BLACK BOX LIMITED — Proxy Solicitation & Information Statement 2022

Mar 21, 2022

BBOX/SD/SE/2022/37

March 21, 2022

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: Notice of Postal Ballot of Black Box Limited (Formerly known as AGC Networks Limited)

Ref: Script Code: 500463 NSE Symbol: BBOX

Dear Sir/Madam,

We refer to our intimation vide letter ref. no. BBOX/SD/SE/2022/31 dated March 14, 2022 regarding Notice of Postal ballot for seeking approval of the Members w.r.t. approving the alteration in the Articles of Association and sub-division of equity shares of the Company.

In this regard, please find enclosed herewith Notice of Postal Ballot circulated today to the shareholders of the Company via electronic mode. The copy of the aforesaid Notice is also available on the website of the Company at www.blackbox.com.

The cut-off date for the purpose of remote e-voting for the Postal Ballot is Friday, March 18, 2022. The Calendar of events w.r.t. the Postal ballot process is also annexed herewith for your reference.

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

Thanking you.

For Black Box Limited

Company Secretary & Compliance Officer

BLACK BOX LIMITED (Formerly AGC Networks 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

Calendar of events for Postal Ballot

	BLACK	B<)x
Calendar	of events for Postal Ballot
	Sr. No. Particulars of events	Day and Date
	1. Date on which consent was given by Scrutinizer	Thursday, February 24, 2022
	2. Date of meeting of the approving the Board Ballot Notice and Explanatory Statement	Postal Monday, March 14, 2022
	3. Date of appointment of Scrutinizer	Monday, March 14, 2022
4	Date/Benpos determining Cut-off date for	the Friday, March 18, 2022
	Shareholders to whom Postal Ballot Notice will be sent and also for reckoning voting rights
	5. Proposed Date of completion of Circulation of Notice	Monday, March 21, 2022
	6. Date of advertisement publication of in	newspaper Tuesday, March 22, 2022
	regarding Notice circulation Postal Ballot the of to Members
	7. Date of Commencement of e-voting	Tuesday, March 22, 2022
	8. Last date for e-voting	Wednesday, April 20, 2022
	9. Date deemed which resolution/s on be will to	be Wednesday, April 20, 2022
	passed submission Report 10. Date Scrutinizer of of to	the Thursday, April 21, 2022
	Chairman
	11. Date of declaration of results by the Chairman or any Thursday, April 21, 2022
	person authorized by him in writing 12. Date of intimation of the results to the BSE Limited, Thursday, April 21, 2022

BLACK BOX LIMITED (Formerly AGC Networks Limited)

Registered Office: 501, 5th Floor, Building No. 9, Airoli Knowledge Park, MIDC Industrial Area, Airoli, Navi Mumbai 400 708, India

POSTALBALLOTNOTICE

[PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014]

Dear Member(s),

Notice is hereby given in terms of the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act'') read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules'') {including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI LODR Regulations"), Secretarial Standards on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021, 10/2021 dated June 23, 2021 and 20/2021 dated December 8, 2021 and in view of COVID-19 pandemic the resolution(s) appended below are proposed to be passed by the Members of Black Box Limited (Formerly known as AGC Networks Limited){"the Company") through postal ballot by way of electronic voting ('Postal Ballot').

The draft resolution(s) proposed to be passed by way of Postal Ballot and the Explanatory Statement setting out the material facts concerning the said resolution(s) and the reasons thereof, are annexed hereto for your consideration. The Board of Directors of the Company has appointed Dr. S. K. Jain, Practicing Company Secretary from M/s. S. K. Jain & Co. (Membership No. 1473 & C.P. No. 3076) as 'Scrutinizer' for conducting the Postal Ballot process in a fair and transparent manner.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of this Notice for casting of votes by remote e-voting. The remote e-voting period commences at 9:00 AM (IST) on Tuesday, March 22, 2022 and ends at 5:00 PM (IST) on Wednesday, April 20, 2022. Remote e-Voting will be blocked immediately thereafter and no e-voting will be allowed beyond the said date and time. The Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing remote e-voting facility to its Members.

Upon completion of scrutiny of the votes cast through remote e-voting, the Scrutinizer will submit his report to the Chairman of the Company or to any other person authorized by him. The results of the voting conducted by Postal Ballot (through remote e-voting process) along with the Scrutinizer's Report will be made available on the website of the Company at hitps://investors.blackbox.com and intimated to the Stock Exchanges, where the shares of the Company are listed, on or before Thursday, April 21, 2022. Additionally, the results will also be published in newspapers and also uploaded on the website of NSDL at www.evoting.nsdl.com. The Resolution, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e. Wednesday, April 20, 2022.

