AGC Netwotkl Limited Equinox BoSllleSS Pai1( Tower I, Off BKC LBS Matg, Kufla (West) Mumbat 400 070 India T +91 22 6661 7272 WWW.llQCnenoooitm

AGC/SD/SE/2020/11

February 14, 2020

Relationship Department Corporate Bombay Stock Exchange Limited P.J Towers, Dalal Street Fort, I Mumbai - 400001	I Corporate Relationship Department National Stock Exchange Limited Exchange Plaza, Bandra Kurla Complex, 1 Bandra (East), Mumbai - 400 OS'!:_

Sub.· Outcome of the Board Meeting held on February 14, 2020 & Unaudited Financial Results of the Company (Standalone and Consolidated) for the quarter/period ended December 31, 2020 Ref.: Scrip code BSE. 500463/NSE: AGCNET

Dear Sir/Madam,

With reference to our letter no. AGC/SD/SE/2020/09 dated February 7, 2020 regarding meeting of the Board of Directors ("the Board"} of the Company and pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board at its meeting held on Friday, February 14 2020. has inter-aha·

Considered and approved the Unaudited Financial Results of the Company (Standalone and Consolidated) for the quarter/period ended December 31, 2019; and
Approved the allotment of 7,000 equity shares to one of the ESOP holder pursuant to "AGC Networks [mployccs Stock Option Scheme 2015" ("ESOP Scheme"} Consequently, as on February 14, 2020, the Issued, Subscribed and Paid-up Capital of the Company stands increased to Rs 29,74,46,490/- divrded into 2,97,44,649 Equity Shares of Rs. 10/- each.
Considered and Approved re-appointment of M/s. RMJ & Assciates LLP, Chartered Accountants as Internal Auditors of the Company for a period of 6 months commencing from April 1, 2020.

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

a. Unaudited Standalone and Consolidated financial Results of the Company, for the quarter/period ended December 31, 2019;
b. limited Review Report on the Unaudited Standalone and Consolidated Financial Results of the Company, tor the quarter/period ended December 31, 2019

The Board Meeting commenced at 1.-l.: /5.p..cnand concluded at ;1., ~':I .. <?. f m.

This is for your information, record and necessary action.

Thanking You, ~or k.s For AGc Networks umited ~a~.,. . < . -a

Aditya~ J,;

Company Secretary & Compliance""""'-«"'"'""" Encl: As above

~ ~ Murooa1 l

Walker Chandiok Bl Co LLP

Walker Chandlok & Co LLP 16th Floor, Tower II, lndiabulls Finance Centre. SB Marg, Elphlnstone (W) Mumbal-400 013 India

T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of AGC Networks Limited

1. We have reviewed the accompanying statement of standalone unaudited financial results ('the Statement') of AGC Networks Limited ('the Company') for the quarter ended 31 December 2019 and the year to date results for the period 1 April 2019 to 31 December 2019, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.
1. The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under Section 133 of the Companies Act, 2013 ('the Act'), and as per the presentation requirements of SEBI Circular CIR I CFD I FAC I 62 I 2016 dated 5 July 2016, (hereinafter referred to as 'the SEBI Circular'), and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit oonducted in accordance with the Standards on Auditing specified under Section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
1. As stated in Note 7 to the accompanying standalone financial results, during the previous year ended 31 March 2019, the Company had recorded only the differential amount of Rs 1.11 Crores, as profit on sale of property, plant and equipment. being the difference between the sale consideration of a certain property re-assigned to a new buyer and the outstanding receivable from an earlier sale transaction incorrectly recorded without the transfer of risks and rewards of ownership of such property in the year ended 31 March 2015.

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AGC Networks Limited

Had the Company followed the principles of Ind AS 16, Property, Plant and Equipment, 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, exceptional item (income), representing gain on sale of property, plant and equipment, for the nine months ended 31 December 2018 and for the year ended 31 March 2019, would have been higher by Rs. 22.79 Crores, while depreciation expense for the nine months ended 31 December 2018 and for the year ended 31 March 2019 would have been higher by Rs. 0.02 Crores.

Our reports on the standalone financial results for the quarter ended 30 September 2019, quarter and nine months ended 31 December 2018 and ',!ear ended 31 March 2019 were also qualified in respect of the above matter, and accordingly, our conclusion on the accompanying standalone financial results for the quarter and nine months ended 31 December 2019 is also qualified with respect to the effects of this matter on the comparability of current and corresponding figures in the accompanying standalone financial results.

Based on our review conducted as above, except for the effects of the matter described in paragraph 4 above. nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and as per the presentation requirements of the SEBI Circular, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.

