BLACK BOX LIMITED — Interim / Quarterly Report 2021

Aug 14, 2021

AGC Networks Limited Essar House, 11 Keshavrao Khadye Marg, Opp. Race Course, Mahalaxmi, Mumbai 400 034 T - +91 22 6660 1100 F -+91 22 2354 4331 www.agcnetworks.com

AGC/SD/SE/2021/103

August 14, 2021

To,

Corporate Relationship Department	Corporate Relationship Department
Bombay Stock Exchange Limited	The National Stock Exchange of India Limited
P.J. Tower, Dalal Street,	Exchange Plaza, Bandra Kurla Complex,
Fort, Mumbai 400001	Bandra East, Mumbai 400051

Sub: Outcome of the Board Meeting held on 14.08.2021

Ref: AGC Networks Limited—Script Code: 5000463 NSE Symbol: AGCNET

Dear Sir/Madam,

With reference to our letter no. AGC/SD/SE/2021/102 dated August 13, 2021, regarding the meeting of the Board of Directors ("the Board") of AGC Networks Limited ("the Company") scheduled on August 14, 2021, we wish to inform you that the Board of Directors of the Company, at its meeting held today i.e. on August 14, 2021 has, inter-alia, decided on following business items among others:

• 1. Considered and Approved the Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter/period ended June 30, 2021. Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), we are enclosing herewith the following:
• a) Unaudited Standalone and Consolidated Financial Results of the Company, for the quarter/period ended June 30, 2021; and
• b) Limited Review Report on the Unaudited Standalone and Consolidated Financial Results of the Company, for the quarter/period ended June 30, 2021.
• 1. Allotted 5,000 Equity Shares to eligible employees on exercise of ESOP options granted earlier pursuant to Employee Stock Option Scheme of the Company.
• 1. Considered and approved raising of funds by way of one or more public and / or private and/or right offer, through equity/ equity linked instruments including on Preferential allotment basis, Qualified Institutions Placement ("QIP"), Global Depository Receipts ('GDRs"), American Depository Receipts ("ADRs"), Foreign Currency Convertible Bonds ("FCCBs") fully convertible debentures/partly convertible debentures, preference shares convertible into Equity Shares, and/or any other financial instruments convertible into Equity Shares (including warrants, or otherwise, in registered or bearer form) and/or any security convertible into Equity Shares with or without voting/special rights and/or securities linked to Equity Shares and/or securities with or without detachable warrants with right exercisable by the warrant holders to convert or subscribe to Equity Shares etc. or any combination thereof to Qualified Institutional Buyers ("QIBs") as defined under the SEBI ICDR Regulations in accordance with Chapter VIII of the SEBI ICDR Regulations, or otherwise, foreign/resident investors (whether institutions, incorporated bodies, mutual funds, individuals or otherwise), venture capital funds (foreign or Indian), alternate investment funds, foreign institutional investors, foreign portfolio investors, qualified foreign investors, Indian and/or multilateral financial institutions, mutual funds,

insurance companies, non-resident Indians, stabilizing agents, pension funds and/or any other categories of investors up to an amount not exceeding Rs. 500 Crores in pursuance of the provisions the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in such manner and on such price, terms and conditions in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 or other applicable provisions of the Law.

Further, pursuant to SEBI (Shares Based Employees Benefit) Regulations 2014, please find attached herewith the statement under Regulation 10(c) of the said Regulations.

The Board Meeting commenced at 9:00 PM and concluded at 10.40 PM.

This is for your information, record and necessary dissemination to all the stakeholders.

Thanking you.

Yours Faithfully, For AGC Networks Limited Aditya Goswam i Digitally signed by Aditya Goswami DN: cn=Aditya Goswami, c=IN, o=AGC Networks Limited Date: 2021.08.15 01:20:58 +05'30'

Aditya Goswami Company Secretary & Compliance Officer Encl.: A./a

Notification for issue of shares as per the format prescribed under Regulation 10(c) of SEBI (Shares Based Employees Benefit) Regulations 2014

