BLACK BOX LIMITED — Capital/Financing Update 2021

Mar 12, 2021

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

AGC Networks Limited

AGC/SD/SE/2021/51

March 12, 2021

Corporate Relationship DepartmentBombay Stock Exchange Limited	Corporate Relationship DepartmentNational Stock Exchange Limited
P.J. Towers, Dalal Street,	Exchange Plaza, Bandra Kurla Complex,
Fort, Mumbai – 400001	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 Z Services Holding Ltd., a BVI business company incorporated in the British Virgin Islands (collectively referred to as "Seller") on 11th March 2021, to acquire 76% of shares of Z Services HQ DMCC ("Target Company being limited liability company incorporated under laws of Dubai Multi Commodities Centre ("DMCC"), for total consideration of approx. USD 3.94 million, payable at the time of closing.

The said acquisition is anticipated to be completed within 60 days of signing the share purchase agreement.

Further, 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" .

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: 2021.03.12

11:49:26 +05'30'

Aditya Goswami Company Secretary & Compliance Officer

Annexure A - Acquisition of Z Services HQ DMCC

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.Z Services HQ DMCC("Target Company ")Limited liability companyincorporated under laws ofDubai Multi Commodities Centre ("DMCC")Presencein DubaiTarget Company isengaged in the business ofproviding services in relation to cloud cybersecurity architecture that includes Web, Email,Cloud Application, Unified Access Management,Cyber Forensic, Security Operation Center,Incident Response and Risk Cyber Security.22Employees including Sales, Operations & SupportstaffConsolidated Revenue FY2020 (12 months ending Dec2020):approx.USD7.24 million.
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 76% shares of the Target Companies.
3.	Industry to which the entity beingacquired belongs	CloudCyberSecurityTechnologySolutions/ServiceProvider
4.	Objects and effects of acquisition(includingbutnotlimitedto,disclosureofreasonsforacquisition of target entity, if itsbusiness isoutside the main line ofbusiness of the listed entity)	The said acquisition of Target Companywill help AGC tostrengthenpresence in Middle Eastregionand also addcloud cybersecuritycapabilities to offer wider range ofservices to our customers.This will also give rise to an opportunity to cross sell to thecurrent customers.
5.	Brief details of any governmentalor regulatory approvals requiredfor the acquisition	Approval from DMCCwill be required.

1.1. Acquisition (including agreement to acquire):

6.	Indicativetimeperiodforcompletion of the acquisition	60 days
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	Approx. USD 3.94millionpayable at the time of closingforpurchase of 76% equity
9.	Percentageofshareholding/control acquired and / or numberof shares acquired	Pursuant to the Share Sale agreement, BlackBox shallacquire 76% of the legal and beneficial interest in theTarget Company.
10.	Brief background about the entityacquired in terms of products/lineofbusinessacquired,dateofincorporation, history of last 3years turnover, country in whichthe acquired entity has presenceandanyothersignificantinformation (in brief)	i.TargetCompaniesprovideawiderangeofSolutions/ServiceOfferingslargelyclassifiedintoEnterprise and SME Services --Secure Web Gateway As a Service (Web Security)-cloud access security broker (CASB).-Email security-Email archiving-Security guest WIFI-Cyber security awareness-Web Protect-Multi factor authii.Line of Business: Target Companies are InformationTechnology Solutions/Service Provideriii.Dateof Incorporation:-Z ServicesHQ DMCC (formed in June 2020)-Historyof Turnover:Consolidated turnover-Year ended December 2020:approx.USD 7.24million.-Year ended December 2019:approx.USD 5.88million.iv.Presence: UAE; Customers across MENA

Digitally signed by Aditya Goswami DN: cn=Aditya Goswami, c=IN, o=AGC Networks Limited Date: 2021.03.12 11:49:02 +05'30'