revenues of Rs. 1,030.95 crores for the year ended on that date, as considered in the consolidated financial results. These financial statements have been audited by other auditors whose report has been furnished to us by the management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular CIR/CFD/FAC/62/2016 dated 5 July 2016, in so far as it relates to the aforesaid subsidiary are based solely on the report of such other auditors.

Further, this subsidiary is located outside India whose financial statements and other financial information has been prepared in accordance with accounting principles generally accepted in its respective country and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries .The Holding Company's management has converted the financial statements of this subsidiary located outside India from accounting principles generally accepted in its respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the. Holding Company's management. Our opinion, in so far as it relates to the financial information of this subsidiary located outside India, is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.

Our opinion on the consolidated financial results is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditors.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013

tJ

NJt:taga• Partner Membership No. 079597

Place: Mumbai Date: 29 May 2019

Page 3 of 3

AGC NETWORKS LIMITED

Registered Office:- Equinox Business Park (Peninsula Techno Park), Off Sandra Kurla Complex, LBS Marg, Kurla (West}, Mumbai - 400070.

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER/YEARENDED31MARCH2019

Quartdederen					(Rs.in)croresYededaren
	Particulars		Unditedau			Audited
Sr. No.		/03/203119(Refe2)oter n	31/12/2018	31/0312018(Referote2)n	3110312019	31/03/2018
1	Income
	(a)Rfrotioevenuemoperans	1,233.02	234.69	209.37	1,852.74	733.45
	(b)Other income	0.01	2.49	0.82	6.39	4.88
	TotalIncome	1,233.03	237.18	210.19	1,859.13	738.33
2	Expenses
	(a}Cf mrialsd cdt oatentsosanomponeconsume	3.13		-	3.13	0.27
	(b}Phack-in-destotraurcseor	339.92	95.03	62.26	560.46	255.34
	(c}ChainInntorierk-in-pstock-in-tradendfinishedodsngesvesorworogress,ago	56.47	2.40	(0.06)	58.54	(13.25)
	(d)Sicehaervcrges	202.82	57.14	59.30	367.37	201.00
	(e)Eloybfits(net)mpeeeneexpense	473.95	50.09	52.46	624.37	192.74
	(f)Finstsanceco	28.36	5.30	5.68	44.54	24.96
	{g)Diatindrtisatiepreconaamoonexpense	6.67	2.79	2.16	14.65	8.17
	(h)Other expenses	144.70	15.46	14.54	192.30	64.05
	Totalexpenses	1,256.02	228.21	196.34	1,865.36	733.28
3	)/p(Lorofitbefoptialitendtax (1-2)ssreexceonmsa	(22.99)	8.97	13.85	(6.23)	5.05
4	Exptialitees/(lnce)(refer6}oteceonmsexpensomn-	.2977	-	5.89	73.12	(14.02)
5	(Lo)/prolltbefor(3tax-41sse	(100.28)	8.97	7.96	(79.35)	19.07
6	Tax (dit)/ecrexpense
	- Ct turrenax	(1.97)	0.14	0.29	(0.29)	5.19
	- Defedtaxrre	(0.29)		(1.05)	(0.29)	(1.05)
7	Net (loss)/fitforthriod(5·6)proepe	(98.02)	8.83	8.72	(78).77	14.93
8	Othehensiv(loss)flnr compreecome	(1.54)	(2.)66	0.48	2.14	(0.26)
9	(lo)/in(7+8)Totalheiveftheriodcomprenssscomeorpe	(99).56	6.17	9.20	(76.63)	14.67
10	Paid-uuityhapital (facaluf Rch}s.10peqsrecae ve oea	29.74	29.74	28.47	29.74	28.47
11	Otheity(excludinaluatioe)r equgrevnreserv				(11).07	61.64
12	(Lo}/einghaofRs.10chbefortionalitessarnsper sreeae excepms:
	(.)BasicInRs	(7.10j<	3.04·	5.13•	(1.93)	0.32
	Diluted(iRs.}n	(7.10)·	3.04.	5.09"	(1.93)	0.32
	(Lo)/einghaofRs.10haftptiol itssarnsper sreeacerexcenaems:
	(BasicinRs.}	(33)".57	3.04·	aos-	(26.97)	5.24
	Dild(inRs.)ute	(33)'.57	3.04.	3.04·	(26.97)	5.20