ITEM NO.1

AMENDMENT IN THE ARTICLES OF ASSOCIATION ("AOA") OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), the consent of the Company be and is hereby given to alteration of the Articles of Association of the Company by inserting following new sub-clause (c) after existing clause 65 (b) of the Article of Association:

Clause 65 (c}

"Subject to the provisions of the Companies Act, 2013, the Company may by Special Resolution:

• (i) consolidate and divide all or any of its share capital into shares of larger nominal amount than its existing shares;
• (ii) sub-divide its existing shares or any of them into shares of smaller nominal amount than is fixed by the memorandum;
• (iii) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and add back the same to the share capital."

ITEM NO.2

SUB - DIVISION OF EQUITY SHARES

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 61, 64 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with Rules framed thereunder (including any statutory modifications or reenactments thereof for the time being in force) and the provision of Memorandum and Articles of Association of the Company and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and subject to such other approvals, consents, permissions and sanctions as may be required from the appropriate authorities, consent of the members of the Company be and is hereby accorded for sub-division of each Equity Share of face value of Rs. 10/- into Five (5) Equity Shares of face value of Rs. 2/ each, with effect from the record date to be determined by the Company for the said purpose.

RESOLVED FURTHER THAT pursuant to provision of Section 13 and other applicable provisions, if any, of the Act and the Rules framed thereunder, consent of the members of the Company be and is hereby accorded to delete and substitute the existing Clause V of the Memorandum of Association of the Company with the following new clause:

"V The Authorised Share Capital of the Company is Rs. 145,00,00,000/- (Rupees One Hundred and Forty Five Crores only) divided into 22,50,00,000 (Twenty Two Crores Fifty Lakh) Equity Shares of Rs. 2/- (Rupees Two only) each, 50,00,000 (Fifty Lakh) Cumulative/Non- Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred only) each and 50,00,000 (Fifty Lakh) Convertible Preference Shares of Rs. 100/- (Rupees Hundred only) each or such other denomination as maybe approved by the Board on split or consolidation of such Preference Shares, with a right to receive dividends from year to year at a rate or rates not exceeding 15% per annum as may be determined by the Board of Directors at the time of issue of these shares, with power to increase or reduce such Capital from time to time, in accordance with the regulations of the Company and the legislative provisions for the time being in force in this behalf and with power to divide the Shares in the Capital for the time into Equity Share Capital or Preference Share Capital and to attach thereto respectively any preferential, qualified or special rights, privileges or conditions. If and whenever the Capital of the Company is divided into Shares of different classes, the rights of any such claims may be varied, modified, affected, extended, abrogated or surrendered as provided in the Articles of Association of the Company and the legislative provisions for the time being in force."

RESOLVED FURTHER THAT pursuant to provisions of Section 14 and other applicable provisions, if any, of the Act and Rules framed thereunder, consent of the members of the Company be and is hereby accorded to delete and substitute the existing Article 4A of Articles of Association of the Company with the following new Article 4A:

"4A. The Authorised Capital of the Company is Rs. 145,00,00,000/- (Rupees One Hundred and Forty Five Crores only) divided into :-

• i) 22,50,00,000 (Twenty Two Crores Fifty Lakh) Equity Shares of Rs. 2/- (Rupees Two only) each;
• ii) | 50,00,000 (Fifty Lakh) Cumulative/Non-Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred only) each with a right to receive dividends from year to year at a rate or rates not exceeding 15% per annum as may be determined by the Board of Directors at the time of issue of these shares;
• iii) | 50,00,000 (Fifty Lakh) Convertible Preference Shares of Rs. 100/- (Rupees Hundred only) each or such other denomination as may approved by the Board of Directors on split or consolidation of such Preference Shares with a right to receive dividends from year to year at a rate or rates not exceeding 15% per annum as may be determined by the Board of Directors at the time of issue of these shares;

each with the rights, privileges and conditions attached thereto as per the relevant provisions contained in that behalf in these presents and with power to increase or reduce the capital and to divide the shares in the capital of the Company for the time being into Equity Share Capital and/or Preference Share Capital with qualified or special rights, privileges or conditions as may be determined in accordance with these presents and to modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be permitted by the Act or provided by these presents."

