Telephone: +91 22 6661 7272 | Email: [email protected]

BBOX/SD/SE/2025/10

February 11, 2025

To,

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

Sub: Integrated Filing (Financial) for Unaudited Financial Results of the Company for the quarter/period months ended December 31, 2024.

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

Dear Sir/Madam,

In terms of provisions of Regulation 10(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFDPoD‐2/CIR/P/2024/185 dated December 31, 2024, and BSE Circular No. 20250102‐4 and NSE Circular No. NSE/CML/2025/02 dated January 2, 2025, we hereby submit the Integrated Filing (Financial) for the quarter/period ended December 31, 2024.

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

Yours Faithfully,

For Black Box Limited

ADITYA Digitally signed by ADITYA GOSWAMI GOSWAMI Date: 2025.02.11 14:21:09 +05'30' Aditya Goswami Company Secretary & Compliance Officer

Encl.: A/a.

BLACK BOX LIMITED

~~Registered Office: 501, 5th Floor, Building No. 9, Airoli Knowledge Park, MIDC Industrial Area, Airoli, Navi Mumbai 400 708, India~~ BLACKBOX.COM | CIN: L32200MH1986PLC040652 | Tel: +91 22 6661 7272

INTEGRATED FILING (FINANCIAL)

A. FINANCIAL RESULTS – Enclosed

B. STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PREFERENTIAL ISSUE

Name of the listed entity	Name of the listed entity	Name of the listed entity		Black Box Limited	Black Box Limited	Black Box Limited	Black Box Limited
Mode of Fund Raising				Preferential Issue
Date of RaisingFunds				September 27,2024(Date of allotment)
Amount Raised				Rs. 386.36 Crores (Total issue size)				Amount raised (Rs. in crores) 96.59 14.44 20.18 5.16 136.37
				Allotment date		Particulars		Amount raised (Rs. in crores)
				September 27,2024		Initial subscription(25%)		96.59
				December 9, 2024		Allotment of 4,61,626 equity shares pursuant to conversion of warrants		14.44
				December 20, 2024		Allotment of 6,45,179 equity shares pursuant to conversion of warrants		20.18
				January 16, 2025		Allotment of 1,64,987 equity shares pursuant to conversion of warrants		5.16
				Total				136.37

Report filed forQuarter ended				December 31,2024
MonitoringAgency				Applicable
Monitoring Agency Name, if applicable				CARE Ratings Limited
Is there a Deviation / Variation in use of funds raised				No
If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders				Not Applicable
If Yes,Date of shareholder Approval				Not Applicable
Explanation for the Deviation / Variation				Not Applicable
Comments of the Audit Committee after review				Noted and approved
Comments of the auditors,if any				None
Objects for which funds have been raised and where there has been a deviation, in the following table
Original Object	Modified Object, if any	Original allocatio n(Rs. In	Modified allocation , if any		Funds utilized (Rs. In crore)		Amount of deviation/variation for the quarter according to		Remarks, if any

BLACK BOX LIMITED

		crore)			applicable object
Investment in Subsidiarie s	Not Applicabl e	348.67	Not Applicable	71.70	Nil	‐
General Corporate Purpose	Not Applicabl e	37.69	Not Applicable	40.18	Nil	‐
Total		386.36		111.88
Deviation or variation could mean: (a) Deviation in the objects or purposes for which the funds have been raised or (b) Deviation in the amount of funds actually utilized as against what was originally disclosed or (c)Change in terms of a contract referred to in the fund raisingdocument i.e.prospectus,letter of offer,etc.

Other disclosures as per SEBI Circular No. SEBI/HO/CFD/CFDPoD‐2/CIR/P/2024/185 dated December 31, 2024:

		Not Applicable Not Applicable Not Applicable
	Format for disclosingoutstandingdefault on loans and debt Securities	Not Applicable
	Format for disclosure of related party transactions_(applicable only for half‐ _yearly filings i.e., 2nd and 4th quarter)	Not Applicable
	Statement on impact of Audit Qualifications (For audit report with modified opinion) submitted along with annual audited financial results.(applicable only for Annual ‐Filing i.e., 4thquarter)	Not Applicable

BLACK BOX LIMITED

HO 602, Floor 6, Raheja Titanium Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E) Mumbai 400063, INDIA Tel: +91 22 6238 0519

==> picture [198 x 47] intentionally omitted <==

Independent Auditor’s Review Report on consolidated unaudited financial results of Black Box Limited for the quarter and year to date pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Black Box Limited

We have reviewed the accompanying Statement of consolidated unaudited financial results of Black Box Limited (hereinafter referred to as ‘the Holding Company’), its subsidiaries, (the Holding Company and its subsidiaries together referred to as the ‘Group’) and its share of the net profit after tax and total comprehensive income of its associate for the quarter ended December 31, 2024 and the year to-date results for the period from April 1, 2024 to December 31, 2024 (‘the Statement’) attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Regulations’).
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’ prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with relevant rules issued thereunder (‘Ind AS 34’) and other recognised accounting principles generally accepted in India and is in compliance with the Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
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 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 circular issued by the Securities and Exchange Board of India under Regulation 33 (8) of the Regulations, to the extent applicable.