• Not annualised

Consolidated Balance sheet (Rs. in crores)

	Clidedatonso
Partilacurs	Audited
	31/03/2019	31/03/2018
ASSETS
Nnteton-curreasss
Prtylantduiptoper, paneqmen	155.99	23.06
Goodillw	205.37	83.76
Other igiblnttsaneasse	38.10	6.74
Fiialtsnancasse
Tdeivablerareces	-	0.32
Loans	1.80	3.10
Othfiial aeternancsss	9.25	1.00
C(n)nttatseturrexasse	62.71	59.27
Defed(n)tatsetreassex	31.98	1.04
Othnteternon-curreasss	28.36	6.03
Tol ntanteton-curreasss	533.56	184.32
Cnteturreasss
Invrietoens	150.84	31.01
Fiialtsnancasse
Tdeeivablerarecs	861.77	208.22
Chdshivaltsasancaeen	205.94	9.22
quOthbkbalaerannces	56.95	2.37
Loans	25.89	2.30
her fincialottsanasse	65.81	29.11
Othentetr curreasss	530.49	113.87
Tol ctanteturreasss	97.69	10
	1,8	396.
TOTALASSETS	2,431.25	580.42
EQUITYANDLIABILITIES
Equity
Equihaitaltysrecap	29.74	28.47
Othityerequ	(11.07)	61.64
Tol eitytaqu	18.67	90.11
Liabilities
Nliabilitienton-curres
Fincialliabilitieans
Boinrrowgs	58896.	19.76
Othfiialliabilitieernancs	4.70	4.60
Prisioovns	105.88	10.62
Othliabilitienternon-curres	86.64	11.66
Tolt liabilitietanon-currens	784.11	46.64
Cliabilitienturres
Fiial liabilitienancs
Boinrrowgs	2016.6	118.39
Tdeablesrapay	561.92	138.86
Othfincial liabilitieranes	272.54	45.64
Prisiovons	97.95	4.27
Othliabilitientercurres	489.45	136.51
Talliabilitieotntcurres	1,628.47	443.67
TOT ALEQUITYANDLIABILITIES	2,431.25	580.42

Notes:

• 1. These financial resulls have been prepared in accordance with the Companies (Indian Accounting Standards] Rule. 2015 ("Ind AS") prescribed under Section 133 of the Companies Act. 2013 read with rule 3 of the Ind AS and Companies (Indian Accounting Standards) (Amendments) Rule, 2016.
• 1. Fiqutes for the quarter ended 31 March 2019 and 31 March 2016 are the balancing figures between the audited figures in respect of the full financial year and the unaudiled published year to dale figures up to the third quarter of the current and preetcus financial year.
• 1. The above results have been reviewed by the Audi! Commiltee and approved by the Board of Directors at their respective meetings held on 29 May 2019. These results. have been prepared on the basis of audited consolidated financial statement for the year ended 31 March 2019.
• 1. The Company declared the dividend of Re. 1 per 1% Non-Cumulative Non-Convertible Redeemable Preference Share ("NCRPS~) having face-value or Rs. 100 each which was approved at annual general meeting held on 1 August 2018.
• 1. The Board at its meeting held on 12 August 2014 allotted 1,500,000 NCRPS hai,.i:ing face value of Rs.,00 each rcr the period of 7 years. On 30 March 2016, lhe Company received approval from lhe preference shareholders for extension of term by 5 years post expiry of original term of 7 years. Further, pursuant to the shareholders approval and in principle approval from the stock exchanges. lhe nature and terms of the NCRPS were changed to compulsory convertible preference shares ("CCPS"). Subsequently on 31 Auqust 2018, Company has alloted equily shares on account of conversion of the CCPS as per prlclng formula prescribed under the SEBI (lss·ue or Capital and Disclosure Requiremenls) Regulallons, 2009 al a price of Rs. 11 B per equily share.
• 1. Exceptional Items:

					(Rs. ins)croro
Particulars		Qundedarter e			Veandedr e
	3110312019	3111212018	3110312018	3110312019	3110312018
Rel ofovisioinst obsolete/nooviinvent(referte {a))versaprn agan-mngoryno	(1.50)			(3.65)	(12.08)-
Reval ofrenl {refeote{b)Jersr n					(5.21)
Intet ininst sale orty,plant anduipnt(refnote (cl]rescome agar propeeqmeer			(0.61)	(0.91)	(3.23)
Profit oaleofty,plant andipment(refete (d})n sproperequr no				(1.11)
Writeoffof old rivablebalanainst saleofrty,plant andlpment(refernote (e)]ececesagpropeeqo	-		6.50		6.50
Ses [refote(f))verance expenseer n	32.06			32.06
Acquisitit (refete (g)Ioncosr no	34.42			34.42
Folosoflea{refete (h))recuresesr no	2.02			2.02
Provlsionforlicyche inVallon[referte (i))poangcano	10.29			10.29
	77.29		5.89	73.12	(14.02)

(a) Represents reversal of inventory provisions made in earlier years to reflect lower of cost and net realisable value. The Cornpany has entered into an agreement with a buyer for sale of these inventories.

(b) Represents reversal of rent liability pertaining to earlier years, as a result of settlement with the lessor.

on sale of property, plant and equipment of Rs. 40.85 crores (net of incidental expenses Rs. 3.04 crores) during the year ended 31 March 2015.

{c) Represents Interest income on sale consideration receivable frorn lhe erstwhile buyer with respect to sale of property situated at Gandhinagar.

{d) Represents profit on sale of property, plant and equipment situated at Gandhinagar. (e) Represents write off of old receivable balances against sale of property. plant and equipment.

(0 Represents severance cost of Black Box Corporatlcn towards ralionalisalion of manpower to enhance operational efficiencies.

(g) Represents aquisition related cost of Black Box Corporation which includes valuation fees, advisory fees, legal and professional fees and consulting fees.

(h) Represents early closure of leases related lo Black Box Corporation. (i} Represents accrual for policy change in vacation related to Black Box Corporation.

1. During the year ended 31 March 2015, the Company entered into deed of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs. 44.63 Crores. During April 2015, the lender to whom these assets were provlded as security provided its In-principal approval for the said transfer subject to fulfilment of conditions stated therein. The said transfer was pending approval from the relevant government authority and transfer of legal title that were considered to be procedural in nature. Accordingly, the Company had recognised profit

During the current year, the said property was re-assigned to the name of the Company by the buyer since the buyer expressed its inability to get lhe aforementioned sale deed registered with the relevant government aulholity. Subsequ13ritly, the said property has been transferred lo another buyer through a separate sere transaction for a consideration of Rs. 23.51 crores, and lhe Company has recorded the differential amount of Rs.1.11 crores between the said consideration and balance receivable from the earlier recognised sale, as profrt on sale of property, plant and equipment. The amount of consideration already received amounting Rs. 22.23 crores from the erstwhile buyer is not required to be refunded by the Company. The entire transaclion stands completed.

8) Acquisitions:

Black Box Corporation, USA

AGC Networks Pte. Ltd, a subsidiary of AGC Networks Limited completed acquisition of Black BOK Corporation, headquartered in Pittsburgh, Pennsylvania, USA on 7 January 2019 on cornplelion of tender oner process. Under the terms of the merger agreement, each share of Black Box common stock that was tendered in the offer and not validly withdrawn has been accepted for payment and have received constdaratlcn of USS1 .10 in cash, and each share of Black Box common stock that was not tendered In the offer (other than those as to which holders properly exercise dissenters' rights and those ~med at the commencement of the tender offer by AGC or its direct and indirect subsidiaries] has been cancelled and converted into the right to receive the merger consideration .or USS1.1 O in cash. All such consideration Is net to the holder of Black Box common sleek without Interest thereon. Payment for such shares have been made In accordance wilh the terms of the merger agreement and the tender offer, and as a result Black Box Corporation has became a 100% subsidiary of AGC Networ1<s Pte. Ltd, Singapore through Its US subsidiaries.

