BLACK BOX LIMITED — Major Shareholding Notification 2019

Jan 24, 2019

January 24, 2019

To. Securities and Exchange Board of India SEBI Bhavan. Plot No.C4-A.'G' Block. Bandra Kurla Complex, Bandra (East) Mumbai- 400051

Subject: Report under Regulation 10 (7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir,

We would like to inform you that Bhagwat Metallics Limited (formerly known as Essar Metallics Limited), the Acquirer, being a part of Promoter Group of AGC Networks Limited (hereinafter referred to as "ANL") has acquired 53,00,000 (Fifty Three Lakhs) Equity Shares of the face value Rs.10/- (Rupees Ten Only) each of ANL from Essar Telecom Limited, Mauritius, Promoter of ANL, by way of inter se transfer within promoter group.

In this connection, please find enclosed Report in the format prescribed under Regulation 10(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in respect of acquisition made in reliance upon exemption provided in Regulation 10(1)(a)(iii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, along with a Demand Draft of the requisite fees of Rs.1,50,000/-.

Request you to kindly take the same on your record and acknowledge the receipt the same.

atallic.

Thanking You.

Yours truly, For Bhagwat Metallics Limited

Girish Sathe Director DIN: 00022998

Encl:

• 1. Disclosure under Regulation 10 (5) of SAST Regulations, 2011
• 1. Disclosure under Regulation 10 (6) of SAST Regulations, 2011
• 1. Disclosure under Regulation 29 (1) & 29 (3) of SAST Regulations, 2011
• 1. Disclosure under Regulation 29 (2) & 29 (3) of SAST Regulations, 2011
• 1. Demand Draft No. 536242 Dated 23.01.2019 of Rs.1,50,000/- in favour of SEBI payable at Mumbai.

C.C:

1. AGC Networks Limited

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

• 1. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
• 1. National Stock Exchange of India Limited Exchange Plaza, Block G, C1, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

Report to SEBI in respect of any acquisition made in reliance upon exemption provided for in regulation 10(1)(a)(iii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1		General Details
	a.	Name, address, telephone no., e-mail of acquirer(s) {In case there are multiple acquirers, provide full contact details of any one acquirer (the correspondent acquirer) with whom SEBI shall correspond.}	Bhagwat Metallics Limited ("Acquirer") (formerly known as Essar Metallics Limited) Corporate Office Address: Essar House, 11, K.K., Marg, Mahalaxmi, Mumbai 400034 Tel. No. :02266601100 Email ID: holdingcosec@essarservices.co.in
	b.	Whether sender is the acquirer (Y/N)	Yes
	c.	If not, whether the sender is duly authorized by the acquirer to act on his behalf in this regard (enclose copy of such authorization)	Not Applicable
	d.	Name, address, Tel no. and e-mail of sender, if sender is not the acquirer	Not Applicable
$\overline{\mathbf{2}}$		Compliance of Regulation 10(7)
	a.	Date of report	January 24, 2018
	b.	Whether report has been submitted to SEBI within 21 working days from the date of the acquisition	Yes
	C.	Whether the report is accompanied with fees as required under Regulation 10(7)	Yes
3		Compliance of Regulation 10(5)
	a.	Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed, atleast 4 working days before the date of the proposed acquisition.	Yes
	b.	Date of Report	December 28, 2018
4		Compliance of Regulation 10(6)
	a.	Whether the report has been filed with the Stock Exchanges where the shares of the Company are listed within 4 working days of the acquisition	Yes
	b.	Date of Report	January 9, 2019

5	Details of the Target Company
	a.	Name & address of TC	AGC Networks Limited
				Add: Equinox Business Park (Peninsula Techno Park), Off Bandra-Kurla Complex, LBS Marg, Kurla - West, Mumbai 400070
	b.	Name of the Stock Exchange(s) where the shares of the TC are listed		Stock Exchange of India Limited	Bombay Stock Exchange Limited and National
6		Details of the acquisition
	a.	Date of acquisition	January 4, 2019
	b.	Acquisition price per share (in Rs.)		Rs. 70/- per equity share
	C.	Regulation which would have been triggered off, had the report not been filed under Regulation 10(7)(whether Regulation 3(1), $3(2), 4$ or 5)	Regulation 3(1)
	d.	Shareholding of acquirer/s and PACs individually in TC ( in terms of no: & as a percentage of the total share/voting capital of the TC)(*)	No. of Shares	Before the acquisition $\%$ w.r.t total share capita /voting rights of TC	After the acquisition No. of Shares	% w.r.t total share capital /voting rights of TC
		Bhagwat Metallics Limited ("Acquirer") Onir Information Technology Limited ("PAC") (formerly known as Essar Information Technology Limited) Essar Telecom Limited	NIL 9,32,203 1,91,84,143	NIL 3.13% 64.51	53,00,000 9,32,203 1,38,84,143	17.82% 3.13% 46.69
		Total	2,01,16,346	67.65	2,01,16,346	67.65