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

Nikhilesh Nagar Partner Membership No. 07g597

UDIN No: N00'3-9\59 3-A AAAAC.. i88-L.)

Place: Mumbai Date: 14 February 2020

AGC NETWORKS LIMITED

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

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2019

	Sr. No. Particulars		Quarter ended		Nine months ended		(Rs. In Crores) Year ended
			Unaudited		Unaudited		Audited
		31/12/2019	30/09/2019	31/12/2018	31/12/2019	31/12/2018	31/03/2019
1	Income
	(a) Revenue from operations	62.04	78.56	90.93	222.41	233.29	306.85
	(b) Other income	1.18	1.06	1.48	3.52	5.27	6.25
	Total income	63.22	79.62	92.41	225.93	238.56	313,10
$\mathbf{2}$	Expenses
	(a) Purchase of stock-in-trade	23.58	29.50	39.47	98.79	91.71	115.48
	(b) Changes in inventories of work-in-progress and stock-in-trade	(4.47)	5.11	1.26	(6.54)	4.04	5.39
	(c) Service charges	26.75	25.62	27.68	75.98	71.99	98.09
	(d) Employee benefits expense (net)	7.98	7.85	10.49	27.77	34.74	45.87
	(e) Finance costs	4.84	4.46	4.41	13.98	13.45	17.05
	(f) Depreciation and amortisation expense	1.91	1.85	0.52	5.62	1.56	2.01
	(g) Other expenses	6.65	10.69	8.20	23.81	25.91	33.60
	Total expenses	67.24	85.08	92.03	239.41	243.40	317.49
3	(Loss) / profit before exceptional items and tax (1-2)	(4.02)	(5.46)	0.38	(13.48)	(4.84)	(4.39)
$\boldsymbol{A}$	Exceptional items - income (refer note 6)	u.	$\sim$	$\sim$	$\sim$	(4.17)	(5.67)
5	(Loss) / profit before tax (3-4)	(4.02)	(5.46)	0.38	(13.48)	(0.67)	1.28
$\ddot{\sigma}$	Tax expense						$\sim$
$\overline{7}$	Net (loss) / profit for the period (5-6)	(4.02)	(5.46)	0.38	(13.48)	(0.67)	1.28
8	Other comprehensive (loss) / income	(0.16)	0.10	(0.20)	(0.51)	0.77	0.83
$\overline{9}$	Total comprehensive (loss) / income for the period (7+8)	(4.18)	(5.36)	0.18	(13.99)	0.10	2.11
10	Paid-up equity share capital (face value of Rs.10 each)	29.74	29.74	29.74	29.74	29.74	29.74
11	Other equity						63.05
12	(Loss) / earnings per share of Rs.10 each before exceptional items
	Basic (in Rs.)	$(1.35)$ ^*	$(1.84)$ ^*	$0.13*$	$(4.53)^*$	$(1.67)$ ^*	(1.50)
	Diluted (in Rs)	$(1.35)^{*}$	$(1.84)$ ^*	$0.13*$	$[4.53]$ *	$(1.67)$ ^*	(1.50)
	(Loss) / earnings per share of Rs 10 each after exceptional items
	o. Basic (in Rs.)	$(1.35)^*$	$(1.84)$ ^*	0.13"	$(4.53)^*$	$(0.23)$ ^*	0.44
	Diluted (in Rs.)	$(1.35)$ ^*	$(1.84)$ ^*	$0.13*$	$(4.53)$ ^*	$(0.23)$ ^*	0.44

$\omega^2$

$\sim 14$

Notes:
1) The effect of 626,262 potential equity shares outstanding as at 31 December 2019, 30 September 2019 and 31 March 2019 is anti-dilutive and thus these shares are not considered in determining diluted (loss) /
earn

2) Tax impact on exceptional items has not been considered for the purpose of reporting (loss) / earnings per share.

Notes:

$1)$ These standalone financial results have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 3 of the Ind AS and Companies (Indian Accounting Standards) (Amendments) Rules, 2016.
The above standalone results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 14 February 2020. The $2)$ auditors have carried out a limited review of these unaudited standalone financial results.
The Board at its meeting held on 12 August 2014 allotted 1,500,000 1% Non-Cumulative Non-Convertible Redeemable Preference Share ("NCRPS") having face value of $3)$ 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 0.01% Compulsory Convertible Preference Shares ("CCPS"). Subsequently on 31 August 2018, Company has allotted 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.
4) The members of the Company at the annual general meeting held on 1 August 2018, approved the re-classification of authorised share capital where-in authoritised preference share capital was re-classified to Rs. 100 Crores comprising of 5,000,000 cumulative / non-cumulative redeemable preference shares of Rs. 100 each and 5,000,000 convertible preference shares of Rs. 100 each.