This Statement includes the results of the Holding Company and the list of entities as per Annexure 1
Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review report of the other auditor 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 and other recognised accounting principles generally accepted in India has not disclosed the information required to be disclosed in terms of the Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

==> picture [198 x 47] intentionally omitted <==

We draw attention to Note 5 to the accompanying Statement, which describes the delay in remittance of import payments, repatriation of proceeds of export for goods and services and other receipts aggregating to Rs. 33.33 Crores, Rs. 12.04 Crores and Rs. 9.35 Crores, respectively outstanding as at December 31, 2024 by the Holding Company and its subsidiary companies incorporated in India, beyond the timelines stipulated under the Foreign Exchange Management Act, 1999, as amended from time to time. The respective management of companies, as aforesaid, have filed necessary applications with the appropriate authority for extension of time limit and condonation of such delays and response on the same is awaited as on date.

Our conclusion is not modified in respect of this above matter.

The Statement also includes the Group’s share of net profit after tax of Rs. 0.14 Crores and Rs.0.38 Crores and total comprehensive income of Rs. 0.14 Crores and Rs. 0.38 crores for the quarter ended December 31, 2024 and for the period from April 1, 2024 to December 31, 2024, respectively, as considered in the Statement, in respect of One associate, whose interim financial results has not been reviewed by us. These interim financial results has been reviewed by other auditor whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this associate, is based solely on the report of the other auditor and the procedures performed by us as stated in paragraph 3 above.

Further, such Associate is located outside India whose interim financial results has been prepared in accordance with the accounting principles generally accepted in their respective country and which have been reviewed by other auditor under generally accepted auditing standards applicable in their respective country. The Holding Company’s Management has converted the interim financial results of such Associate located outside India from accounting principles generally accepted in their respective country to accounting principles generally accepted in India.

We have reviewed these conversion adjustments made by the Holding Company’s Management. Our conclusion on the Statement, in so far as it relates to the interim financial results of such Associate located outside India is based on the report of other auditor and the conversion adjustments prepared by the Management of the Holding Company and reviewed by us.

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

==> picture [503 x 25] intentionally omitted <==

==> picture [198 x 47] intentionally omitted <==

The Statements of the Group for the quarter ended December 31, 2023 and year to date for the period from April 1, 2023 to December 31, 2023, were reviewed by another auditor whose report dated February 08, 2024, expressed an unmodified conclusion on that Statement. Further, the Statement of the Group for the year ended March 31, 2024, was audited by another auditor whose audit report date May 30, 2024, expressed an unmodified opinion on those Statement.

Our conclusion is not modified in respect of the above matter.

For M S K A & Associates

Chartered Accountants ICAI Firm Registration No.105047W

Udit Digitally signed by Udit Brijesh Brijesh Parikh Date: 2025.02.11 Parikh 13:22:28 +05'30'

Udit Brijesh Parikh

Partner Membership No.: 151016 UDIN: 25151016BMLNKX2273

Place: Mumbai Date: February 11, 2025

==> picture [503 x 25] intentionally omitted <==

==> picture [198 x 47] intentionally omitted <==

Annexure 1

List of entities included in the statement (in addition to the Holding Company)

Subsidiary companies

Black Box Technologies Pte. Ltd.
AGC Networks LLC, USA
AGC Networks Philippines, Inc.
AGC Networks & Cyber Solutions Limited
AGC Networks LLC, Dubai
AGC Networks LLC, Abu Dhabi
BBX Main Inc.
BBX Inc.
Black Box Corporation
ACS Dataline, LP
ACS Investors, LLC
BB Technologies,LLC(formerly known as BB Technologies, Inc.)
BBOX Holdings Mexico LLC
BBOX Holdings Puebla LLC
Black Box Corporation of Pennsylvania
Black Box Network Services, Inc. – Government Solutions
Black Box Services LLC (formerly known as Black Box Services Company)
Delaney Telecom, Inc.
Norstan Communications, Inc.
Black Box Network Services Australia Pty Ltd
Black Box GmbH
Black Box Network Services NV
Black Box do Brasil Industria e Comercio Ltda.
Black Box Canada Corporation
Norstan Canada, Ltd./Norstan Canada, Ltée
Black Box Holdings Ltd.
Black Box Chile S.A.
Black Box E-Commerce (Shanghai) Co., Ltd.
Black Box A/S 30. Black Box Network Services (UK) Limited
Black Box Finland OY
Black Box France 33. Black Box Deutschland GmbH 34. Black Box Network Services India Private Limited 35. Black Box Network Services (Dublin) Limited 36. Black Box Software Development Services Limited 37. Black Box Network Services S.r.l. 38. Black Box Network Services Co., Ltd. 39. Black Box Network Services Korea Limited 40. Black Box Network Services SDN. BHD. 41. Black Box de Mexico, S. de R.L. de C.V.
Black Box International B.V.

==> picture [503 x 25] intentionally omitted <==

==> picture [198 x 47] intentionally omitted <==

Annexure 1 (Contd.)