Sr.	Particulars	Details
No. 1.	Company Name and Address of Registered Office:	AGC Networks Limited Essar House, 11 Keshavrao Khadye Marg, Opp. Race Course, Mahalaxmi, Mumbai 400 034
2.	Name of Stock Exchange where Company's Shares are Listed:	BSE Limited and The National Stock Exchange of India Limited
3.	Filing Date of statement referred in regulation 10(b) of the SEBI (Share Based Employee Benefits) Regulations, 2014 with Stock Exchange:	May 23, 2018
4.	Filing Number, if any:	-
5.	Title of the Scheme pursuant to which shares are issued, if any	AGC Networks Employee Stock Option Scheme 2015 ("ESOP 2015")
6.	Kind of security to be listed	Equity shares
7.	Par Value of shares:	Face value of Rs. 10/- per equity share
8.	Date of issue of shares:	August 14, 2021
9.	Number of shares issued:	5,000 equity shares
10.	Share Certificate Number, if applicable:	Not Applicable as shares are in dematerialized format.
11.	Distinctive Numbers, if applicable:	32531026 to 32536025
12.	ISIN Number of the shares, if issued in Demat:	INE676A01019
13.	Exercise price per share:	5000 equity shares @ exercise price of Rs. 80/- per share;
14.	Premium per share:	Rs. 70/- per equity share
15.	Total Issued shares after this issue:	3,25,33,830 equity shares
16.	Total Issued share capital after this issue:	Rs. 32,53,38,300/- divided into 3,25,33,830 Equity Shares of Rs. 10/- each
17.	Details of any lock-in on the shares :	Nil
18.	Date of expiry of lock-in :	Not Applicable
19.	Whether shares identical in all respects to existing shares?	Yes
	(If No, when will they become identical?)
20.	Details of listing fees, if payable :	Not Applicable

For AGC Networks Limited

Aditya Goswami Digitally signed by Aditya Goswami DN: cn=Aditya Goswami, c=IN, o=AGC Networks Limited Date: 2021.08.15 01:21:36 +05'30'

Aditya Goswami Company Secretary & Compliance Officer Membership No.: A27365 Date: August 14, 2021

Walker Chandiok & Co LLP

11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W), Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Review Report on Standalone Unaudited Quarterly Financial 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 30 June 2021, 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 other accounting principles generally accepted in India and is in compliance with the presentation and disclosure 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. 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.
• 1. Based on our review conducted as 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 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.

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Chartered Acoounlanls

Offices in Benga!uru, Chandigarh, Channai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Deihl, Naida and Puna

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

AGC Networks Limited

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

• 1. We draw your attention to Note 5 to the accompanying Statement, which describes the impact of COVID-19 pandemic on the Company's operations and on accompanying Statement as at reporting date. In view of the uncertainties in the economic environment due to the outbreak of COVID-19 pandemic, the impact on the operations of the Company is significantly dependent on the future developments as they evolve.
• 1. We draw attention to Note 4 to the accompanying Statement, which describes the delay in remittance of import payments and repatriation of proceeds of export of goods and services, aggregating to Rs. 5.71 Crores and Rs. 8.27 Crores, respectively, outstanding as at 30 June 2021 beyond the timelines stipulated under the Foreign Exchange Management Act, 1999 as amended from time to time. The management has filed necessary applications with the appropriate authority for extension of time period and condonation of such delays. The management is of the view that the fine I penalty, if any, that may be levied, are currently unascertainable but not expected to be material and accordingly, no adjustments have been made to the accompanying Statement in respect of the fine I penalty that may be levied on account of such delays.

Our conclusion is not modified in respect of matters reported in paragraphs 5 and 6 above.

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

Bharat Shelly Partner Membership No:106815

UDIN:21106815AAAACV4593

Place: Mumbai Date: 14 August 2021

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Offices in Benga!uru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Puna

Chartered Acoounlanls

AGC NETWORKS LIMITED

Registered Office :- Essar House, 11 Keshavrao Khadye Marg, Opp. Race Course, Mahalaxmi, Mumbai - 400034

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2021

(Rs. In Crores, unless otherwise stated) Quarter ended Year ended Sr. No. Particulars Unaudited Audited 30/06/2021 31/03/2021 30/06/2020 31/03/2021 (Refer note 2l 1 Income (a) Revenue from operations 84.14 74.25 57.67 249.54 (b) Other income 4.81 4.44 1.11 8.47 (c) Gain on foreign currency transactions and translations (net) 0.34 - - - Total income 89.29 78.69 58.78 258.01 2 Expenses (a) Purchase of stock-in-trade 36.52 22.43 18.64 71.19 (b) Changes in inventories of work-in-progress and stock-in-trade 1.92 1.03 0.99 (1.97) (c) Service charges 22.49 28.52 23.53 104.57 (d) Employee benefits expense (net) 8.73 8.90 8.60 32.21 (e) Finance costs 1.19 3.80 4.28 17.01 (f) Depreciation and amortisation expense 0.79 0.94 1.80 5.39 (g) Other expenses 5.01 8.80 7.21 31.47 Total expenses 76.65 74.42 65.05 259.87 3 Profit I (loss) before tax (1 ·2) 12.64 4.27 (6.27) (1.86) 4 Tax expense - - - - 5 Net profit I (loss) for the period I year (3-4) 12.64 4.27 (6.27) (1.86) 6 Other Comprehensive Income I (Loss) 0.18 0.31 (0.13) 0.32 7 Total Comprehensive Income I (Loss) for the period I year (5+6) 12.82 4.58 (6.40) (1.54) 8 Paid-up equity share capital (face value of Rs.1 O each) 32.53 32.53 29.78 32.53 9 Other equity 244.11 10 Earnings I (loss) per share of Rs.10 each : Basic (in Rs.) 3.89* 1.42* (2.11)* (0.62) Diluted (in Rs.) 3.80* 1.40* (2.11)*# (0.62)#