The Company declared the dividend of Re.1 per NCRPS having face value of Rs.100 each which was approved at annual general meeting held on 1 August 2018.

6) Exceptional items:

		Quarter ended			Nine months ended	(Rs. in Crores) Year ended
Particulars	Unaudited Unaudited				Audited
	31/12/2019	30/09/2019	31/12/2018	31/12/2019	31/12/2018	31/03/2019
Reversal of provision against obsolete / non-moving inventory [refer note (a)]					(2.15)	(3.65)
Interest income against sale of property, plant and equipment [refer note (b)]					(0.91)	(0.91)
Profit on sale of property, plant and equipment [refer note (c)]					(1.11)	(1.11)
					(4.17)	(5.67)

(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 interest income on sale consideration receivable from the erstwhile buyer with respect to sale of property situated at Gandhinagar. (c) Represents profit on sale of property, plant and equipment situated at Gandhinagar.

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 year ended 31 March 2019 in September quarter, 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 had been transferred to another buyer through a separate sale transaction for a consideration of Rs. 23.51 Crores, and the Company had recorded the differential amount of Rs.1.11 Crores between the said consideration and balance receivable as at re-assignment date 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 as at re-assignment date from the erstwhile buyer is not required to be retunded by the Company. The entire transaction stands completed.

8) Adoption of new accounting standard on leases - Ind AS 116

The Company has adopted Ind AS 116 "Leases", effective 1 April 2019, using modified retrospective approach as a result of which comparative information is not required to be restated. The Company has discounted lease payments using the incremental borrowing rate as at 1 April 2019 for measuring lease liabilities at Rs. 20.39 Crores and accordingly recognised right-of-use assets at Rs. 19.06 Crores (after adjusting prepaid lease rent) by adjusting retained earnings by Rs. 1.33 Crores, as at the aforesaid date. In the standalone statement of profit and loss for the current period, the nature of expenses in respect of operating leases are recognised as amortisation of right-of-use assets and finance cost, as compared to lease rent in previous periods, and to this extent results for the current period are not comparable

The impact of adopting Ind AS -116 on the standalone financial results for the quarter / nine months ended 31 December 2019 is as follows:

						(Rs. in Crores
Particulars		Quarter ended				Nine months ended
	31/12/2019 (Erstwhile) basis)	31/12/2019 $AS -116$	Increase / (As per Ind (decrease) in profit	31/12/2019 (Erstwhile) basis)	31/12/2019 (As per Ind. $AS - 116$	Increase / (decrease) in profit
Finance costs	4.09	4.84	(0.75)	11.68	13.98	(2.30)
Depreciation and amortisation expense	0.38	1.91	(1.53)	1.24	5.62	(4.38)
Other expenses	8.65	6.65	2.00	29.53	23.81	5.72
Loss before tax	(3.74)	(4.02)	(0.28)	(12.52)	(13.48)	(0.96)

9) As on 1 April 2019, Company had 5 directors on board. Company has appointed sixth director in the board meeting held on 14 August 2019.

As on 1 April 2019, the Company had not appointed at least one of its independent directors as a director on the board of director of its unlisted material subsidiary entities $10)$ incorporated outside India. The Company had appointed its independent directors as director on the board of directors of these unlisted material subsidiary entities incorporated outside India during the quarter ended 30 September 2019.
11) Previous periods / year figures have been re-grouped and reclassified, wherever necessary, to conform to those of the current period.

FOR AND ON BEHALF OF THE BOARD

SANJEEV VERMA WHOLE-TIME DIRECTOR DIN: 06871685

Walker Chandlok & Co LLP 16th Floor, Tower II, lndiabulls Finance Centre, SB Marg, Elphlnstone (W) Mumbai· 400 013 India

T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of AGC Networks Limited

1. We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement') of AGC Networks Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), (refer Annexure 1 for the list of subsidiaries included in the Statement) for the quarter ended 31 December 2019 and the consolidated year to date results for the period 1 April 2019 to 31 December 2019, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). including relevant circulars issued by the SEBI from time to time.
1. This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under Section 133 of the Companies Act, 2013 ('the Act'), and as per the presentation requirements of SEBI Circular CIR I CFO I FAC I 62 I 2016 dated 5 July 2016 (hereinafter referred to as 'the SEBI Circular'), and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries. primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under Section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the SEBI Circular CIR I CFD I CMD1 / 44 / 2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), to the extent applicable.

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