RESOLVED FURTHER THAT pursuant to the sub-division of equity shares of the Company with effect from the record date, each Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten Only) in the issued, subscribed and paid-up Equity Share capital shall stand sub-divided into 5 (five) Equity Shares of a face value of Rs. 2/- (Rupee Two Only) each and upon division, the shares shall rank pari-passu in all respects with each other and carry the same rights as to the existing fully paid-up Equity Share of Rs. 10/- (Rupees Ten only) each of the Company.;

RESOLVED FURTHER THAT upon sub-division of the Equity Shares as aforesaid, the existing Share Certificate(s) in relation to the existing Equity Share of the face value of Rs. 10/- (Rupees Ten only) each held in the physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date of the subdivision and it is required to surrender the existing physical Share Certificate(s), to the Company/RTA to issue and dispatch the new Share Certificate(s) of the Company, in lieu of such existing issued Share Certificate(s) subject to the provisions of the Companies (Share Capital and Debenture) Rules, 2014 and in the case of the Equity Shares held in the dematerialized form, the number of sub-divided Equity Shares be credited to the respective beneficiary accounts of the Shareholders with the Depository Participants, in lieu of the existing credits representing the Equity Shares of the Company before sub-division.

RESOLVED FURTHER THAT Mr. Sanjeev Verma (DIN:06871685), Whole-Time Director, Mrs. Mahua Mukherjee (DIN: 08107320), Executive Director, Mr. Deepak Kumar Bansal (DIN: 07495199), CFO & Executive Director and Mr. Aditya Goswami, Company Secretary & Compliance Officer of the Company, be and are hereby severally authorized to file any form, application, return, disclosure and other necessary documents with the Registrar of Companies, Stock Exchanges or any other regulatory or statutory authority as may be required and to do all such acts, deed and things as may be necessary or incidental to give effect to the aforesaid resolution."

By Order of the Board of Directors of Black Box Limited (Formerly known as AGC Networks Limited)

Sd/-

Aditya Goswami Place: Navi Mumbai Company Secretary & Compliance Officer Date: March 14, 2022 Membership No. A27365

Registered Office:- 501, 5th Floor, Building No.9, Airoli Knowledge Park, MIDC Industrial Area, Airoli, Navi Mumbai - 400 708

NOTES:

• 1. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and relevant MCA Circulars, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The Company has engagedthe services of National Securities Depository Limited ("NSDL") to provide e-voting facility to its Members. The detailed procedure with respect to e-voting is mentioned in this Postal Ballot Notice (the "Notice").
• The relevant Statement pursuant to the provisions of Section 102 of the Act read with Rule 22, setting out the material facts relating to the proposed resolution(s) and the reasons thereof is annexed hereto and forms part of this Notice.
• In terms of the guidelines provided vide the MCA Circulars mentioned above, the Company is sending this Notice in electronic form only. Accordingly, the communication of the assent or dissent of Members would take place through the process of remote e-voting only.
• This Notice is being sent electronically only to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories as on Friday, March 18, 2022 ("Cut-off Date"). The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the Cut-off Date.
• Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible for casting their votes through remote e-voting. A person who is not a Member onthe Cut-off Date should treat this Notice for information purposes only. It is however, clarified that all Members ofthe Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their e-mail IDs with the Company, Registrar and Share Transfer Agent, DP and Depositories} shallbe entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified hereinafter in this Notice.
• All members and investors are hereby advised to contact Datamatics Business Solutions Limited, Registrar and Share Transfer Agent ("Datamatics") at the below mentioned contact details for any assistance, request or instruction regarding transfer or transmission of shares, dematerialization of shares, change/updation of residential address/email address/contact number, non-receipt of annual report, dividend payments or any other query/grievance relating to the shares of the Company: M/s. Datamatics Business Solutions Limited

Plot No. B-5, Part B, Cross Lane, MIDC, Andheri (East), Mumbai — 400093 Tel: +91 22 6671 2001 to 6671 2006 Fax: +91 22 6671 2209 E- mail: investorsqry@datamaticsbpm.com