List of entities included in the statement (in addition to the Holding Company)

Subsidiary companies

Black Box International Holdings B.V.
Black Box Network Services New Zealand Limited
Black Box Norge AS
Black Box P.R. Corp.
Black Box Network Services Singapore Pte Ltd
Black Box Comunicaciones, S.A.
Black Box Network Services AB
Black Box Network Services AG
Black Box Network Services Corporation
Servicios Black Box S.A. de C.V.
Black Box Network Services Hong Kong Limited
Black Box Network Services Philippines Inc.
Black Box Technologies Australia Pty Limited
AGCN Solutions Pte. Limited
COPC Holdings Inc.
COPC Inc.
COPC International Inc.
COPC Asia Pacific Inc.
COPC International Holdings LLC
COPC India Private Limited
COPC Consultants (Beijing) Co. Limited
Black Box Technologies New Zealand Limited
Fujisoft Security Solutions LLC
Black Box Technologies LLC, Dubai
Black Box Technologies LLC, Abu Dhabi (formerly known as Fujisoft Technology LLC)
Black Box Costa Rica S.R.L
Black Box Network Services Colombia S.A.S.
Black Box Bangladesh Technologies Private Limited
Black Box Technologies Group B.V.
Dragonfly Technologies Pty Ltd
Cybalt LLC (formerly known as Cybalt Inc.)
Black Box Products FZE
Global Speech Networks Pty Limited
Global Speech Networks Limited

Associate

Black Box DMCC

==> picture [503 x 25] intentionally omitted <==

Black Box Limited

Registered Office :- 501, 5th Floor, Building No.9, Airoli Knowledge Park, MIDC Industrial Area, Airoli, Navi Mumbai - 400708

STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS PERIOD ENDED 31 DECEMBER 2024

==> picture [574 x 496] intentionally omitted <==

----- Start of picture text -----

(Rs. in Crores, unless otherwise stated)
Quarter ended Nine months ended Year ended
Unaudited Unaudited Audited
Sr. No. Particulars
31/12/2024 30/09/2024 31/12/2023 31/12/2024 31/12/2023 31/03/2024
1 Income
(a) Revenue from operations 1,501.72 1,497.23 1,655.47 4,422.33 4,801.23 6,281.58
(b) Other income 1.44 1.02 11.19 3.51 18.39 19.17
Total income 1,503.16 1,498.25 1,666.66 4,425.84 4,819.62 6,300.75
2 Expenses
(a) Cost of materials and components consumed 0.75 0.17 (0.05) 1.59 1.94 1.66
(b) Purchase of stock-in-trade 515.16 409.79 460.87 1,263.56 1,399.21 1,682.10
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (0.86) 20.58 62.55 25.66 82.85 115.50
(d) Service charges 181.17 248.04 292.11 657.09 842.59 1,130.31
(e) Employee benefits expense 552.14 603.08 627.84 1,758.77 1,866.01 2,500.81
(f) Finance costs 31.31 32.25 35.80 97.50 100.75 141.25
(g) Depreciation and amortisation expense 31.15 28.31 28.36 85.75 84.93 114.34
(h) Other expenses 110.07 82.94 97.00 321.05 307.62 425.00
Total expenses 1,420.89 1,425.16 1,604.48 4,210.97 4,685.90 6,110.97
Profit before impact of foreign currency transactions and translations, share of net
3 profit / (loss) of investment accounted for using the equity method, exceptional items 82.27 73.09 62.18 214.87 133.72 189.78
and tax (1-2)
4 Share of net profit / (loss) of associate accounted for using the equity method 0.14 (0.14) 0.27 0.38 1.29 1.67
5 (Loss) / gain on foreign currency transactions and translations (net) (9.78) 2.38 (1.39) (11.78) 5.18 4.60
6 Profit before exceptional items and tax (3+4+5) 72.63 75.33 61.06 203.47 140.19 196.05
7 Exceptional items - expenses (refer note 3) (13.40) (20.74) (9.36) (49.39) (30.69) (39.66)
8 Net profit before tax (6+7) 59.23 54.59 51.70 154.08 109.50 156.39
9 Tax expense / (credit)
- Current tax 3.12 2.69 1.44 7.65 5.89 9.11
- Deferred tax charge / (credit) 0.03 0.76 (0.30) 2.12 (2.95) (4.33)
- Tax adjustment relating to earlier periods / year - - 9.69 - 9.79 13.94
Total tax expense 3.15 3.45 10.83 9.77 12.73 18.72
10 Net profit for the period / year (8-9) 56.08 51.14 40.87 144.31 96.77 137.67
11 Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss (net of taxes) (0.08) (0.42) 0.17 (0.35) 0.13 13.25
Items that will be reclassified subsequently to profit or loss (net of taxes) 1.67 (74.46) 15.40 (45.89) 14.55 33.43
Total Other Comprehensive Income - gain / (loss) (net of taxes) 1.59 (74.88) 15.57 (46.24) 14.68 46.68
12 Total Comprehensive Income for the period / year (net of taxes) - gain / (loss) (10+11) 57.67 (23.74) 56.44 98.07 111.45 184.35
13 Paid-up equity share capital (face value of Rs. 2 each) (refer note 7) 33.84 33.62 33.58 33.84 33.58 33.61
14 Other equity 447.31
15 Earnings per share of Rs. 2 each before exceptional items:
Basic (in Rs.) 4.13 4.28 2.99 11.52 7.59 10.56
Diluted (in Rs.) 4.06 4.27 2.98 11.49 7.57 10.54
Earnings per share of Rs. 2 each after exceptional items:
Basic (in Rs.) 3.33 3.04 2.43 8.58 5.76 8.20
Diluted (in Rs.) 3.28 3.04 2.43 8.56 5.75 8.18
Not annualised
Note:
Tax impact on exceptional items has not been considered for the purpose of reporting earnings per share.
----- End of picture text -----*