* Not annualised

The effect of 424,705 and 581,641 potential equity shares outstanding as at 31 March 2021 and 30 June 2020, respectively, is anti-dilutive and thus these shares are not considered in determining diluted earnings I (loss) per share.

Notes:

• 1) These interim standalone financial results (the 'Statement') have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).
• 2) Figures for the quarter ended 31 March 2021 are the balancing figures between the audited figures in respect of the full financial year ended 31 March 2021 and the unaudited published year to date figures up to 31 December 2020, which were subjected to a limited review by the statutory auditors.
• 3) The Statement has been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 14 August 2021. The statutory auditors have carried out a limited review of this Statement.
• 4) The outstanding balance of trade payables, trade receivables and other financial assets as at 30 June 2021 includes amount payable aggregating to Rs. 5.71 Crores and amount receivable aggregating to Rs. 2.21 Crores and Rs. 6.06 Crores, respectively, to I from the companies situated outside India. These balances are pending for settlement and have resulted in delay in remittance I collection beyond the timeline stipulated under the Foreign Exchange Management Act, 1999. The Company has filed necessary application with AD Category - I bank ("AD Bank") for extension of time limit on payables aggregating to Rs. 2.48 Crores during the current quarter and on payables aggregating to Rs. 3.23 Crores subsequent to 30 June 2021. Similarly, the Company has filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to Rs. 4.45 Crores during the current quarter and on receivables aggregating to Rs. 3.82 Crores subsequent to 30 June 2021. For all the cases, approval is pending from AD Bank.

Pending conclusion of the aforesaid matter, the amount of penalty, if any, that may be levied, is not ascertainable but not expected to be material and accordingly, the Statement does not include any adjustments that may arise due to such delays.

• 5) COVID-19 pandemic has impacted most economies and businesses globally, including India. The nation-wide lockdown in first half of financial year 2020 substantially impacted economic activity. The easing of lockdown measures subsequently led to gradual improvement in economic activity and progress towards normalcy. However, the extent to which the COVID-19 pandemic, including the "second wave" that has significantly increased the number of cases in India, impact the Statement, will depend on future developments, which are highly uncertain, including among other things, any new information concerning the severity of the COVID-19 pandemic and action to contain its spread or mitigate its impact. The Company has considered the possible effects that may result from the pandemic, on the carrying amounts of trade receivables, inventories, property, plant and equipment, other intangible assets, tax assets, investments and other financial assets and continues to monitor changes in economic conditions. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of this pandemic, the Company, as at the date of approval of this Statement. has used internal and external sources of information and based on current estimates, expects that the carrying amount of these assets will be recovered. The eventual outcome of the impact of the pandemic may be different from those estimated as on the date of approval of this Statement.
• 6) The Company had filed claim before National Company Law Tribunal ("NCL T"), Mumbai, towards recovery of dues from EPC Constructions India Limited ("EPCCIL/Corporate Debtor") on account of services rendered by the Company to EPCCIL during its Corporate Insolvency Resolution Process ("CIRP") period commencing from April 2018.

NCL T vide its order dated 08 June 2021, uploaded on its website on 26 June 2021, has directed EPCCIL to make payment of all outstanding dues to the Company within a period of 3 months from the date of receipt of the aforesaid order and has further directed EPCCIL to continue to pay monthly charges towards services to be rendered by the Company. In view of the said directions of NCL T and considering the principles of waterfall mechanism applicable to CIRP; since the services rendered by the Company form part of CIRP, the dues recoverable on account of such services would rank pari passu with expenditure incurred on the CIRP and will have to be settled on priority. Accordingly, the Company is entitled to receive Rs.10.00 Crores from EPCCIL towards services rendered during the period April 2018 to June 2021, within a period of 3 months from 26 June 2021.