COPC Holdings Inc, USA

AGC Networks Pte. Ltd ("AGC Singapore"), Wholly-owned Subsidiary of the Cornpany and AGC Networks Inc. ("AGC US~). Wholly-owned Subsidiary of AGC Singapore, have jointly ·entered into a Stock Purchase Agreement with COPC Holdings Inc., USA (Targel Company) and Global Quality Assurance Limited {"Seller") to acquire 100% stake in the Target Company for a purchase consideration of USS 5.5 million. The acquisilion is effective from 1 J~nuary 2019.

• 1. The statement of consolidated results are prepared in accordance with the requirements of Ind AS 110 'Consolidated Financial Statements' specified under Section 133 of the Companies-Ac!, 2013.
• 1. The financial results of lhe subsldlaries as per Annexure I have been consolidated wilh the financial results of the Company.
• 1. Previous periods I year figures have been re-grouped and reclassified, wherever necessary, to conform to those of the current period I year.

Place: Mumbai Dato: 29 May 2019 CIN : L32200MH1986PLC040652

FOR ANO ON BEHALF OF THE BOARD

SANJEEV VERMA WHOLE-TIME DIRECTOR DIN: 06871685

Annexure I

List of subsidiaries

1	AGCNeksAliaPlyLidtwtraorus
2	AGCNeksPieLtdtwor
3	AGCNeksItwornc
4	AGCNeksPhilippineInctwors,
5	AGCNeksndCybSolutionLimitedtworaers
6	AGCNSolutioPie.Limitedns
7	AGC.L.CNetwksLDubaior.,
8	AGC.L.CNetwksLAbDhabioru.,
9	AGCNeorkNeZealandLimitedtwsw
10	BBXMainInc
11	BBXInc
12	CBlackBrationoxorpo
13	ACSCoicatioIncmmunns,
14	ACSDatalinLPe,
15	ACSCInvtorLLess,
16	BBThnologieIncecs,
17	OXCBBHoldingMexicLLso
18	BBOXHoldingPueblaLLCs
19	BlackBCionf Pylviaratoxorpooennsan
20	BlackBNkServiIncGoSolutionetwtoxorces,vernmens. -
21	BlackBSvicCoxeresompany
22	CBSTechlogiesCnoorp
23	DelanTeleInceycom,
24	NoCnicionIncrstatanommus,
25	Nu-VisiThnologieLLConecs,
26	BlackBNkServiAualiPlyLidetwstroxorcesa
27	BlackBGmbHox
28	BlackBNkServiNVetwoxorces
29	BlackBdBril lndtriCorciLidoxoasusaemeoa.
30	BlackBCadCoionratoxanarpo
31	, tteNoCadLld./NCadarststaanana,ornnaeBH
3233	Blackoldings Lid.oxBlk BChileS.A.
34	acoxBlk BE-C(Shahai) CLidacoxommerce
35	ngo.,Blk BNSacox
36	Blk BNrkSeices (UK) Limitedetacoxworv
37	Blk BFinlandOYacox
38	BlackBFoxrance
39	BlackBDchlandGbHtsoxeum
40	BlackBNrkSeices IndiPrivaLiitedetteoxworvam
41	Blk BNrkSeices (Dublin)Limitedetacoxworv
42	BlackBSofe Delt Svis Limitedtwoxarevopmenerce
43	Blk BNrkSeices S.r.letacoxworv
44	Blk BNrkSeices CLtd.etacoxworvo.,
45	Blk BNrkSeices KLiitedetacoxworvoream
46	Blk BNrkSeices SDN. BHDetacoxworv
47	BlackBdMexicS.deR.L.deC.Voxeo,
48	Blk BIniol B.V.teatacoxrnna
49	Blk BIniol HoldinB.Vteatacoxrnnags
50	Blk BNrkSeices NZeald Limitedetacoxworvewan
51	ASBlackBNoxorge
52	CBlk BP.R.acoxorp.
53	Ses SBlk BNrkiceinPiLtdetacoxworvgaporee
54	CSABlk Bicacioacoxomunnes,
55	SeBlk BNetrkices ABacoxworv
56	SeGBlk BNetrkices Aacoxworv
57	Ses CBlk BNetrkicetioacoxworvorporan
58	SeSe CiciBlk B.A. d.Vrvosacox
59	COPCHoldis Inngc.
60	COPCInc.
61	COPCInttiol Inernanac.
62	COPCAsiaPificInacc.
63	COPCIniol HoldinLLC.teatrnnags
64	COPCIndia Prive Limitedat
65	COPCCltas (Beijing)CLimitedntonsuo.