Notes:

1) These consolidated unaudited financial results (the ‘Statement’) have 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).
2) The Statement has been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 11 February 2025. The statutory auditors have carried out a limited review of this Statement.
3) Exceptional items (expense):

==> picture [455 x 94] intentionally omitted <==

----- Start of picture text -----

(Rs. in Crores)
Quarter ended Nine months ended Year ended
Unaudited Unaudited Audited
Particulars
31/12/2024 30/09/2024 31/12/2023 31/12/2024 31/12/2023 31/03/2024
Provision of severance expenses [refer note (a)] 9.21 18.10 6.81 39.64 16.34 21.03
Acquisition cost [refer note (b)] - - - - 4.27 6.00
Foreclosure of leases [refer note (c)] 2.49 2.64 2.55 8.05 10.08 12.63
Legal expenses [refer note (d)] 1.70 - - 1.70 - -
13.40 20.74 9.36 49.39 30.69 39.66
----- End of picture text -----

(a) Represents severance cost of BBX Inc. ('BBX') towards rationalisation of manpower to enhance operational efficiencies.

(b) Represents acquisition related cost of BBX which includes valuation fees, advisory fees, legal and professional fees and consulting fees.
(c) Represents early closure of leases related to BBX.
(d) Represents one time settlement expenses.
4) The Statement is also prepared in accordance with the requirements of Ind AS 110 – "Consolidated Financial Statements" and Ind AS 28 – "Investments in Associates and Joint Ventures" specified under section 133 of the Act.
5) The Group has foreign currency trade payables (before eliminating inter-company balances) amounting to Rs. 33.33 Crores as on 31 December 2024 (30 September 2024: Rs. 27.99 crores), which are outstanding for a period more than six months as on 31 December 2024, and includes balances amounting to Rs. 13.60 crores which are outstanding for a period more than three years as on 31 December 2024 (September 30, 2024: Rs. 12.64 crores). Further, the Company has foreign currency trade receivables, other financial assets and other current assets (before eliminating inter-company balances) amounting to Rs. 12.04 Crores, Rs. 9.14 crores and Rs. 0.21 crores respectively, as on 31 December 2024 (30 September 2024: Rs. 10.69 crores, Rs. 8.11 crores, Rs. 0.21 crores), which are outstanding for a period more than nine months as on 31 December 2024, and include balances amounting to Rs. 3.47 crores which are outstanding for a period more than three years as on 31 December 2024 (30 September 2024: Rs. 3.17 crores).

These balances are pending for settlement and have resulted in delay in remittance/collection beyond the timeline stipulated under the Circulars, Directions issued under the Foreign Exchange Management Act, 1999, as amended from time to time. The Holding Company and its two subsidiary companies incorporated in India, have filed necessary application with Authorised Dealer Category – I bank ('AD Bank') for extension of time limit on payables aggregating to Rs. 22.30 Crores during the current period and on payables aggregating to Rs. 4.50 Crores subsequent to 31 December 2024. Similarly, the Holding Company and its subsidiary companies incorporated in India, have filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to Rs. 17.16 Crores during the current period and on receivables aggregating to Rs. 4.23 Crores subsequent to 31 December 2024. Further, for the remaining payables amounting to Rs. 6.53 Crores where extension has not been filed, the management of respective Companies are planning to approach AD Bank or the Reserve Bank of India with a request to write back. However, approval is awaited from the AD Bank on those applications filed. The management of the Group is certain that no material penalties or fines would be levied on account of such non-compliances and hence, the Group has not accounted for penalties and fines, if any, on account of such non-compliances in the consolidated unaudited financial results for the quarter and nine month period ended 31 December 2024.