Based on the above order, Company has recognised operating revenue of Rs. 8.51 Crores and interest income of Rs. 1.49 Crores during the quarter ended 30 June 2021.

Place : Dallas, Texas, The United States of America Date : 14 August 2021 CIN : L32200MH1986PLC040652

SANJEEV VERMA WHOLE-TIME DIRECTOR DIN: 06871685 ^>..... ;. ,

Walker Chandiok & Co LLP

11th Floor, Tower II, One International Center, S B Marg, Prabhadevi (W}, Mumbai - 400013 Maharashtra, India T +91 22 6626 2699 F +91 22 6626 2601

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial 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 30 June 2021, 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 other accounting principles generally accepted in India and is in compliance with the presentation and disclosure 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. 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/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33(8) of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), to the extent applicable.

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Cha1leredAcoounlanlo

OHices in Booga/uru, Chandigarh, Chenna\, Gmugram, Hyderabad, Koehl, Kolkala, Mumbai, Now Delhi, Nolda and Fune

Walker Chandlok & Co LLP Is registered with limited liability wllh !denUficaUon number MC-2085 and has !ls registered office at L-41, Connaughl Circus, Outer Circle.New Delhi, 110001, lnd!a

AGC Networks Limited

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

• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review report of the other auditors referred to in paragraph 7 below, 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 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.
• 1. We draw your attention to Note 7 to the accompanying Statement, which describes the impact of COVID-19 pandemic on the Group's operations and on accompanying Statement as at reporting date. In view of the uncertainties in the economic environment due to the outbreak of COVID-19 pandemic, the impact on the operations of the Group is significantly dependent on the future developments as they evolve.
• 1. We draw attention to Note 6 to the accompanying Statement which describes the delay in remittance of import payments and repatriation of proceeds of export of goods and services, aggregating to Rs. 11.43 Crores and Rs. 8.47 Crores, respectively, by the Holding Company, outstanding as at 30 June 2021, beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time. The Holding Company's management has filed necessary applications with the appropriate authority for extension of time period and condonation of such delays. The Holding Company's management is of the view that the fine I penalty, if any, that may be levied, are currently unascertainable but not expected to be material and accordingly, no adjustments have been made to the accompanying Statement in respect of the fine I penalty that may be levied on account of such delays.

Our conclusion is not modified in respect of matters reported in paragraphs 5 and 6 above.

1. We did not review the interim consolidated financial results of one subsidiary included in the Statement, whose interim financial information {before eliminating inter-company transactions) reflects total revenues of Rs. 1,080.91 Crores, total net profit after tax of Rs. 14.20 Crores and total comprehensive income of Rs. 13.92 Crores for the quarter ended on 30 June 2021, as considered in the Statement. These interim consolidated financial results have been reviewed by other auditors whose review report has been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on the review report of such other auditors and the procedures performed by us as stated in paragraph 3 above.

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Offices in lloogah1ru, Chandigath, Cllonnal, Gurugram, Hyderabad, Koehl, Kolkata, Mumbai, Now Delhi, Nolda and Puna

Chattered Aooounlanls

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

Further, this subsidiary is located outside India, whose interim consolidated financial results have been prepared in accordance with accounting principles generally accepted in its country of incorporation and which have been reviewed by other auditors under International Standard on Review Engagements (ISRE). The Holding Company's management has converted the interim consolidated financial results of such subsidiary from accounting principles generally accepted in its country of incorporation to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company's management. Our conclusion, in so far as it relates to the balances, affairs and operations of this subsidiary is based on the review report of other auditors and the conversion adjustments prepared by the management of the Holding Company and reviewed by us.

Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by and the report of the other auditors.

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

Bharat Shetty Partner Membership No:106815

UDIN :21106815AAAACW3272

Place: Mumbai Date: 14 August 2021

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Chartered Aocounlanls

Offices In Boogaluru, Chandigarh, Chennal, Gurugram, Hyderabad, Koehl, Kolkala, Mumbai, New D~hl. Naida and Puna

Walke< Chandlok & Co LLP Is registered with llmlled llabllily with lden~ncallon number AAC-2085 and has Its registered office al l..ft, Connaughl Circus, Ouler Circle, New Oelhl, 110001, India

AGC Networks Limited

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

Annexure 1

List of entities included in the Statement

• a. AGC Networks Pte. Ltd.
• b. AGC Networks Philippines, Inc.
• c. AGC Networks & Cyber Solutions Limited
• d. AGC Networks LLC, Dubai
• e. AGC Networks LLC, Abu Dhabi
• f. BBX Main Inc.
• g. BBX Inc. and its subsidiaries {consolidated)