• To support the 'Green Initiative', Members who have not yet registered their e-mail addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Datamatics in case the shares are held by them in physical form.
• Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs (in case the shares are held by them in electronic form) as well as to Datamatics.
• The remote e-voting shall commence on Tuesday, March 22, 2022 and ends at 5:00 PM (IST) on Wednesday, April 20, 2022. During this period, Members of the Company holding shares in physical ordematerialized form as onthe Cut — Off Date may cast their vote electronically. The remote e-voting module shallbe disabled by NSDL for voting thereafter.
• 1. The Board of Directors of the Company has appointed Dr. S. K. Jain, Practicing Company Secretary from M/s. S. K. Jain & Co. (Membership No. 1473 & C.P. No. 3076) as 'Scrutinizer' for conducting the Postal Ballot process in a fair and transparent manner.
• 1. The Scrutinizer will submit his report to the Chairman or any other person authorised by him after scrutiny of the votes cast through remote e-voting on the result of the Postal Ballot on or before Thursday, April 21, 2022. The Scrutinizer's decision on the validity of votes cast through Postal Ballot will be final.
• 1. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website https://investors.blackbox.com/ and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared by the Chairman or any other person authorized by the Board, and the same shall be communicated to BSE Limited ("BSE") and The National Stock Exchange of India Limited ("NSE"}, where the shares of the Company are listed. Members may download the Notice from the Company's website at Black Box Limited Page 6
• 1. The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-voting i.e. Wednesday, April 20, 2022.
• 1. https://investors.blackbox.com/wpcontent/uploads/2021/02/Postal-Ballot-notice-final.pdf_orfrom NSDL's website at www.evoting.nsdl.com.. A Copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.

INSTRUCTIONS FOR E-VOTING

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

STEP 1: ACCESSTO NSDL E-VOTING SYSTEM

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

Login method for Individual shareholders holding securities in demat mode is given below:
-------------------------------------------------------------------------------------------	--

In terms of SEBI circular dated demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:	December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their
Type of shareholders	Login Method
Individual Shareholders holding Securities in demat mode with NSDL	e-Services website of NSDL Viz. Existing IDeAS user can visit the https://eservices.nsdl.com either on a Personal Computer or on a mobile. Onthe e-Services home page click on the "Beneficial Owner" under which under 'IDeAS' "Login" available icon is section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to added e-Voting services under Value services. see Click on e-Voting" under e-Voting services and you will be "Access to able to see e-Voting page. Clickon company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e Voting period. If you are not registered for IDeAS e-Services,option to register is 2. available at https://eservices.nsdl.com Select "Register Online IDeAS Portal" click for or at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Page 7	Black Box Limited

	https://web.cdslindia.com/myeasi/Registration/EasiRegistratio n e-Voting page by Alternatively, access user can the directly 4. providing demat Account Number and PANNo. from a link in www.cdslindia.com home page. The system will authenticate by sending OTP Mobile registered Email the user on & as recorded in the demat Account. After successful authentication, ESP i.e. NSDL provided respective user will for the be links where the e-Voting is in progress.
Individual Shareholders (holding securities in You demat mode) login through their depository account participants	demat credentials of your can using the also login login through Depository your Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Clickon e-Voting option, you will be redirected NSDL/CDSL Depository authentication, successful after site to whereinyou can see e-Voting feature. Click on company nameor e Voting service provider i.e. NSDL and you will be redirected to e Voting website of NSDL for casting yourvote during the remote e virtual meeting Voting during period voting or joining the & meeting.
Password option available at abovementioned website. Page 9	Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

A) Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i-e. NSDL and CDSL

	Login type	Helpdesk details
	Individual Shareholders holding securitiesin demat mode with NSDL	Members facing any technical can contact issue in login NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 1800 22 44 30 and
	Individual Shareholders holding securitiesin demat mode with CDSL	Members facing any technical can contact issue in login by — sending helpdesk CDSL request at a helpdesk.evoting@cdslindia.ccom contact 022- or at 23058738 or 022-23058542-43
B)	shareholders holding securities in physical mode	Login Method for shareholders other than individual shareholders holding securities in demat mode and
	How to Log-in to NSDL e-Voting website?
	website e-Voting NSDL. the Visit of 1. https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.	Open web browser following typing URL: the by
	2. 'Shareholder/Member' section.	Once the home page of e-Voting system is launched, click on the icon "Login" which is available under
	Anew screen will open. You 3. shown on the screen.	will have to enter your User ID, your Password/OTP and a Verification Code as
	Alternatively, you registered are if https://eservices.nsdl.com/	NSDL eservices you IDEAS, can for log-in at i.e. with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

B) Login Method for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

1. Your User ID details are given below :

	Manner of holding shares i-e. Demat (NSDLor CDSL) or Physical	Your User ID is:
a)	For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
	with NSDL d t t emar account WI	For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
	For Members who hold shares in b) demat account with CDSL	16 Digit Beneficiary ID
		For example if your Beneficiary ID is 12**#* then your user ID is 12* ###*%
c)	For Members holding shares in PhysicalForm	EVEN Number followed by Folio Number registered with the company
		number is 001 For example if folio EVEN is101456 and then user ID is 101456001
		Password details for shareholders other than Individual shareholders are given below:
a)	vote.	If you are already registered for e-Voting, then you can user your existing password to login and cast your
b)	If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c)	How to retrieve your 'initial password'?
	(i)	If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf fileis your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number forshares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
		please follow steps mentioned below in process for those registered,

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf fileis your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number forshares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholderswhose email ids are not registered.