6) The Board of Directors and the Shareholders of the Holding Company at their meetings held on 02 August 2024 and 29 August 2024, respectively, had approved the issuance of 9,832,123 convertible warrants at a price of Rs. 417 per warrant. The approval received from the Board and the shareholders and based on the receipt of initial subscription money from the allottees, the Board of Directors, through a circular resolution passed on 27 September 2024, allotted 9,265,215 convertible warrants to both the promoter and non-promoter categories. These warrants were allotted at a price of Rs. 417 per warrant, with the right for each warrant holder to apply for and be allotted one equity share of the Holding Company, having a face value of Rs. 2 per share and a premium of Rs. 415 per share, within a period of 18 months from the date of allotment of the warrants.
7) The paid - up share capital of the Holding Company stands increased from Rs. 33.61 Crores (168,025,590 equity shares of Rs. 2 each) to Rs.33.84 Crores (169,181,895 equity shares of Rs. 2 each) on issue and allotment of 49,500 equity shares of Rs. 2 each pursuant to ESOP Scheme, 2015 during the quarter ended 30 June 2024. Further 461,626 and 645,179 equity shares of Rs. 2/- each were allotted on 9 December 2024 and 20 December 2024, respectively, pursuant to conversion of warrants during the quarter ended 31 December 2024.
8) In the board meeting held on 11 November 2022, the Board of Directors of the Holding Company had approved setting off of accumulated losses under retained earnings with credit balance in securities premium account and capital reserve account (the 'Scheme of reduction of share capital'). The Holding Company had received requisite approval from National Stock Exchange of India Limited and BSE Limited (collectively referred to as “stock exchanges”) vide their letters dated 15 June 2023 and approval from members of the Holding Company by way of special resolution in Extra Ordinary General meeting held on 25 July 2023. The Holding Company had filed application with National Company Law Tribunal (NCLT) on 29 September 2023 for its approval. Pursuant to NCLT’s hearing order issued in December 2023, the Holding Company has served notices to all the creditors of the Holding Company and to statutory authorities seeking their representations, if any. NCLT has approved the Scheme of reduction of share capital on 21 June 2024. Consequently, Holding Company has reduced the credit balance in securities premium and capital reserve by Rs. 85.31 Crores and Rs. 22.64 Crores respectively. This reduction is effected by writing off debit balance in retained earnings (i.e. accumulated losses) amounting to Rs. 107.95 Crores.

The shareholder of Black Box Technologies Pte. Ltd, wholly owned subsidiary of the Holding Company vide Sole Member’s Resolution in Writing dated 27 March 2023, had approved setting off of accumulated losses under retained earnings with share capital which was subject to approval of Accounting & Corporate Regulatory Authority, Singapore (‘ACRA’). ACRA had approved the scheme on 16 May 2023.

9) Black Box Technologies Australia Pty Ltd, step-down subsidiary of the Holding Company, had entered into a share purchase agreement dated 17 May 2023 to acquire 100% equity stake of Global Speech Networks Pty Ltd, incorporated in Australia, and its wholly owned subsidiary, Global Speech Networks Limited, incorporated in New Zealand for a total consideration (pre-adjustment) of AUD 2.50 million (equivalent to Rs. 13.72 Crores). The acquisition was completed on 16 June 2023 at a purchase consideration (post-adjustment) of AUD 0.55 million (equivalent to Rs. 3.00 Crores).

All the identified assets and liabilities are recorded at acquisition-date fair values.

10) Previous period / year figures have been re-grouped, reclassified and rearranged, wherever necessary, to conform to current period's presentation, which are not considered material to this Statement.

==> picture [166 x 50] intentionally omitted <==

Place : Mumbai Date : 11 February 2025 CIN : L32200MH1986PLC040652

FOR AND ON BEHALF OF THE BOARD

Digitally signed by SANJEEV SANJEEV SHEKHAR VERMA SHEKHAR VERMA Date: 2025.02.11 13:04:53 +05'30'

SANJEEV VERMA WHOLE-TIME DIRECTOR DIN: 06871685

Black Box Limited

Registered Office :- 501, 5th Floor, Building No.9, Airoli Knowledge Park, MIDC Industrial Area, Airoli, Navi Mumbai - 400708

STATEMENT OF CONSOLIDATED UNAUDITED SEGMENT INFORMATION FOR THE QUARTER AND NINE MONTHS PERIOD ENDED 31 DECEMBER 2024

==> picture [521 x 295] intentionally omitted <==

----- Start of picture text -----

Segment information
(Rs. in Crores)
Quarter ended Nine months ended Year ended
Unaudited Unaudited Audited
Particulars
31/12/2024 30/09/2024 31/12/2023 31/12/2024 31/12/2023 31/03/2024
Segment revenue
System integration 1,266.56 1,285.88 1,416.16 3,773.27 4,149.26 5,417.56
Technology product solutions 197.43 173.55 212.00 548.21 578.62 758.41
Others 37.73 37.80 27.31 100.85 73.35 105.61
Revenue from operations 1,501.72 1,497.23 1,655.47 4,422.33 4,801.23 6,281.58
Segment results
System integration 115.75 119.28 76.14 334.84 232.62 348.60
Technology product solutions (10.24) (19.77) 6.94 (35.71) (17.98) (45.26)
Others 6.63 4.81 3.71 9.73 1.44 8.52
Total of segment results 112.14 104.32 86.79 308.86 216.08 311.86
Other income 1.44 1.02 11.19 3.51 18.39 19.17
Finance costs 31.31 32.25 35.80 97.50 100.75 141.25
Profit before impact of foreign currency transactions and translations, share of net
profit / (loss) of investment accounted for using the equity method, exceptional 82.27 73.09 62.18 214.87 133.72 189.78
items and tax
Share of net profit / (loss) of associate accounted for using the equity method 0.14 (0.14) 0.27 0.38 1.29 1.67
(Loss) / gain on foreign currency transactions and translations (net) (9.78) 2.38 (1.39) (11.78) 5.18 4.60
Profit before exceptional items and tax 72.63 75.33 61.06 203.47 140.19 196.05
Exceptional items - expenses (refer note 3) (13.40) (20.74) (9.36) (49.39) (30.69) (39.66)
Net profit before tax 59.23 54.59 51.70 154.08 109.50 156.39
Tax expense 3.15 3.45 10.83 9.77 12.73 18.72
Net profit for the period / year 56.08 51.14 40.87 144.31 96.77 137.67
Depreciation and amortisation expense 31.15 28.31 28.36 85.75 84.93 114.34
----- End of picture text -----