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Chartered i\oooon1anls

Offioos in Boogaluru, Chandi9aih, Chonnai, Gurugram, Hyderabad, Koclli, Kolkala, Mumbai, NowDo!hl, Noida and Puna

Walker Chandlok & Co LLP Is registered with 11mlled liability with idenllficallan number AAC·2085 and has Its registered office at L-41, Cannaughl Circus, Outer Circle, NewDelhl, 110001, lnd!a

AGC NETWORKS LIMITED

Registered Office :· Essar House, 11 Keshavrao Khadye Marg, Opp. Race Course, Mahalaxmi, Mumbai - 400034

STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2021

			IRs. In Crores, unless otherwise stated!
			Year ended
		Unaudited			Audited
	Sr.No. Particulars	30/0612021	3110312021 (Refer note 2)	30/0612020	31103/2021
				Restated
1	Income
	(a) Revenue from operations	1, 195,22	1,221.20	993.86	4,674.02
	(b) Other income	4.70	2.35	0.96	11.13
	(c) Gain on foreign currency transactions and translations (net)	3.91	-	-	-
	Total Income	1,203.83	1,223.55	994.82	4,685.15
2	Expenses
	(a) Cost of materials and components consumed	0.90	1.23	1.63	5.36
	(b) Purchase of stock-in-trade	436,27	418.20	327.67	1,550.78
	(c) Changes In inventories of work-in-progress, stock-in-trade and finished goods	(21.40)	(16.89)	(11.07)	(15.15)
	(d) Seivice charges	149.23	141.81	132.14	601.09
	(e) Employee benefils expense (net)	474.85	490.29	399.99	1,825.38
	(I) Finance costs	15.15	23.76	22.01	97.91
	(g) Depreciation and amortisation expense	24.33	28.88	22.83	95.56
	(h) Other expenses	101.96	93.23	85.53	354.84
	Total expenses	1,181.29	1,180.51	980,73	4,515.77
3	Profit before loss I (gain) on financial liability, exceptional items and tax 11·2) Loss I (gai	22.54	43.04	14.09	169.38
4	n) on fair value of financial liability	-	23.71	(0,23)	41.70
5	(Gain) on settlement offinancial liability	(13.59)	-	-	-
6	Profit before exceptional Items and tax (3-4-51	36.13	19.33	14.32	127.68
7	Exceptional items - expenses (refer note 4)	3.35	9,82	5,85	31.69
8	Profit before tax {6·71 Tax expense I	32.78	9.51	8.47	95.99
9	(credit)		5.96	3,20	16.25
	• Current tax	1.39 0,27	2.11	(0.16)	1.65
	·Deferred tax Net profit for the period I year {8-9)	31.12	1.44	5.43	78.09
10 11	Other Comprehensive (Loss) / Income	(0.59)	74.16	13.29	115.50
12	Total Comprehensive Income for the period I year (10+11)	30.53	75.60	18.72	193.59
13	Paid-up equity share capital (face value of Rs.10 each)	32.53	32.53	29.78	32.53
14	Other equity				174.17
15	Earnings per share of Rs.10 each before exceptional items:
	Basic (In Rs.)	10.60'	3.76*	3.79*	36.62
	Diluted (in Rs.)	10.35*	3.59*	3.48'	34.43
	Earnings per share of Rs.10 each after exceptional items:
	Basic (In Rs.)	9.57'	0.48'	1.82*	26.05
	Diluted (In Rs.)	9.34*	0.48'#	1.63'	24.49

• No! annualised

Note

Tax impact on exceptional Items has not been considered for the purpose of reporting earnings per share.

The effect of 424,705 potenllal equity shares outstanding as at 31 March 2021 is anti-dilutive and thus these shares are not considered in determining diluted earnings per share.

Notes:

• 1) These interim consolidated financial results (the "Statement") have been prepared In accordance with the Indian Accounting Standards f'lnd AS"} prescribed under section 133 of tho Companies Act, 2013 ('the Act") read mth Rule 3 of lhe Companies (lnd!an Accounting Standards) Rules, 2015 and relevant amendment rules thereaftec and In terms of Regulation 33 of the SEBI (Usting Obligations and Disclosure Requirements) Regulation•, 2015 (as amended).
• 2) Figures for lhe quarter ended 31 March 2021 are the balancing ngures between lhe audited ngures In respect of lhe full financial year ended 31 March 2021 and the unaudited published year to date figures up to 31 December 2020, vmlch were subjected to a llmiled review by the stalutOIY auditors.
• 3) The Statement has been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 14 August 2021. The statutory auditors have cerried out a limited review or lhis Statement.

