Independent Auditor's Review Report on Consolidated Unaudited Financial Results

Nature of Disclosure: This document comprises the Independent Auditor's Review Report and the accompanying Consolidated and Standalone Unaudited Financial Results for Black Box Limited for the quarter (Q2) and half-year (H1) ended September 30, 2026, prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The auditor, M S KA & Associates LLP, has performed a limited review of the statements. Their conclusion is that nothing has come to their attention to suggest the statements are not prepared in accordance with Ind AS 34 and relevant SEBI regulations, and that they do not contain any material misstatement. The report is not an audit opinion.

Key Financial Figures - Consolidated (Rs. in Crores)

Income Statement Highlights:

  • Quarter Ended September 30, 2026 (Q2 FY27):
  • Revenue from Operations: ₹1,936.30
  • Total Income: ₹1,939.49
  • Profit Before Tax (PBT): ₹81.28
  • Profit After Tax (PAT): ₹72.68
  • Total Comprehensive Income: ₹87.25
  • Basic EPS (after exceptional items): ₹4.09
  • Quarter Ended September 30, 2025 (Q2 FY26):
  • Revenue from Operations: ₹1,584.59
  • Total Income: ₹1,585.53
  • Profit Before Tax (PBT): ₹61.03
  • Profit After Tax (PAT): ₹55.65
  • Total Comprehensive Income: ₹84.33
  • Basic EPS (after exceptional items): ₹3.28
  • Six Months Ended September 30, 2026 (H1 FY27):
  • Revenue from Operations: ₹3,654.80
  • Total Income: ₹3,661.74
  • Profit Before Tax (PBT): ₹142.41
  • Profit After Tax (PAT): ₹128.60
  • Total Comprehensive Income: ₹145.69
  • Basic EPS (after exceptional items): ₹7.24
  • Six Months Ended September 30, 2025 (H1 FY26):
  • Revenue from Operations: ₹2,971.33
  • Total Income: ₹2,973.99
  • Profit Before Tax (PBT): ₹106.23
  • Profit After Tax (PAT): ₹103.08
  • Total Comprehensive Income: ₹145.96
  • Basic EPS (after exceptional items): ₹6.08
  • Full Year Ended March 31, 2026 (FY26):
  • Revenue from Operations: ₹6,321.85
  • Total Income: ₹6,327.83
  • Profit Before Tax (PBT): ₹239.14
  • Profit After Tax (PAT): ₹217.52
  • Total Comprehensive Income: ₹305.77
  • Basic EPS (after exceptional items): ₹12.78

Exceptional Items (Consolidated):

  • Q2 FY27: Expense of ₹12.50 Cr, comprising severance costs (₹9.38 Cr) and lease foreclosure costs (₹3.12 Cr).
  • H1 FY27: Expense of ₹31.41 Cr.
  • FY26: Expense of ₹62.85 Cr, which included an additional ₹5.55 Cr from the implementation of New Labour Codes.

Balance Sheet (Consolidated) as of September 30, 2026:

  • Total Assets: ₹5,360.22 Cr (Mar-26: ₹4,293.70 Cr)
  • Non-Current Assets: ₹1,731.41 Cr, including Property, Plant & Equipment (₹126.08 Cr), Right-of-Use Assets (₹296.61 Cr), Goodwill (₹963.33 Cr), and Other Intangible Assets (₹149.80 Cr).
  • Current Assets: ₹3,628.81 Cr, including Inventories (₹345.74 Cr), Trade Receivables (₹907.58 Cr), and Cash & Cash Equivalents (₹595.87 Cr).
  • Total Equity: ₹1,415.79 Cr (Mar-26: ₹1,286.91 Cr)
  • Total Liabilities: ₹3,944.43 Cr (Mar-26: ₹3,006.79 Cr)
  • Non-Current Liabilities: ₹1,920.36 Cr, including Borrowings (₹1,184.86 Cr).
  • Current Liabilities: ₹2,024.07 Cr.

Cash Flow (Consolidated) for H1 FY27:

  • Cash Generated from Operating Activities: ₹115.27 Cr
  • Cash Used in Investing Activities: ₹(276.48) Cr, primarily due to consideration paid for acquisition of subsidiaries (₹315.46 Cr).
  • Cash Generated from Financing Activities: ₹229.47 Cr, primarily from availment of term loans (₹395.06 Cr).
  • Net Increase in Cash: ₹68.26 Cr

Key Financial Figures - Standalone (Rs. in Crores)

Income Statement Highlights:

  • Quarter Ended September 30, 2026 (Q2 FY27):
  • Revenue from Operations: ₹109.81
  • Profit After Tax (PAT): ₹1.92
  • Basic EPS (after exceptional items): ₹0.11
  • Six Months Ended September 30, 2026 (H1 FY27):
  • Revenue from Operations: ₹206.19
  • Loss After Tax: ₹(0.48)
  • Basic Loss per share: ₹(0.03)

Balance Sheet (Standalone) as of September 30, 2026:

  • Total Assets: ₹903.56 Cr
  • Investment in Subsidiary: ₹305.86 Cr
  • Total Equity: ₹683.47 Cr

Material Notes and Disclosures

1. FEMA Non-Compliance (Emphasis of Matter by Auditor): The auditor draws attention to delays in remittance of import payments (₹20.44 Cr), repatriation of export proceeds (₹7.44 Cr), and other receipts (₹11.14 Cr) by the Holding Company and its Indian subsidiaries, beyond timelines stipulated under FEMA. Management has filed applications with Authorized Dealer banks for extension and condonation. The outcome is awaited. The standalone company has similar delays: import payments (₹2.97 Cr), export proceeds (₹5.64 Cr), and other receipts (₹10.90 Cr).

2. Acquisition: Effective May 1, 2026, the Group acquired 100% equity in 2S Inovações Tecnológicas S.A. for a total consideration of ₹427.34 Cr (including deferred/earn-out components). Provisional goodwill recognized is ₹568.23 Cr. The purchase price allocation is provisional.

3. Dividend: A final dividend of ₹1 per equity share (face value ₹2) for FY26 was approved by shareholders on September 16, 2026, and paid on September 23, 2026.

4. Share Capital: The paid-up share capital increased to ₹35.52 Cr (177,599,205 shares) from ₹35.50 Cr due to the allotment of 103,950 shares under an ESOP scheme during the quarter ended June 30, 2026.

5. Segment Reporting: Revenue is primarily from System Integration (Q2 FY27: ₹1,608.95 Cr) and Technology Product Solutions (Q2 FY27: ₹292.54 Cr).

6. Entities Included: The consolidation includes the Holding Company and 76 subsidiaries, as listed in Annexure 1, including Black Box Corporation, BBX Inc., and numerous other international entities.

Approval: The financial results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on November 13, 2026. They were signed by Sanjeev Verma, Whole-time Director.

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