Notes on segment information :

1 The Board 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.

HO 602, Floor 6, Raheja Titanium Western Express Highway, Geetanjali Railway Colony, Ram Nagar, Goregaon (E) Mumbai 400063, INDIA Tel: +91 22 6238 0519

==> picture [198 x 47] intentionally omitted <==

Independent Auditor’s Review Report on Standalone unaudited financial results of Black Box Limited for the quarter and year to date pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

To The Board of Directors of Black Box Limited

We have reviewed the accompanying statement of standalone unaudited financial results of Black Box Limited (hereinafter referred to as ‘the Company’) for the quarter ended December 31, 2024 and the year to-date results for the period from April 1, 2024 to December 31, 2024 (‘the Statement’) attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘the Regulations’).
This Statement, which is the responsibility of the Company’s Management and has been 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’, prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with relevant rules issued thereunder (‘Ind AS 34’) and other recognised accounting principles generally accepted in India and is in compliance with the Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
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 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.
Based on our review conducted as stated in paragraph 3 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 and other recognised accounting principles generally accepted in India has not disclosed the information required to be disclosed in terms of the Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
We draw attention to Note 3 to the accompanying Statement, which describes the delay in remittance of import payments, repatriation of proceeds for export of goods and services and other receipts aggregating to Rs. 2.85 Crores, Rs. 3.13 Crores and Rs. 9.14 Crores, respectively, outstanding as at December 31, 2024 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 limit and condonation of such delays and response on the same is awaited as on date.

Our conclusion is not modified in respect of this matter.

==> picture [198 x 47] intentionally omitted <==

The Statements of the Company for the quarter ended December 31, 2023 and year to date for the period from April 1, 2023 to December 31, 2023 were reviewed by another auditor whose report dated February 08, 2024, expressed an unmodified conclusion on that Statement. Further, the Statement of the Company for the year ended March 31, 2024, was audited by another auditor whose audit report date May 30, 2024, expressed an unmodified opinion on those Statements.

Our conclusion is not modified in respect of the above matter.

For M S K A & Associates

Chartered Accountants ICAI Firm Registration No.105047W

Udit Digitally signed by Udit Brijesh Brijesh Parikh Date: 2025.02.11 Parikh 13:21:36 +05'30'

Udit Brijesh Parikh

Partner Membership No.: 151016 UDIN: 25151016BMLNKW9831

Place: Mumbai Date: February 11, 2025

==> picture [470 x 27] intentionally omitted <==

Black Box Limited

Registered Office :- 501, 5th Floor, Building No.9, Airoli Knowledge Park, MIDC Industrial Area, Airoli, Navi Mumbai - 400708

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS PERIOD ENDED 31 DECEMBER 2024

==> picture [568 x 328] intentionally omitted <==

----- Start of picture text -----

(Rs. in Crores, unless otherwise stated)
Quarter ended Nine months ended Year ended
Sr. No. Particulars Unaudited Unaudited Audited
31/12/2024 30/09/2024 31/12/2023 31/12/2024 31/12/2023 31/03/2024
1 Income
(a) Revenue from operations 87.13 81.09 103.96 252.40 282.96 386.65
(b) Other income 1.42 1.11 11.18 3.47 12.47 13.11
Total income 88.55 82.20 115.14 255.87 295.43 399.76
2 Expenses
(a) Purchase of stock-in-trade 45.35 33.49 47.39 114.65 133.45 165.65
(b) Changes in inventories of stock-in-trade (0.62) 0.88 3.78 1.73 1.51 (2.09)
(c) Service charges 26.48 29.72 27.85 84.84 79.95 128.97
(d) Employee benefits expense (net) 7.53 12.54 15.20 32.33 42.17 56.83
(e) Finance costs 1.50 0.94 1.71 3.63 5.36 6.68
(f) Depreciation and amortisation expense 1.97 2.03 2.00 6.08 5.79 7.91
(g) Other expenses 5.16 5.00 4.17 16.46 18.81 37.79
Total expenses 87.37 84.60 102.10 259.72 287.04 401.74
3 Profit / (loss) before impact of foreign currency transactions and translations and tax (1-2) 1.18 (2.40) 13.04 (3.85) 8.39 (1.98)
4 Gain on foreign currency transactions and translations (net) 0.31 0.07 0.09 0.38 0.52 0.87
5 Net profit / (loss) before tax (3+4) 1.49 (2.33) 13.13 (3.47) 8.91 (1.11)
6 Tax expense / (credit)
- Current tax - - - - - -
- Deferred tax 0.03 0.14 (0.05) 0.12 (0.04) 0.10
- Tax adjustment relating to earlier years - - 9.69 - 9.69 13.77
Total tax expense 0.03 0.14 9.64 0.12 9.65 13.87
7 Net profit / (loss) for the period / year (5-6) 1.46 (2.47) 3.49 (3.59) (0.74) (14.98)
8 Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss (net of taxes) (0.08) (0.42) 0.17 (0.35) 0.13 (0.31)
9 Total Comprehensive Income for the period / year (net of taxes) - gain / (loss) (7+8) 1.38 (2.89) 3.66 (3.94) (0.61) (15.29)
10 Paid-up equity share capital (face value of Rs. 2 each) (refer note 6) 33.84 33.62 33.58 33.84 33.58 33.61
11 Other equity 280.85
12 Earning / (loss) per share of Rs. 2 each:
Basic (in Rs.) 0.09 (0.15) 0.21 (0.21) (0.04) (0.89)
Diluted (in Rs.) 0.09 (0.15)# 0.21 (0.21)# (0.04)# (0.89)#
----- End of picture text -----