4) Exceptional Items:

				(Rs In Crores)
		Year ended
		Audited
Particulars	JOT06/2021	31/03/2021	30/06/2020	31/03/2021
		IRefernole 21
			Restated
Provision I (reversal) of severance expenses (refer note (a))	0,50	(1,31)	1.87	8.61
Acquisition cost [refer note (b)J			-	3.08
Foreclosufe of leases (refer note (c)l	2.85	2,51	3.07	10.40
Estimated cost forlegal settlement [refer note (<1)]		6.20	-	6.20
Prepayment charges on loan repayment [refer note (e)J		2.42	-	2.42
COVI0.19 expenses [refer note (f)]			0.91	1.00
	3.35	9.82	5.85	31.69

(a) Represen'-' nel severance cost or BBX Inc. f'BSX:') towards rationalisation of manpower to enhance operational efficiencies.

(b) Represen'-' acquisition related cost or BBXvmich Includes valuation fees, advi•OIY fees, legal and professional fees and consulting fees.

(c) Represents early closure of leases related lo BBX.

(d) Represents estimated cost for legal settlement related to BBlt

(e) Represents prepayment charges to premabJraly exit borromng facilities with Greensi!I, related to BBX.

(f) Represents expenses incurred on COVllJ..19 safely measures v.ilich includes purchase of masks, gloves, sterilisaUon equipment and olhec safely products for employees of BBX.

5) The Statement is prepared In accordance v.ith the requirements of Ind AS 110- 'Consolldaled F!nanclal Statements' specined under section 133 of tho Acl

6) The outstanding balance of trade payables, trade receivables and other financial assets as at 3D June 2021 Includes amounl payable aggregating to Rs. 11.43 Crores and amount recelveble aggregaHng to Rs. 2.41 crores and Rs. e.os Crores~ respectively, ta I from the companies situated outslda India. These balances are pending for settlement end have resulled In delay In remittance/ collection beyond the Umeline stipulated under the Foreign Exchange Management Act, 1999. AGC Networl<s Limiled (the "Holding Company") has filed nemssal}' eppllcatlon with AD Category -1 bank ("AD Bank") for el<lsnslon of time limit on payables aggregating to Rs. 4.70 Crores during lhe current quarter and on payables aggregating lo Rs. 6.73 Crores subsequent to 30 June 2021. Similarly, the Holding Company has filed an application v.ilh AD Bank for extension of time limit for the aforementioned receivables aggregating to Rs. 4.6S Crores during the current quarter and on teceivab!es aggregating lo Rs. 3.82 Crores subsequent to 30 June 2021. For all the cases, approval ls pending from AD Bank.

Pending conclusion of the aforesaid mallet, tho emounl of penally, ii any, that may be lawed, Is not ascertainable but not expected to be material and accordingly, lh• accompanying Statement does not Include any adjuslrnenls that may arise duo to such delays.

• 7) The spread of COVID-19, a pandemic caused by lh• novel Coronavlrus, is having an unprecedented Impact on global economy and way of doing business. Majority of the countries across the WOTld had announced a series of lotk·dO'oYJ"I measures starting In January 2020 which have been extended from time to time. With the change In global circumstances, govemmenls have Issued directives vmlch Indicate calibrated and gradual or complete mthdrawal of loci<down and partial or complete resumption of economic activity depending on the severity of the disruption caused In respective countries. Howevel, the extent to v.ilich the COVID·19 pandemlc, lnciudlng the "second wave" !hat has slgnl~cantly lnaeased the number of cases !n certain countries, Impact lhe Slalemen~ mil depend on future developmenls, vmlch are highly uncertain, Including among other things, any new Information concerning the severity of the COVID-19 pandemic and action to contain!'-' spread or mitigate Its Impact. The Group has considered lhe possible effects that may result from the pandemic, on the carrying amounts of b"ade receivables, Inventories, property, plan! and equipment, other intangible assets, tax assets (induding deferred tex assets), Investments and other financial assets and coritinuas to monitor changes in economic condltions. In developing the assumptions relating to the possible future uncertainties in the economic condiUons because of this pandemlc, the Group, as at the date of approval of lhls Slalement, has used Internal and external sources of lnformaUon and based on currant estimates, expecls lhal the carrying amount or these assets wm be recovered. The eventual outcome of the impact of the pandemic may be different ftorn Ulose esUmated as on the date of approval of thls Statement.
• 8) Black Box Holdings Umlted ("BBHL•), slep-down subsidia'Y of the Holding Company, had entered lnlo a share purchase agreement mth Z Services Holding ltd., a BVI business company incorporated In Ille British Virgin Islands ('seller") on 11 March 2021, lo acquire 78% of shares or Z Services HQ DMCC ("Target Company"), limited liability company Incorporated under laws of Dubai Multi CommodiUes Centre ("DMCC"), ror a Iota! consideration of USO 3,940,0-00, payable on closing of transactionlacqu!sltlon. The acquisition was eariier efrective from 1 April 2D21, and based on the updated terms, lhe revised etrecUva date Is 1July2021.
• S) The Hol<ting Company had n!ed claim before National Company Law Tribunal ("NCLT"), Mumbai, towards recovery of dues from EPC Constructions India Limited f'EPCCIUCorporale Deblol") on account of services rendered by the Holding Company lo EPCCIL during Its Corporate Insolvency Reso1uUon Process ("CIRP") period commencing from April 2018.

