BLACK BOX LIMITED — Capital/Financing Update 2020

May 31, 2020

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

AGC/SD/SE/2020/41

May 31, 2020

Corporate Relationship Department	Corporate Relationship Department
Bombay Stock Exchange Limited	National Stock Exchange Limited
P.J. Towers,Dalal Street,Fort, Mumbai –400001	Exchange Plaza, Bandra Kurla Complex,Bandra East, Mumbai -400051

Subject: Intimation under Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Acquisition

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

Dear Sir/Madam,

In accordance with the provisions of Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform you that Black Box Holdings Limited (hereinafter referred to as "Acquirer" or "Black Box"), Indirect Wholly-Owned Subsidiary of AGC Networks Limited ("the Company"), has entered into a Share Sale Agreement with Mr. Abizer Leelwalla Sajjad Hussain and Mr. Albert Raj Naricitti Peter (collectively referred to as "Sellers") today i.e. on May 31, 2020, to acquire all shares of Fujisoft Technology LLC ("Target Company 1") (Dubai), Fujisoft Security Solutions LLC ("Target Company 2")(Dubai) and Fuji Soft Technology LLC ("Target Company 3")(Abu Dhabi) (collectively referred to as "Target Companies") being limited liability companies incorporated under laws of UAE, for total consideration of AED 9,866,353 (UAE Dirhams Nine Million Eight Hundred Sixty Six Thousand Three Hundred and Fifty Three Only) with 50% of the consideration payable at the time of closing and the balance as deferred consideration payable 25% of the consideration after 9 months and the remaining 25% of the consideration after 18 months.

The said acquisition is anticipated to be completed within 6 months.

In terms of SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 the requisite details of the forgoing acquisition in the prescribed format are attached herewith as "Annexure A".

Further, the attached is the press release issued today as a Global Newswire with respect to the aforesaid acquisition, for your information and record.

This is for your information, record and necessary action.

Thanking You, For AGC Networks Limited Aditya Goswami Digitally signed by Aditya Goswami DN: cn=Aditya Goswami, c=IN, o=AGC Networks Limited Date: 2020.05.31 20:22:53 +05'30'

Aditya Goswami Company Secretary & Compliance Officer Membership No: A27365

Annexure A - Acquisition of FujiSoft MEA entities

Details which a listed entity needs to disclose for the events that are deemed to be material as specified in Para A of Part A of Schedule III of Listing Regulations:

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring:

Sr.No.	Particulars	Details
1.	Name of the target entity, detailsin brief such as size, turnover etc.	1.Fujisoft Technology LLC("Target Company 1") (Dubai),2.Fujisoft Security Solutions LLC ("Target Company2")(Dubai), and3.Fuji Soft Technology LLC ("Target Company 3")(AbuDhabi),collectively referred to as "Target Companies"•Limited liability companies incorporated under laws ofUAE
		•Presencein Dubai and Abu Dhabi•Target Companies are engaged in the business ofprovidingservicesinrelationtoinformationtechnologysolutions,computersystem&communications equipment software trading, internalcommunication network installations & maintenance,web-designing, computer systems housing servicesand related and ancillary services•Consolidated Revenue forthe 3 entitiesFY2019(12months ending Dec 2019): AED 46.46mn.
2.	Whether the acquisition would fallwithin related party transaction(s)andwhetherthepromoter/promoter group/ group companieshave any interest in the entitybeing acquired?If yes, nature of interest and detailsthereof and whether the same isdone at"arm's length";	The acquisition does not fall under the related partytransactions.Black Box Holdings LimitedCayman Islands ("BlackBox"),indirectwholly-ownedsubsidiaryofAGCNetworksLimited, will acquire all shares of the Target Companies.
3.	Industry to which the entity beingacquired belongs	CommunicationTechnology Solutions/ServiceProvider
4.	Objects and effects of acquisition(includingbutnotlimitedto,disclosureofreasonsforacquisition of target entity, if itsbusiness is outside the main line ofbusiness of the listed entity)	Presently, BlackBox doesnot have presence in the MiddleEastregion(MEA).ThesaidacquisitionofTargetCompanies will help Black Box to establish presence inMiddle Eastregionand also add Datacentre portfolio andcapabilities to offer wider range of services to ourcustomersThis will also give rise to an opportunity to cross sellbetween the current customers of Blackbox and TargetCompanies.