Not annualised

The effect of 366,000, 366,000, 536,480 and 415,500 potential equity shares outstanding as at 30 September 2024, 31 December 2024, 31 December 2023 and 31 March 2024 respectively, is anti-dilutive and thus these shares are not considered in determining diluted loss per share.

Notes:

1) These standalone unaudited financial results (the ‘Statement’) have 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).
2) The Statement has been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 11 February 2025. The statutory auditors have carried out a limited review of this Statement.
3) The Company has foreign currency trade payables amounting to Rs. 2.85 Crores as on 31 December 2024 (30 September 2024: Rs. 2.43 crores), which are outstanding for a period more than six months as on 31 December 2024, and include balances amounting to Rs. 2.00 crores which are outstanding for a period more than three years as on 31 December 2024 (30 September 2024: Rs. 1.94 crores). Further, the Company has foreign currency trade receivables and other financial assets amounting to Rs. 3.13 crores and Rs. 9.14 crores respectively, as on 31 December 2024 (30 September 2024: Rs. 1.96 crores and Rs. 8.11 crores), which are outstanding for a period more than nine months as on 31 December 2024, and include balances amounting to Rs. 2.99 crores which are outstanding for a period more than three years as on 31 December 2024 (30 September 2024: Rs. 2.95 crores).

These balances are pending for settlement and have resulted in delay in remittance/ collection beyond the timeline stipulated under the Circulars, Directions issued under the Foreign Exchange Management Act, 1999, as amended from time to time. The Company has filed necessary application with the Authorised Dealer Category – I bank ('AD Bank') for extension of time limit on payables aggregating to Rs. 2.54 Crores during the current period and on payables aggregating to Rs. 0.16 Crores subsequent to 31 December 2024. For the remaining payables amounting to Rs. 0.15 Crores where extension has not been filed, management is planning to approach AD Bank or the Reserve Bank of India with a request to write back. Similarly, the Company has filed application with AD Bank for extension of time limit for the aforementioned receivables aggregating to Rs. 9.54 Crores during the current period and on receivables aggregating to Rs. 2.73 Crores subsequent to 31 December 2024. However, approval is awaited from AD Bank on those applications filed. The management of the Company is certain that no material penalties or fines would be levied on account of such non-compliance and hence, the Company has not accounted for penalties and fines, if any, on account of such noncompliances in the standalone unaudited financial results for the quarter and nine month period ended 31 December 2024.

4) In accordance with Ind AS 108 - "Operating Segments", the Company has opted to present segment information along with the unaudited consolidated financial results of the group.
5) The Board of Directors and the Shareholders of the Company at their meetings held on 02 August 2024 and 29 August 2024, respectively, had approved the issuance of 9,832,123 convertible warrants at a price of Rs. 417 per warrant. The approval received from the Board and the shareholders and based on the receipt of initial subscription money from the allottees, the Board of Directors, through a circular resolution passed on September 27, 2024, allotted 9,265,215 convertible warrants to both the promoter and non-promoter categories. These warrants were allotted at a price of Rs. 417 per warrant, with the right for each warrant holder to apply for and be allotted one equity share of the Company, having a face value of Rs. 2 per share and a premium of Rs. 415 per share, within a period of 18 months from the date of allotment of the warrants.
6) The paid - up share capital of the Company stands increased from Rs. 33.61 Crores (168,025,590 equity shares of Rs. 2 each) to Rs.33.84 Crores (169,181,895 equity shares of Rs. 2 each) on issue and allotment of 49,500 equity shares of Rs. 2 each pursuant to ESOP Scheme, 2015 during the quarter ended 30 June 2024. Further 461,626 and 645,179 equity shares of Rs. 2/- each were allotted on 9 December 2024 and 20 December 2024, respectively, pursuant to conversion of warrants during the quarter ended 31 December 2024.
7) In the board meeting held on 11 November 2022, the Board of Directors of the Company had approved setting off of accumulated losses under retained earnings with credit balance in securities premium account and capital reserve account (the 'Scheme of reduction of share capital'). The Company had received requisite approval from National Stock Exchange of India Limited and BSE Limited (collectively referred to as 'stock exchanges') vide their letters dated 15 June 2023 and approval from members of the Company by way of special resolution in Extra Ordinary General meeting held on 25 July 2023. The Company had filed application with National Company Law Tribunal ('NCLT') on 29 September 2023 for its approval. Pursuant to NCLT’s hearing order issued in December 2023, the Company has served notices to all the creditors of the Company and to statutory authorities seeking their representations, if any.