NCLT vlde its order dated 08 June 2021, uploaded on !ls website on 26 June 2021, has directed EPCCIL to ma~e payment of all outstanding dues to the Hcldlng Companywithln a pefiad of 3 months from the date of receipt of the aroresaid order and has further directed EPCCIL to conUnue to pay monthly charges towards services lo be rendered by the Holding Company. In 1/law of the said directions of NClT and conslderinp the principles of waterfall mechanism applfcable to CIRP; since lhe secvlces rendered by Iha Holding Company form part of CIRP, the dues recoverable on account of such services would rank peri passu mth expenditure Incurred on the CIRP and will have to be settled on priority. Accordingly, lhe Holding Company !s enHlled to receive Rs.10.00 Crores from EPCCIL towards services rendered during the period April 2018 to June 2021, within a period of 3 months from 26 June 2021.

Based on the above otder, Holding Company has recognised operaUng revenue of Rs. 8.51 Crores and lntorest Income of Rs. 1.49 Crores during the quarter ended 30 June 2021.

1 OJ Restatement on account of prior period errors or omlulon•

Worrants

• a) During the financial year 2018-19, BBX, step-down subsidiary of Holding Company, had entered lnlo a e<edit agreement v.\th Pathlight Capital Fund LLP (the 'lender') to avail C£edit facility amounting lo Rs. 692,57 Crores (USO 97,50 Millon) for Black Box Corporation ('BBC"). Further, as an Inducement and towards partial conslderallon for entering Into Ille Cf8dit agreement, warrants were issued lo the lender, which had a light la purchase common stock of BBC, having par value ()f USO 0.01 per share. BBC, step-down subsidiary of Ille Holding Company, had not accounted for these warrants In Ille relevant period and accordingly accounting Impact was not considered In lhe consolidated financial results of that period,
• b) The Holding Company was required to account financial liability al fair value of warrants IMlh corresponding debit lo debt issuance cost. These warrants should be subsequently measured at fair value through profit or loss at each reporting date In accordance v.ilh Ind AS 109, 'Financial Instruments'. Further, debl Issuance cost sh<luld be amortised over Ille period of loan.

2 Sale and leaseback

• a) Duling the financial year 2019-20, BBC executed an arrangement of sale and leaseback lMth Pitts Properties Inc. ('PPI') .mere BBC ('seller I lessee') agreed to sell and lease back Its land and building with PPI ('purchaser/buyer/ lesser'), The transaction was recorded In Ille books In the relevant period. PPI Is an unrelated party.
• b) Duling the same financial year 2019·20, AGC Networks LLC, USA ("AGC USA"), step-down subsidiary of the Holding Company, had provided financial guarantee to the lender of PPI on beha~ of PPI. BBC had also provided springing guarantee to the lender of PPI which became effective on premature repa~ent by BBC to Pathl!ght in December 2019. It Is construed that PPI raised the money from lls lender against the financial guarantee given by AGC USA ap.art from the security of land and building lo pay BBC towards sales consideration. Accordingly, the !nitfal sale and lease back transaction became Invalid in line v.ilh Ind AS 115, 'Revenue from Contracts v.illl Customers' and Ind AS 116, 'Leases'. This has resulled Into UllWindlng of sale and lease bacll transaction on the inilial date or recognition. Land and building are re-recognized in the books and depreciation is charged as W Ille sale never took place. Financial liability is recognized Jn the books for the amount equivalent to the consideration already received from PPI in respective periods.
• c) Further, AGC USA and BBC had nol accounted for the financial guarantee in accordance with Ind AS 109, 'financial Instruments' al the time of issuing the guarantee lo lenders of PPI. Accordingly, guarantee Is recorded al fair value on Initial recognition, and fair value Is determined by comparing effective interest rate Implied by lhe cash ftow analysis l'oith BBC's inCf8mentel borro\Mng rate.