	e.	Shareholding of seller/s in TC (in terms		Before the acquisition	After the acquisition
		of no: & as a percentage of the total share/voting capital of the TC) (*)	No. of Shares	$\%$ w.r.t total share capita /voting rights of TC	No. of Shares	% w.r.t total share capital /voting rights of TC
		Bhagwat Metallics Limited	NIL	NIL	53,00,000	17.82%
		Onir Information Technology Limited (formerly known as Essar Information Technology Limited)	9,32,203	3.13%	9,32,203	3.13%
		Essar Telecom Limited ("Seller")	1,91,84,143	64.51	1,38,84,143	46.69
		Total	2,01,16,346	67.65	2,01,16,346	67.65
$\overline{7}$	a. b.	Information specific to the exemption category to which the instant acquisition belongs - Regulation 10(1)(a)(iii) Provide the names of the seller/s Specify the relationship between the acquirer/s and the seller/s.		Essar Telecom Limited, Mauritius ("Seller") Group company of Promotor i.e. Essar Telecom Limited being subsidiary of holding
	C.	Confirm that the acquirer and the Me hereby confirm that the Acquirer and the seller/s satisfy such a relationship as defined in Regulation 10(1)(a)(iii) of the Regulation 10(1)(a)(iii) of the Takeover Takeover Regulations	Regulations	company of the Promoter		Seller satisfy such a relationship as defined in
	d.	If shares of the TC are frequently Rs. 70/- Per share volume-weighted traded, average market price (VWAP) of such shares for a period of sixty trading days preceding the date of issuance of notice regarding the proposed acquisition to the stock exchanges where the TC is listed.
	е.	If shares of the TC are infrequently Not Applicable traded, the price as determined in terms of clause (e) of sub-regulation (2) of regulation 8.

f. g.	Confirm whether the acquisition price Me confirm that the price per share is not higher per share is not higher by more than by more than 25% of the price as calculated in twenty-five percent of the price as $(d)$ . calculated in (d) or (e) above as applicable. Date of issuance of notice regarding December 28, 2018 the proposed acquisition to the stock exchanges where the TC is listed
h. i.	Whether the acquirers as well as Yes, the acquirers as well as sellers have have complied with sellers provisions of Chapter V of the Takeover Regulations (corresponding provisions of the repealed Takeover Regulations 1997) (Y/N). If yes, specify applicable regulation/s as well as date on which the requisite disclosures were made along with the copies of the same. Declaration by the acquirer that all the conditions specified under regulation 10(1)(a)(iii)with respect to exemptions has been duly complied with.	Takeover Regulations. Regulations Regulation 10(5) Regulation 10(6) Regulation 29(1) Regulation 29(2) We hereby declare that all the conditions specified under regulation 10(1)(a)(iii) with with.	the complied with the provisions of Chapter V of the Date on which disclosures were made December 28, 2018 January 9, 2019 January 7, 2019 January 7, 2019 respect to exemptions have been duly complied

We hereby declare that the information provided in the instant report is true and nothing has been conceale there from.

For Bhagwat Metallics Limited (formerly known as Essar Metallics Limited)

Name: Girish Sathe

Designation: Director DIN: 00022998

Date: 24/01/2019 Place: Mumbai

NOTE:

(*) In case, percentage of shareholding to the total capital is different from percentage of voting rights, indicate percentage of shareholding and voting rights separately.

(**) Shareholding of each entity shall be shown separately as well as collectively.

$eta$ ÷

December 28, 2018

The Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza, Block G,
Dalal Street	C1, Bandra Kurla Complex,
Mumbai - 400 001	Bandra (East), Mumbai - 400051
Security Code: 500463	Symbol: AGCNET

Sub: Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir/Madam,

In Compliance with Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we would like to inform you that Bhagwat Metallics Limited (formerly known as Essar Metallics Limited), the Acquirer, being a part of Promoter Group of AGC Networks Limited (hereinafter referred to as "ANL") is intending to acquire upto 60,00,000 (Sixty Lakhs) Equity Shares of the face value Rs.10/- (Rupees Ten) each of ANL from Essar Telecom Limited, Mauritius, Promoter of ANL, by way of inter se transfer within promoter group, on the terms and conditions as mutually agreed.