NCLT has approved the Scheme of reduction of share capital on 21 June 2024. Consequently, Company has reduced the credit balance in securities premium and capital reserve by Rs. 85.31 Crores and Rs. 22.64 Crores respectively. This reduction is effected by writing off debit balance in retained earnings (i.e. accumulated losses) amounting to Rs. 107.95 Crores.

8) Previous period / year figures have been re-grouped, reclassified and rearranged, wherever necessary, to conform to current period's presentation, which are not considered material to this Statement.

FOR AND ON BEHALF OF THE BOARD SANJEEV Digitally signed by SANJEEV SHEKHAR SHEKHAR VERMA Date: 2025.02.11 VERMA 13:05:15 +05'30' Place : Mumbai SANJEEV VERMA Date : 11 February 2025 WHOLE-TIME DIRECTOR CIN : L32200MH1986PLC040652 DIN: 06871685

AI assistant

BLACK BOX LIMITED Interim / Quarterly Report 2025

61965_rns_2025-02-11_7cffacc8-ad74-47e0-a867-c1a7675d2a7a.pdf

BBOX/SD/SE/2025/10

February 11, 2025

To,

Sub: Integrated Filing (Financial) for Unaudited Financial Results of the Company for the quarter/period months ended December 31, 2024.

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

For Black Box Limited

BLACK BOX LIMITED

INTEGRATED FILING (FINANCIAL)

A. FINANCIAL RESULTS – Enclosed

B. STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PREFERENTIAL ISSUE

BLACK BOX LIMITED

Other disclosures as per SEBI Circular No. SEBI/HO/CFD/CFDPoD‐2/CIR/P/2024/185 dated December 31, 2024:

BLACK BOX LIMITED

To the Board of Directors of Black Box Limited

For M S K A & Associates

Udit Brijesh Parikh

Annexure 1

List of entities included in the statement (in addition to the Holding Company)

Subsidiary companies

Annexure 1 (Contd.)

List of entities included in the statement (in addition to the Holding Company)

Subsidiary companies

Associate

Black Box Limited

Notes:

FOR AND ON BEHALF OF THE BOARD

Black Box Limited

Notes on segment information :

To The Board of Directors of Black Box Limited

For M S K A & Associates

Udit Brijesh Parikh

Black Box Limited

The effect of 366,000, 366,000, 536,480 and 415,500 potential equity shares outstanding as at 30 September 2024, 31 December 2024, 31 December 2023 and 31 March 2024 respectively, is anti-dilutive and thus these shares are not considered in determining diluted loss per share.

Notes:

AI assistant

BLACK BOX LIMITED — Interim / Quarterly Report 2025

61965_rns_2025-02-11_7cffacc8-ad74-47e0-a867-c1a7675d2a7a.pdf

BBOX/SD/SE/2025/10

February 11, 2025

To,

Sub: Integrated Filing (Financial) for Unaudited Financial Results of the Company for the quarter/period months ended December 31, 2024.

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

For Black Box Limited

BLACK BOX LIMITED

INTEGRATED FILING (FINANCIAL)

A. FINANCIAL RESULTS – Enclosed

B. STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PREFERENTIAL ISSUE

BLACK BOX LIMITED

Other disclosures as per SEBI Circular No. SEBI/HO/CFD/CFDPoD‐2/CIR/P/2024/185 dated December 31, 2024:

BLACK BOX LIMITED

To the Board of Directors of Black Box Limited

For M S K A & Associates

Udit Brijesh Parikh

Annexure 1

List of entities included in the statement (in addition to the Holding Company)

Subsidiary companies

Annexure 1 (Contd.)

List of entities included in the statement (in addition to the Holding Company)

Subsidiary companies

Associate

Black Box Limited

Notes:

FOR AND ON BEHALF OF THE BOARD

Black Box Limited

Notes on segment information :

To The Board of Directors of Black Box Limited

For M S K A & Associates

Udit Brijesh Parikh

Black Box Limited

The effect of 366,000, 366,000, 536,480 and 415,500 potential equity shares outstanding as at 30 September 2024, 31 December 2024, 31 December 2023 and 31 March 2024 respectively, is anti-dilutive and thus these shares are not considered in determining diluted loss per share.

Notes:

More from BLACK BOX LIMITED

BLACK BOX LIMITED Interim / Quarterly Report 2025