1.1. Acquisition (including agreement to acquire):
----------------------------------------------------	--

Accelerating Business

5.	Brief details of any governmentalor regulatory approvals requiredfor the acquisition	Approval from Department of Economic Development inDubai for companies in Dubai and Approval from AbuDhabi Department of Economic Development for thecompany in Abu Dhabi will be required.
6.	Indicativeforperiodtimecompletion of the acquisition	6 months
7.	Nature of consideration - whethercash consideration or share swapand details of the same	Cash Consideration
8.	Cost of acquisition or the price atwhich the shares are acquired	AED 9,866,353 (UAE Dirhams Nine Million Eight HundredSixty Six Thousand Three Hundred and Fifty Three Only)with 50% of the consideration payable at the time ofclosing and the balance as deferred consideration payable25% of the consideration after 9 months and the remaining25% of the consideration after 18 months.
9.	Percentage of shareholding$\prime$control acquired and / or numberof shares acquired	Pursuant to the Share Sale agreement, Black Box shallacquire 100% of the legal and beneficial interest in theTarget Companies.
10.	Brief background about the entityacquired in terms of products/lineof business acquired, date ofincorporation, history of last 3years turnover, country in whichthe acquired entity has presenceandanyothersignificantinformation (in brief)	i.Companies provide awideofTargetrangeSolutions/Service Offerings largely classified into:Infrastructure Solutions$\overline{\phantom{a}}$Cloud Computing & Virtualization Solutions$\overline{\phantom{a}}$Information & Collaboration Services$\overline{\phantom{a}}$Software & Consulting Services$\overline{\phantom{a}}$Information Security Solutions$\overline{\phantom{a}}$Physical Security Solutions$\overline{\phantom{a}}$Retail & Distribution Services;$\overline{\phantom{a}}$Support Services;$\overline{\phantom{a}}$Customer Experience Management Service;$\overline{\phantom{a}}$Workforce Optimization Solutions;$\overline{\phantom{a}}$Unified communication and collaboration Solutions;$\overline{\phantom{a}}$andReporting and analytics Services$\overline{\phantom{m}}$Line of Business: Target Companies are Informationii.Technology Solutions/Service Provideriii. Date of Incorporation:Fuji Soft Technology LLC (Dubai) - It was established asa limited liability company in Dubai, UAE withCommercial Registration No. 68233. Its CommercialLicense No. 535177 was initially issued on 23 June 2002Fuji Soft Security Solutions LLC (Dubai) - It wasestablished as a limited liability company in Dubai, UAEwith Commercial Registration No. 1116582. ItsCommercial License No. 689685 was initially issued on30 May 2013Fuji Soft Technology LLC (Abu Dhabi) - It wasestablished as a limited liability company in Abu Dhabi,UAE with Commercial License No. CN-2649312. The

Commercial License was initially issued on 7 November2019
iv. History of Turnover: Consolidated turnover for the 3entitiesYear ended December 2019:AED 46.46 mnYear ended December 2018: AED 42.23 mnYear ended December 2017: AED 47.45 mn
Presence: UAEv.

AGC Networks To Acquire Fujisoft in Middle East

Proposed acquisition is subject to approval from Department of Economic Development in Dubai and from Abu Dhabi Department of Economic Development for the company in Abu Dhabi.

Mumbai, India / Dallas, Texas / Pittsburgh, Pennsylvania: May 31, 2020: AGC Networks Limited, (BSE: 500463 and NSE: AGCNET), a Global Solutions Integrator today announced that it will be acquiring Fujisoft (along with its associated companies in UAE) through its indirect subsidiary - Black Box Holdings Limited Cayman Islands. Fujisoft is a technology company committed to bringing the best possible technology solutions to customers in the region. The proposed acquisition is subject to approval from the Department of Economic Development in Dubai and from Abu Dhabi Department of Economic Development for the company in Abu Dhabi.