Kindly take the same on your records and acknowledge the receipt of the same.

Thanking you,

For Bhagwat Metallics Limited

Girish Sathe Director DIN: 00022998

ćc. AGC Networks Limited Equinox Business Park (Peninsula Techno Park), Off Bandra-Kurla Complex, LBS Marg, Kurla (West), Mumbai - 400070

Registered off: Essar House, 27 Km, Surat Hazira Road, Hazira, Surat - 394270

Annexure

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	AGC Networks Limited
2.	Name of the acquirer(s)	Bhagwat Metallics Limited (formerly known as Essar Metallics Limited)
3.	Whether the acquirer $(s)$ is/ are promoters of the TC prior to the transaction. If not, nature of Limited being subsidiary of holding company of relationship or association with the TC or its promoters	Group company of Promotor i.e. Essar Telecom the Promoter
4.	Details of the proposed acquisition
	Name of the person(s) from whom shares are a. to be acquired	Essar Telecom Limited, Mauritius
	b. Proposed date of acquisition	January 2, 2019 or thereafter
	Number of shares to be acquired from each $c$ . person mentioned in 4(a) above	Upto 60,00,000 Equity Shares of Rs.10/- each
	Total shares to be acquired as % of share d. capital of TC	20.176%
	Price at which shares are proposed to be e.l Acquired	At previous day closing price or at a lower price as may be allowed under Takeover Regulations
	Rationale, if any, for the proposed transfer f.	Restructuring of stake held by the Promoters
5.	Relevant sub-clause of regulation $10(1)(a)$ under which the acquirer is exempted from making open offer	10(1)(a)(iii)
6.	If, frequently traded, volume weighted average Rs. 70/- Per share market price for a period of 60 trading days preceding the date of issuance of this notice as traded on the stock exchange where the maximum volume of trading in the shares of the TC are recorded during such period.
7.	If in-frequently traded, the price as determined in Not Applicable terms of clause (e) of sub-regulation (2) of regulation 8.
8.	Declaration by the acquirer, that the acquisition price would not be higher by more than 25% of the price computed in point 6 or point 7 as $ no.6$ or 7 as applicable.	Yes, the acquisition price would not be higher by more than 25% of the price computed in point
	applicable.

9.		i. Declaration by the acquirer, that the transferor Yes, the transferor and transferee have and transferee have complied (during 3 years prior complied/will comply with all the applicable to the date of proposed acquisition) / will comply disclosure requirements in Chapter V of the SEBI disclosure requirements with applicable in Chapter V of the Takeover Regulations, 2011 of the repealed (corresponding provisions Takeover Regulations, 1997) ii. The aforesaid disclosures made during previous 3 years prior to the date of proposed acquisition to be furnished.	(SAST) Regulations, 2011
10.1		Declaration by the acquirer that all the conditions specified under regulation $10(1)(a)$ with respect to exemptions has been duly complied with.	Yes. All the conditions specified under regulation $10(1)(a)$ with respect to exemptions have been duly complied with
11.		Shareholding details	After the Before the
			proposed proposed
			transaction		transaction
			No. of	$\frac{0}{0}$	No. of	$\frac{0}{0}$
			shares	w.r.t	shares	w.r.t
			/voting	t	/voting	tota 1
			rights	$\circ$ ta	rights	share
	a	Acquirer(s) and PACs (other than sellers) $(*)$
		Bhagwat Metallics Limited (Acquirer)Onir Information Technology Limited (PAC)	NIL	NIL	60,00,000	20.176%
			9,32,203	3.134%	9,32,203	3.134%
	$\mathbf b$	Seller (s)
		Essar Telecom Limited	1,91,84,143		64.511% 1,31,84,143 44.335%

Note:

• (*) Shareholding of each entity may be shown separately and then collectively in a group. $\bullet$
• The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more $\bullet$ than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

For Bhagwat Metallics Limited

(formerly known as Essar Metallics Limited)

Name: Girish Sathe Designation: Director DIN: 00022998

Date: 28.12.2018 Place: Mumbai

January 9, 2019

The Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza, Block G,
Dalal Street	C1, Bandra Kurla Complex,
Mumbai - 400 001	Bandra (East), Mumbai - 400051
Security Code: 500463	Symbol: AGCNET

Intimation to Stock Exchanges in respect of acquisition under Regulation 10(6) of Sub: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir/Madam.