• If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registeredaddress etc.
• d) |Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• Now, you will have to click on "Login" button.
• After you click on the "Login" button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• Now you are ready for e-Voting as the Voting page opens.
• Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• Upon confirmation, the message "Vote cast successfully" will be displayed.
• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to skjaincs1944@gmail.com with a copy marked to evoting@nsdl.co.in.
• Itis strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key inthe correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.:1800 1020 990 and 1800 22 44 30 or send a request to Ms. Soni Singh — Assistant Manager, NSDL at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registeredwith the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this Notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@agcnetworks.com.
• In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investors@agcnetworks.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode. Page 13 Black Box Limited
• Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring userid and password for e-voting by providing above mentioned documents.
• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained withDepositories and Depository Participants. Shareholders are required to update their mobile number and email IDcorrectly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.1

AMENDMENT IN THE ARTICLES OF ASSOCIATION ("AOA") OF THE COMPANY

The provisions with respect to Capital Restructuring contained in the existing Articles of Association of the Company are not exhaustive and provide for limited restructuring mechanism. It is proposed to align the said provisions with Section 61 of the Companies Act, 2013. With this view, it is proposed to amend the existing provisions in the Articles of Association of the Company by adding following power under new clause 65 (C) of the AOA:

• a. Consolidation of shares in the Share Capital of the Company into larger nominal amount;
• b. Sub-division of shares in the Share Capital of the Company in lower nominal amount;
• c. Cancelation of any shares which have not been taken or agreed to be taken by any person and add back the same to the share capital.

This will enable the Company to proceed with any future capital alteration restructuring plans beneficial for the Company and permitted by law.

Accordingly, the Board recommends the resolution as set out at Item No. 1 of this Notice, for the approval of the members as Special Resolution.

None of the Directors or Key Managerial Personnel or any relative of any of the Directors/ Key Managerial Personnel of the Company are, in any way, concerned or interested, financially or otherwise, in resolution as set out at Item No. 1 of the accompanying Notice.

ITEM NO.2

The Equity Shares of your Company are listed and traded on BSE Ltd and National Stock Exchange of India Ltd.

Presently the Authorised Share Capital of the Company is Rs. 145,00,00,000/- (Rupees One Hundred and Forty Five Crores only) divided into 4,50,00,000 (Four Crores Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each, 50,00,000 (Fifty Lakh) Cumulative/Non- Cumulative Redeemable Preference Shares of Rs. 100/- (Rupees Hundred only) each and 50,00,000 (Fifty Lakh) Convertible Preference Shares of Rs. 100/- (Rupees Hundred only) each.

Over the years, the company has performed well and our investors and Shareholders have shown tremendous confidence. With an aim to encourage wider participation of investors and improve the liquidity of the Equity Shares in the stock market, the Board of Directors at its meeting held on March 14, 2022 has considered and recommended the Sub-division of each Equity Share of the Company of the face value of Rs.10/- (Rupees Ten Only) into 5 (Five) Equity Shares of Rs. 2/- (Rupees Two only) each fully paid up subject to approval of the Members and other statutory and regulatory approvals, as applicable.

The record date for the aforesaid sub-division of equity shares shall be fixed by the Board after the approval of the members is obtained for the proposed sub-division.

In the opinion of the Board, proposed sub-division of the equity shares is in the best interest of the Company and its investors and therefore the Board at its meeting held on March 14, 2022, approved the aforesaid sub-division subject to requisite approval of the members. There will not be any change in the amount of authorized, subscribed and paidup share capital of the Company on account of sub-division of equity shares.

The sub-division of equity shares proposed under business item No. 2 of this Notice shall also require amendment to the existing Clause V of the Memorandum of Association of the Company and Article 4A of the Articles of Association of the Company as set out under item no. 2 of this Notice. Pursuant to Sections 13, 14, 61 and other applicable provisions of the Act and the Rules made thereunder, approval of the members by way of Special Resolution is required for the aforesaid sub-division and carrying out amendment to the Memorandum and Articles of Association of the Company.

In view of the above, the Board recommends the resolution as set out at Item No. 2 of this Notice, for the approval of the members as Special Resolution.

None of the Directors or Key Managerial Personnel or any relative of any of the Directors/ Key Managerial Personnel of the Company are, in any way, concerned or interested, financially or otherwise, in resolution as set out at Item No. 2 of the accompanying Notice.