This Statement includes the effect of restatement in accordance v.illl Ind AS B, 'Accounling Policies, Changes Jn Accounting Estimates and Errors' for correclion of certain material prior period errors for Ille aforementioned matters. The interim consolidated financial lnformalion of BBX prepared for the purpose of consolidation for Iha quarter ended 30 June 2021, contain restatement of certain comparative figures resulting from correction of certain prior peliod errors relating to quarter ended 30 June 2020.

Impact on statement of profit and loss		(Rs. in Crores)
Particulars	Quarter ended
	30/06/2020	30/06/2020	30/06/2020
	Before Adjustment		Restated
	restatement		figures
Other income	0.94	0.02	0.96
Finance costs	20.62	1.39	22.01
Depreciation and amortisation expense	25.01	(2.18)	22.83
Other expenses	85,59	(0.06)	85.53
Profit before (gain) on financial liability, exceptional items and tax	13.22	0.87	14.09
(Gain) on fair value of financial liability		(0.23)	(0.23)
Profit before exceptional items and tax	13,22	1.10	14.32
Exceptional items - expenses (refer note 4)	5.85		5.85
Profit before tax	7.37	1.10	8.47
Tax expense	3.04		3.04
Net profit for the period	4.33	1.10	5.43
Other Comprehensive Income	13.19	0.10	13.29
Total Comprehensive Income for the period	17.52	1.20	18.72

The following table summarize Ille impact on the Statement:

11) On 30 June 2021, BBC has entered Into a contract to premature the warrant agreement v.ith Path!ight Capital Fund LLP, executed In pursuance of credit agreement referred to In Nole 10.1 above, by buying back the warranls for a value of Rs. 89. 71 Crores (equlvalenl to US\$ 12.25 Million).

Piece : Dallas, Texas, The United States of America Dale : 14 August 2021 CIN : L32200MH1986PLC0401i52

AGC NETWORKS LIMITED

Registered Office :- Essar House, 11 Keshavrao Khadye Marg, Opp. Race Course, Mahalaxmi, Mumbai - 400034

STATEMENT OF UNAUDITED CONSOLIDATED SEGMENT INFORMATION FOR THE QUARTER ENDED 30 JUNE 2021

Segment Information

				(Rs. in Crores)
		Quarter ended
Particulars		Unaudited
	30/06/2021	31/03/2021 (Refer note 2)	30/06/2020	31/03/2021
			Restated
Segment revenue
System Integration	980.41	1,012,63	823.50	3,878,66
Technology product solutions	193.97	185.24	159.66	728.85
Others	20.84	23.33	10.70	66.61
Revenue from operations	1,195.22	1,221.20	993.86	4,674.02
Segment results
System integration	26.40	45,65	38.87	217.09
Technology product solutions	(0.18)	12.49	(1.3B)	31.83
Others	2.86	6.31	(2.35)	7.24
Total of segment results	29.08	64.45	35.14	256.16
Other income	4.70	2.35	0.96	11.13
Gain on foreign currency transaction and translation (net)	3.91
Finance costs	15.15	23.76	22.01	97.91
Profit before loss / (gain) on financial liabiitly, exceptional items and tax	22.64	43.04	14.09	169.38
Loss / (gain) on fair value of financial liability		23.71	(0.23)	41.70
(Gain) on settlement of financial liability	(13.59)	$\overline{\phantom{0}}$	$\blacksquare$	$\bullet$
Profit before exceptional items and tax	36.13	19.33	14.32	127.68
Exceptional items - expenses (refer note 4)	3.35	9.82	5.85	31.69
Profit before tax	32.78	9,51	8.47	95.99
Tax expense	1.66	8.07	3.04	17.90
Net profit for the period / year	31.12	1.44	5,43	78.09
Depreciation and amortisation expense	24.33	28.88	22.83	95.56

Notes on segment Information :

1 The Board considers a business acthilty focused reporting format to be more meaningful from a management forecasting perspective.

2 Assets and liabilities used In the Group's business are nol ldenlinable lo any of the reportable segmenls, as these are used Interchangeably between segments. The management be!!eves that It Is currently not practicable lo provide segment disclosures relating to total assets and liabilities since a meaningful segregation of lhe available data Is onerous.