In compliance with Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we would like to inform you that Bhagwat Metallics Limited (formerly known as Essar Metallics Limited), the Acquirer, being a part of Promoter Group of AGC Networks Limited (hereinafter referred to as "ANL") has acquired 53,00,000 Equity Shares of the face value Rs.10/- each of ANL from Essar Telecom Limited, Mauritius, Promoter of ANL, by way of inter se transfer within promoter group, on the terms and conditions as mutually agreed.

Kindly take the same on your records and acknowledge the receipt of the same.

Thanking you,

For Bhagwat Metallics Limited

Girish Sathe Director

DIN: 00022998

Meta

$CC:$ AGC Networks Limited Equinox Business Park (Peninsula Techno Park), Off Bandra-Kurla Complex, LBS Marg, Kurla (West), Mumbai - 400070

Disclosures under Regulation 10(6) – Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI
(Substantial Acquisition of Shares and Takeovers) Regulatio

		1. Name of the Target Company (TC)	AGC Networks Limited
2.		Name of the acquirer(s)	Bhagwat Metallics Limited ("Acquirer") (formerly known as Essar Metallics Limited)
	3. Name of	the stock exchange where shares of the TC are listed	Bombay Stock Exchange Limited and National Stock Exchange of India Limited
	4. Details rationale,	of the transaction including if any, for the transfer/ acquisition of shares.	Inter-se transfer amongst promoter group
5.1	offer.	Relevant regulation under which the acquirer is exempted from making open	10(1)(a)(iii)
6.1	SO,	Whether disclosure of proposed acquisition was required to be made under regulation 10 (5) and if - whether disclosure was made and whether it was made within the timeline specified under Yes the regulations. - date of filing with the stock exchange.	December 28, 2018
7.1		Details of acquisition	Disclosures required to be made under regulation $10(5)$	Whether the disclosures under regulation $10(5)$ are actually made
	a.	Name of the transferor / seller	Essar Telecom Limited, Mauritius	Yes
	b.	Date of acquisition	January 4, 2019	Yes
	C.	Number of shares/voting rights in respect 53,00,000 of the acquisitions from each person mentioned in 7(a) above		Yes
	d.	Total shares proposed to be acquired / actually acquired as a % of diluted share capital of TC	17.82%	Yes
	e.	Price at which shares are proposed to be acquired / actually acquired	Rs. 70/- per equity share	Yes

8.	Shareholding details		Pre-Transaction		Post-Transaction
			of No. shares held	% w.r.t total share capital of TC	of No. shares held	% w.r.t total share capital of TC
	$\mathbf{a}$	Each Acquirer / Transferee(*) Bhagwat Metallics Limited (Acquirer)	NIL	NIL	53,00,000	17.82%
	b	Each Seller / Transferor Essar Telecom Limited	1,91,84,143	64.51	1,38,84,143	46.69

For Bhagwat Metallics Limited

Girish Sathe Director DIN: 00022998

Place: Mumbai Date: January 9, 2019

Note:

• (*) Shareholding of each entity shall be shown separately and then collectively in a group. $\bullet$
• The above disclosure shall be signed by the acquirer mentioning date & place. In case, there is more than $\bullet$ one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

January 7, 2019

The Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza, Block G,
Dalal Street	C1, Bandra Kurla Complex,
Mumbai - 400 001	Bandra (East), Mumbai - 400051
Security Code: 500463	Symbol: AGCNET

Sub: Disclosure under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Dear Sir/Madam,

In Compliance with Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we would like to inform you that Bhagwat Metallics Limited (formerly known as Essar Metallics Limited), the Acquirer, being a part of Promoter Group of AGC Networks Limited (hereinafter referred to as "ANL") has acquired 53,00,000 Equity Shares of the face value Rs.10/- each of ANL from Essar Telecom Limited, Mauritius, Promoter of ANL, by way of inter se transfer within promoter group, on the terms and conditions as mutually agreed.

Kindly take the same on your records and acknowledge the receipt of the same.