The acquisition of Fujisoft will substantially increase and strengthen AGC's presence and offerings in the MEA region. This will also enhance the current solution portfolio of AGC and Black Box across Cloud Computing & Virtualization, Cyber Security, Managed SoC & NoC, Managed Services, Data

Center and Collaboration solutions. "We are excited to welcome Fujisoft team members as part of the AGC family," said Sanjeev Verma, Executive Director and CEO of AGC Networks and President and CEO of Black Box Corporation. "This acquisition accelerates our expansion in MEA region. In our pursuit to remain the customer's trusted partner in providing technology solutions and services, the combination of Fujisoft and AGC will strengthen our relationship and relevance with our combined customers in the region." Verma continued.

Albert Raj, Managing Director, Fujisoft said "This acquisition is a logical next step that creates substantial value for customers and stakeholders of both AGC and Fujisoft. It will truly benefit customers and business partners through expanded product portfolio and service excellence in the Middle East region and beyond."

Deepak Kumar Bansal, Chief Financial Officer, AGC Networks said "Bringing Fujisoft under the umbrella of AGC Networks will surely enable customers to garner the cross leverage across AGC and Black Box solution offerings and services support base in the region."

Rohit Himatsingka, Vice President & Head Corporate Development & Strategy, AGC Networks said "Operating within the restrictive parameters of Work from Home during the current COVID times and under the new normal, this challenging and unique acquisition by AGC is in the wake of our focused approach on continuing to be at the forefront to offer the best technology solutions and services in the various markets that we operate in."

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About AGC Networks:

AGC Networks (AGC) is a Global Solution Integrator representing the world's best brands in Unified Communications, Data Center & Edge IT, Cyber Security (CYBER-i), Digital Transformation & Applications including SimpleEdge and Technology Product Solutions (TPS) to evolve the customer's digital landscape.

AGC's ability to tailor solutions across quadrants is strengthened through delivery of seamless Customer Support Services. By providing best in class customized solutions across the globe, AGC is the customer's trusted go-to technology solution integrator to architect, deploy, manage and secure their IT environment to accelerate their business. With dominance in India in the Enterprise Communication space, the combined entity is a strong player in the U.S and Europe markets and has a 4,000 strong team base serving clients worldwide through an expanded offerings portfolio and an extended geographical reach across 30+ countries including North America, Latin America, Europe, Middle East & Africa, Asia Pacific & SAARC countries.

In collaboration with global technology leaders like Avaya, Commscope, McAfee, Palo Alto, Cisco, HPE, Prysm, Trend Micro, Juniper, Fortinet, Nutanix, Verint, UiPath, Poly, Genesys and Mitel among others, AGC delivers domain-focused, flexible and customized technology solutions and seamless services that accelerate customers' business and ensures Return on Technology Investments (ROTI).

AGC Networks is an Essar Enterprise. For more information log on to www.agcnetworks.com

About Fujisoft:

Established in the year 2002 in Dubai, UAE as an Information Technology Solutions and Service provider, Fujisoft specializes in innovative IT solutions such as Information security, Communication & Collaboration, Managed Services, ELV & Security, Enterprise Networking, Cloud Computing and Virtualization, Datacentre, Software and Enterprise Mobility.

The company has grown in its stature through its satisfied customer base and has presence in Abu Dhabi and head office based in Dubai. The growth chart is the culmination of a dedicated sales and service team, rendering their expertise to diversified market segments in the region, with no compromise on the quality of services rendered.

Forward-Looking Statement

All of the statements in this document, other than historical facts, are forward-looking statements and are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from expectations or projections. AGC and Black Box disclaim any obligation or undertaking to update or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Media Contacts: Neelam Kapoor Tel: +91 98197 30611 E-mail: neelam.kapoor@agcnetworks.com Mike Carney Tel: +1 214 258 1612 Email: legal.us@agcnetworks.com

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Registered Office : Equinox Business Park, Tower 1, Off BKC, LBS Marg, Kurla (West), Mumbai 400 070. Maharashtra, India CIN: L32200MH1986PLC040652 T : +91 22 6661 7300 /400 F: +91 22 6704 5888