AGC NETWORKS LIMITED

Registered Office:- Equinox Business Park (Peninsula Techno Park), Off Bandra Kurla Complex, LBS Marg, Kurla (West), Mumbai - 400070.

STATEMENT OF AUDITED CONSOLIDATED SEGMENTAL INFORMATION FOR THE QUARTER I YEAR ENDED 31 MARCH 2019

Segment information

		Qudedarteren	(RIn)s.croresYededarenAudited
Particulars		Unditedau
	31/03/201931//201218•(Refer2)oten		31/03/2018•(Refe21oter n	31//200319	31/03/2018•efe!Rote2lr n
Setgmenrevenue
Syintetionstemgra	986.67	234.69	209.37	1,606.39	733.45
Techlogdulutionctnoprososy	227.19	-	-	227.19	-
Others	19.16	-	-	19.16	-
froRetlovenuemoeerans	1,233.02	234.69	209.37	1,852.74	733.45
Seultstgmenres
SyIntionsteratmeg	6.47	11.78	18.71	33.03	25.13
Techlogductsolutionoyprons	(1.28)	-	-	(1.28)	-
Others	0.17	-	-	0.17	-
f sTotalntultoegmeress	5.36	11.78	18.71	31.92	25.13
Otherincome	0.01	2.49	0.82	6.39	4.88
Finostancecs	28.36	5.30	5.68	44.54	24.96
(Lo)/profitbefortiolitendtasse excepnamsax	(22.99)	8.97	13.85	(6.)23	5.05
Exotialitees/(ince)(refer)ote6ceonmsexoensomn-	77.29	-	5.89	73.12	(14.02)
I (Ls)/fitbefortaxosproe	(100.28)	8.97	7.96	)179.35	19.07
}/eTax (dltcrexpense	(2.26)	0.14	(0.)76	(0.)58	4.14
l(Lsl/fitfor thriodosoroeoe	(98).02	8.83	8.72	(78).77	14.93
Deciatiod artisatiprenanmoonexoense	6.67	2.79	2.16	14.65	8.17

Notes o·n Seq ment Information :

Further to the recent significant acquisitions In January 2019, the Board has reviewed the segmental presentation or financial information it requires to assess performance and allocate resources. it now considers a business activity focused reporting format to be more meaningful from a management forecasting perspective.

2 Assets and liabilities used in the Group's business are not identifiable to any of the reportable segments, as these are used interchangeably between segments. The management believes that it is currently not practicable. to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

• These figures have been restated in line with new segmental classification.

Walker Chandiok & Co LLP 16th Floor, Tower II, lndiabulls Finance Centre, SB Marg, Elphinstone (W) Mumbai - 400 013 India

T +91 22 6626 2600 F +91 22 6626 2601

Independent Auditor's Report on Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of AGC Networks Limited

• 1. We have audited the accompanying standalone financial results of AGC Networks Limited ('the Company') for the year ended 31 March 2019, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Attention is drawn to Note 2 to the standalone financial results which states that the figures for the quarter ended 31 March 2019 as reported in these standalone financial results, are the balancing figures between audited standalone figures in respect of the full financial year and the published standalone year to date figures up to the end of the third quarter of the financial year. Also, the figures up to the end of the third quarter had only been reviewed and not subjected to audit. These standalone financial results are based on the standalone financial statements for the year ended 31 March 2019 prepared in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 ('the Act') and published standalone year to date figures up to the end of the third quarter of the financial year prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, Interim Financial Reporting, specified under Section 133 of the Act, and SEBI Circular CIR/CFD/FAC/62/2016 dated 5 July 2016, which are the responsibility of the Company's management. Our responsibility is to express an opinion on these standalone financial results based on our audit of the standalone financial statements for the year ended 31 March 2019 and our review of standalone financial results for the nine-month period ended 31 December 2018.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our qualified opinion.