Thanking you,

For Bhagwat Metallics Limited

$O^\mu$ 10nka t

Priyanka Oka Director DIN: 08066379

CC: AGC Networks Limited Equinox Business Park (Peninsula Techno Park), Off Bandra-Kurla Complex, LBS Marg, Kurla (West), Mumbai - 400070

Registered off: Essar House, 27 Km, Surat Hazira Road, Hazira, Surat - 394270

Disclosure under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Part-A- Details of the Acquisition

$\omega$

Me,

$\frac{1}{2}$

Name of the Target Company (TC)	AGC Networks Limited
Name(s) of the acquirer and Persons Acting in Concert Bhagwat Metallics Limited ("Acquirer") (PAC) with the acquirer	(formerly known as Essar Metallics Limited)
	Onir Information Technology Limited ("PAC") (formerly known as Essar Information Technology Limited)
Whether the acquirer belongs to Promoter/Promoter Yes the Acquirer belongs to Promoter group category group
Name(s) of the Stock Exchange(s) where the shares of TC are Listed	Bombay Stock Exchange Limited and National Stock Exchange of India Limited
Details of the acquisition as follows	% w.r.t. total % w.r.t. total Number diluted share/voting capital wherever share/voting capital applicable() of the TC(*)
Before the acquisition under consideration, holding of acquirer along with PACs of:
Shares carrying voting rights a) Bhagwat Metallics Limited Onir Information Technology Limited	Nil 9,32,203	Nil 3.13	Nil 3.13
Shares in the nature of encumbrance (pledge/lien/ b) non-disposal undertaking/others)	Nil	Nil	Nil
Voting rights (VR) otherwise than by shares c)	Nil	Nil	Nil
other Warrants/convertible securities/any d) instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category)	Nil	Nil	Nil
(e) Total (a+b+c+d)	9,32,203	3.13	3.13
Details of acquisition
a) Shares carrying voting rights acquired Bhagwat Metallics Limited	53,00,000	17.82	17.82
b) VRs acquired otherwise than by shares	Nil	Nil	Nil
c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired	Nil	Nil	Nil
Shares in the nature of encumbrance (pledge/ d) lien/non-disposal undertaking/others	Nil	Nil	Nil
(e) Total (a+b+c+d)	53,00,000	17.82	17.82

	After the acquisition, holding of acquirer along with
PACs of:
a)	Shares carrying voting rights
	Bhagwat Metallics Limited	53,00,000	17.82	17.82
		9,32,203	3.13	3.13
	Onir Information Technology Limited
		Nil	Nil	Nil
	b) VRs otherwise than by equity shares
c)	Warrants/convertible securities/any other
	instrument that entitles the acquirer to receive	Nil	Nil	Nil
	shares carrying voting rights in the TC (specify
	holding in each category) after acquisition
	d) Shares in the nature of encumbrance (pledge/
	lien/ non-disposal undertaking/ others)	Nil	Nil	Nil
	(e) Total (a+b+c+d)
		62,32,203	20.95	20.95
	Mode of acquisition (e.g. open market / public issue /		Inter-se transfer amongst promoter group
	rights issue / preferential allotment / inter-se
	transfer/encumbrance, etc.)
	Salient features of the securities acquired including		Not Applicable
	time till redemption, ratio at which it can be
	converted into equity shares, etc.
	Date of acquisition of/ date of receipt of intimation of		January 4, 2019
	allotment of shares / VR/ warrants/convertible
	securities/any other instrument that entitles the
	acquirer to receive shares in the TC.
	Equity share capital / total voting capital of the		Rs. 29,73,76,490/-
	TC before the said acquisition		(2,97,37,649 equity shares of Rs. 10/- each)
	Equity share capital/ total voting capital of the		Rs. 29,73,76,490/-
TC after the said acquisition			(2,97,37,649 equity shares of Rs. 10/- each)
	Total diluted share/voting capital of the TC after the		Rs. 29,73,76,490/-
	said acquisition		(2,97,37,649 equity shares of Rs. 10/- each)

For Bhagwat Metallics Limited

Rivonlea Art. Priyanka Oka Director DIN: 08066379

Place: Mumbai Date: January 7, 2019

Note:

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

(***) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated.

ESSAR TELECOM LIMITED Essar House 10 Frere Felix de Valois Street Port Louis, Mauritius $T + (230)$ 405 1400 $F + (230)$ 213 9179 www.essar.com

OUR REF: ETL/RD994/0701

07 January 2019

To,

The Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers	Exchange Plaza, Block G,
Dalal Street	C1, Bandra Kurla Complex,
Mumbai - 400 001	Bandra (East), Mumbai - 400051
Security Code: 500463	Symbol: AGCNET

Dear Sir/Madam,

Intimation to Stock Exchanges in respect of sale by way of inter-se transfer under Sub: Regulation 29(2) and Regulation 29(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

In compliance with the disclosure requirements under Regulation 29 (2) and Regulation 29(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we would like to inform you that we have sold by way of inter-se transfer within promoter group 53,00,000 equity shares of the face value Rs.10/- each of AGC Networks Limited to Bhagwat Metallics Limited (formerly known as Essar Metallics Limited) on the terms and conditions as mutually agreed.

Request you to kindly take the same on your records and acknowledge the receipt the same.

Thanking You,

Yours faithfully

For and on behalf of Essar Telecom Limited

Authorised Signatory

CC:

AGC Networks Limited Equinox Business Park (Peninsula Techno Park), Off Bandra-Kurla Complex, LBS Marg, Kurla (West), Mumbai - 400070

Disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011

1. Name of the Target Company (TC)		AGC Networks Limited
	Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer	Essar Telecom Limited, Mauritius ("Seller")
		Onir Information Technology Limited ("PAC")
			(formerly known as Essar Information Technology
		Limited)
Promoter/Promoter group	3. Whether the acquirer belongs to		Yes Seller belongs to Promoter category.
4.	Name(s) of the Stock Exchange(s) where the			Bombay Stock Exchange Limited and National Stock
shares of TC are Listed		Exchange of India Limited
5. Details disposal/holding	of acquisition the of shares/voting rights /	Number	% w.r.t. total share/voting	% w.r.t. total diluted share/voting capital
	holding of the Acquirer/ Seller and PAC		capital wherever applicable	of the $TC(*)$
	Before the acquisition/disposal under
consideration, holding of:
a)	Shares carrying voting rights
Essar Telecom Limited		1,91,84,143	64.51	64.51
	Onir Information Technology Limited	9,32,203	3.13	3.13
b)	Shares in the nature of encumbrances (Pledge/	Nil
	lien/ non-disposal undertaking/ others)		Nil	Nil
c)	Voting rights (VR) otherwise than by shares	Nil	Nil	Nil
d)	Warrants/convertible securities/any other
	instrument that entitles the acquirer to	Nil	Nil	Nil
	receive shares carrying voting rights in the TC (specify holding in each category)
	(e) Total (a+b+c)	2,01,16,346	67.65	67.65
Details of acquisition/sale
	a) Shares carrying voting rights acquired/sold
Essar Telecom Limited		53,00,000	17.82	17.82
	b) VRs acquired /sold otherwise than by shares	Nil	Nil	Nil
c)	Warrants/convertible securities/any other instrument that entitles the acquirer to	Nil
	receive shares carrying voting rights in the TC		Nil	Nil
	(specify holding in each category) acquired/sold
$\mathsf{d}$	Shares encumbered/ invoked/ released by the
acquirer		Nil	Nil	Nil
	$(e)$ Total $(a+b+c)$	53,00,000	17.82	17.82

$\sqrt{\sqrt{N}}$

After the acquisition/sale, holding of:
a) Shares carrying voting rights Essar Telecom Limited Onir Information Technology Limited	1,38,84,143 9,32,203	46.69 3.13	46.69 3.13
b) Shares encumbered with the acquirer	Nil	Nil	Nil
c) VRs otherwise than by shares	Nil	Nil	Nil
d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition	Nil	Nil	Nil
(e) Total (a+b+c)	1,48,16,346	49.82	49.82
Mode of acquisition / sale (e.g. open market/ off-market / public issue / rights issue/ preferential allotment / inter-se transfer etc).	Inter-se transfer amongst Promoter Group
Date of acquisition / sale of shares / VR or date of receipt of intimation of allotment of shares, whichever is applicable		January 4, 2019
Equity share capital / total voting capital of the TC before the said acquisition-/ sale		Rs. 29,73,76,490/- (2,97,37,649 equity shares of Rs. 10/- each)
Equity share capital/ total voting capital of the TC after the said acquisition / sale		Rs. 29,73,76,490/- (2,97,37,649 equity shares of Rs. 10/- each)
Total diluted share/voting capital of the TC after the said acquisition/sale.		Rs. 29,73,76,490/- (2,97,37,649 equity shares of Rs. 10/- each)

For and on behalf of Essar Telecom Limited ("Seller")

Authorized Signatory

Place: Port Louis, Mauritius Date: 07 January 2019

(*) Total share capital/voting capital to be taken as per the latest filing done by the Company to the Stock Exchange under Clause 35 of the Listing Agreement.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.