Page 1of3

Chartered Accountants

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kechi, Kelkata, Mumbai, New Delhi, Neida and Pune

Walker Chandiok & Co LLP is registered with limited liability with identification number AAC-2085 and its registered office at L-41 Connaught Circus, New Delhi, 110001, India

Walker Chandiok &.Co LLP

AGC Networks Limited

Independent Auditor's Report on Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1. As stated in Note 7 to the accompanying financial results, during the year ended 31 March 2015, the Company had recognised sale of a property, classified as fixed assets under previous GAAP, having carrying value of Rs. 0.74 crores, and recorded profit on such sale amounting to Rs. 40.85 crores (net of incidental selling expenses amounting to Rs. 3.04 crores). In our opinion, the significant risks and rewards of ownership of the said property were not transferred when such sale was recognised, and therefore, recognition of such sale and the accounting treatment followed by the Company were not in accordance with the principles of Indian Accounting Standard (Ind AS) 16, Property, Plant and Equipment.

Our report on the financial results for the quarter and year ended 31 March 2018 was also qualified in respect of the above matter.

During the current year, the said property was re-assigned to the Company by the buyer, and thereafter, significant risks and rewards in respect of the said property have been transferred to another buyer through a separate sale transaction for a consideration of Rs. 23.51 crores. However, instead of recognition of sale of this property in accordance with the principles of Ind AS 16, Property, Plant and Equipment, the Company has recorded only the differential amount between the said consideration and balance receivable amounting to Rs. 22.40 crores from the earlier incorrectly recognised sale, as profit on sale of property, plant and equipment.

Had the Company followed the principles of Ind AS 16, and corrected the aforementioned errors relating to incorrect recognition of sale, in earlier year, of the said property in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors, and subsequently recorded the sale of such property in the year ended 31 March 2019 as per the principles of Ind AS 16, exceptional item (income), representing gain on sale of property, plant and equipment, for the quarter and year ended 31 March 2019 would have been higher by Nil and Rs. 22.79 crores respectively (quarter ended 31 December 2018: Nil, quarter and year ended 31 March 2018: Nil) while depreciation expense for the quarter and year ended 31 March 2019 would have been higher by Nil and Rs. 0.02 crores respectively (quarter ended 31 December 2018: Nil, quarter ended 31 March 2018: Rs. 0.01 crores, year ended 31 March 2018: Rs. 0.04 crores). The balance consideration receivable from the buyer in the first sale transaction amounting to Rs. 22.40 crores would have been adjusted against opening balance of retained earnings as at 1 April 2017. The resulting impact on retained earnings as at 31 March 2019 would be Nil (31 March 2018: Rs. 37 .58 crores).

Our report on the financial results for the quarter and nine-month period ended 31 December 2018 was also qualified in respect of the above matter.

• 1. In our opinion and to the best of our information and according to the explanations given to us, the standalone financial results:
• (i) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular CIR/CFD/FAC/62/2016 dated 5 July 2016, in this regard except for the effects of the matter as described in paragraph 3; and

Page 2 of 3

Walker Chandiok ~Co LLP

AGC Networks Limited

Independent Auditor's Report on Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(ii) give a true and fair view of the standalone net profit (including other comprehensive income) and other financial information in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act for the year ended 31 March 2019 except for the effects of the matter as described in paragraph 3.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013

(./ ~Nw.

Nikhilesh Nagar Partner Membership No. 079597

Place: Mumbai Date: 29 May 2019

Page 3 of 3

AGC NETWORKS LIMITED

Registered Office :- Equinox Business Park (Peninsula Techno Park), Off Sandra Kurla Complex,

LBS Marg, Kurla (West), Mumbai - 400070.

STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER I YEAR ENDED 31 MARCH 2019

	Particulars		QuendedarterUnaudited
Sr.'No
		31/03/2019(Refe21oter n	31/1212018	31103/2018(Refer2)oten	Audite31103/2019	d31/03/2018
1	Income
	(a)Rfroionratevenuem opes	73.56	90.93	91.38	306.85	303.39
	(b)Othincerome	0.98	1.48	0.03	6.25	5.30
	Totalincome	74.54	92.41	91.41	313.10	308.69
2	Expenses
	(a)Cofialsostterndntsdmaacomponeconsume			-	-	0.27
	(b)Purchofasestock-ln-trade	23.77	39.47	36:29	115.48	129.55
	(c)Ces in iiesofhatord srk-lk-ln-frangnvenantccwcn-proqressce	1.35	1.26	(0.90)	5.39	(11.46)
	(d)Servichae crges	26.10	27.68	23.66	98.09	81.79
	(e)Emplobenefitse (t)yeeexpensne	11.13	10.49	13.16	45.87	46.27
	(f)Fintsance cos	3.60	4.41	4.95	17.05	20.90
	(g)De<:iationdlsalioortpren aamn expense	0.45	0.52	0.55	2.01	2.13
	(h)Otherexpenses	7.69	6.20	5.91	33.60	26.02
	Totalexpenses	74.09	92.03	63.62	317.49	297.47
J	Profit/{loss)befotionalited t(1·2)reexcepmsanax	0.45	0.38	97.7	(4.39)	11.22
4	Exptial ite• I(referte 6)ceonmsncomeno	(1.50)		(0.61)	(5.67)	(20.52)
5	Profitbeft{3-4)ore	1.95	0.38	8.40	1.28	31.74
6	Tax expense				-
7	rofitfortheriod(5·6)Net pe p	1.95	0.38	8.40	1.28	31.74
8	/(loOtherehsive inss}r compencome	0.06	(0.20)	(0.09)	0.63	{0.90)
9	TotalrehsivIncfortheriod(7+8)compeneomee p	2.01	0.18	6.31	2.11	30.84
10	l (fah)uityshpitalueofRs.10Paid-ueqarecacevaeacp	29.74	29.74	28.47	29.74	26.47
11	Othityerequ				63.05	57.04
12	Earningsl{loss}haofRs.10chbefptionaliteper sreeaoreexcems:
	Basic(inRs.)	0.15•	0.13"	2.74"	(1.50)	3.94
	Diid (In Rs.)ute	0.15'	0.13"	2.11·	(1.50)	3.91
	Earninhaf Rs. 10 eh afteptil itegsper sre oacr exceonams:
	Basic(in Rs.)	0.67•	0.13•	2.95'	0.44	11.15
	Diluted(in.)Rs	0.66.	0.13'	2.93"	0.44	11.06

StdaloBalashtannenceee		(Rin)s.crores
	Stdalonane
Partilacurs	Audidte
	31/03/2019	31/03/2018
ASSETS
Nnteton-curreasss
Prlandiptynttoper, paequmen	7.70	7.89
Othinibletatserngasse	0.78	1.47
Fincialtsanasse
Insttvemen	48.72	48.72
Tradivablerecees	-	0.32
Loans	1.46	2.60
Othfiial aeternancsss	1.03	1.89
C(n)nttatseturrexasse	62.25	.9757
Othnteternon-curreasss	5.85	5.82
Tol ntanteton-curreasss	127.79	126.68
Cnteturreasss
Invrietoens	16.18	22.45
Fiial aetnancsss
Tdeivablrarecees	93.92	103.64
Chdshivaltsasancaequen	0.73	0.86
othebankbalrances	2.76	0.84
Loans	25.57	2.05
Othfiial aeternancsss	22.88	37.12
Othntetercurreasss	54.20	44.99
Tol ctanteturreasss	21246.	211.95
TOT ALASSETS	344.03	338.63
EQSUITYANDLIABILITIE
Equity
Equihaitaltysrecap	29.74	28.47
Othityerequ	63.05	57.04
Tol eitytaqu	92.79	85.51
Liabilities
Nliabilitienton-curres
Fiial liabilitienancs
Othfiial liabilitieernancs	0.52	505.
Prisioovns	6.31	6.69
Othliabilitiesnternon-curre	12.63	5.09
Tol nliabilitietanton-curres	19.46	17.28
Cliabilitienturres
Fiial liabilitienancs
Boinrrowgs	98.04	117.27
Tdeablerapays	83.11	64.78
Ofithial liabilitieernancs	14.85	16.34
Prisioovns	0.65	0.79

Other current liabilities 35.13 36.66 Total current liabilities 231.78 235.84

TOTAL EQUITY AND LIABILITIES 344.03 338.63

Notes:

• 1} These financial results have been prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 ("Ind AS") prescribed under Section 133 of the Companies Act. 2013 read with rule 3 of the Ind AS and Companies (Indian Accounting Standards} (Amendments} Rule, 2016.
• 1. Figures for the quarter ended 31 March 2019 and 31 March 2018 are the balancing figures between the audited figures in respect of the full financial year and the unaudited published year to date figures up to the third quarter of the current and previous financial year.
• 1. The above results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 29 May 2019. These results have been prepared on the basis of audited standalone financial statement for the year ended 31 March 2019.
• 1. The Company declared the dividend of Re.1 per Non-Convertible Redeemable Preference Share ("NCRPS") having face value of Rs. 100 each which was approved at annual general meeting held on 1 August 2018.
• 1. The Board at its meeting held on 12 August 2014 allotted 1,500,000 NCRPS having face value of Rs.100 each for the period of 7 years. On 30 March 2018, the Company received approval from the preference shareholders for extension of term by 5 years post expiry of original term of 7 years. Further, pursuant to the shareholders approval and in principle approval from the stock exchanges, the nature and terms of the NCRPS were changed to compulsory convertible preference shares ("CCPS"}. Subsequently on 31 August 2018, Company has alloted equity shares on account of conversion of the CCPS as per pricing formula prescribed under the SEBI (Issue of Capital and Disclosure Requirements} Regulations, 2009 at a price of Rs. 118 per equity share.

6) Exceptional items:

					IRs. i]n crores
Particulars	Qudedarteren			Yededaren
	31/03/2019	31/12/2018	31/03/2018	31/03/2019	31/03/2018
f p/nofer(a))Rel oisioainstobleteinginvtor[reoteversarovnagson-movenyn	(1.50)	-	-	(3.65)	(12).08
Rel of rt [refte(b)]versaenerno	-	-	-	-	(5.21)
Intincainleoflanndipmststrtyt at[referote(c))ereomeagsaprope, pequenn	-	-	(0.61)	(0.91)	(3.23)
Profitleoflanndipm[refer(d}Irtyt aentoteonsaprope, pequn	-	-	-	(1.11)	-
	(1.50)	-	(0.61)	(5.67)	(20.52)

(a) Represents reversal of inventory provisions made in earlier years to reflect lower of cost and net realisable value. The Company has entered into an agreement with a buyer for sale of these inventories.

(b) Represents reversal of rent liability pertaining to earlier years, as a result of settlement with the lessor.

(c} Represents interest income on sale consideration receivable from the erstwhile buyer with respect to sale of property situated at Gandhinagar.

(d) Represents profit on sale of property, plant and equipment situated at Gandhinagar.

1. During the year ended 31 March 2015, the Company entered into deed of assignment to transfer all the rights, title and obligations of its land and building situated at Gandhinagar to another company for a consideration of Rs. 44.63 Crores. During April 2015, the lender to whom these assets were provided as security provided its inprincipal approval for the said transfer subject to fulfilment of conditions stated therein. The said transfer was pending approval from the relevant government authority and transfer of legal title that were considered to be procedural in nature. Accordingly, the Company had recognised profit on sale of property, plant and equipment of Rs. 40.85 crores (net of incidental expenses Rs. 3.04 crores) during the year ended 31 March 2015.

During the current year, the. said property was re-assigned to the name of the Company by the buyer since the buyer expressed its inability to get the aforementioned sale deed registered with the relevant government authority. Subsequently, the said property has been transferred to another buyer through a separate sale transaction for a consideration of Rs. 23.51 crores, and the Company has recorded the differential amount of Rs.1.11 crores between the said consideration and balance receivable from the earlier recognised sale, as profit on sale of property, plant and equipment. The amount of consideration already received amounting Rs. 22.23 crores from the erstwhile buyer is not required to be refunded by the Company. The entire transaction stands completed.

1. Previous periods I year figures have been re-grouped and reclassified, wherever necessary, to conform to those of the current period I year.

Place: Mumbai Date : 29 May 2019 CIN : L32200MH1986PLC040652

FOR AND ON BEHALF OF THE BOARD r<--1 --

SANJEEV VERMA WHOLE-TIME DIRECTOR DIN: 06871685