Black Box Ltd

Financial & operational highlights

• Revenue from operations ₹6,321.85 Cr; up 6% YoY.
• EBITDA ₹570 Cr; margin 9.0%.
• PAT ₹217.52 Cr; YoY growth 6%.
• Order backlog US$792 Mn; ₹7,000 Cr; up 57% YoY.
• FY2026 orders bookings exceed US$1B; up 35% YoY.
• ROCE 24% in FY2026.
• North America revenue 65% of FY2026 revenue.
• Net debt ₹286.97 Cr; gearing 22.30%.
• Acquisition: 2S Inovações Tecnológicas in Brazil; integration underway.
• Securitisation facility up to US$105m; expiry 2028.

Overview

• Consolidated BRSR for FY2025-26; ICT solution integration business.
• Reporting boundary: consolidated across global operations.
• 13 national offices and 52 international offices.
• Exports contribute 7.77% of Indian turnover; BBNS contributes 87.66%.
• Turnover solely from ICT solutions and services (100%).

Key ESG Risks & Opportunities

• Data security/privacy risk with potential negative financial impact; mitigations include ISO 27001 and privacy policy.
• Supply chain sustainability is an opportunity; ESG obligations communicated to suppliers.
• Waste management risk from e-waste and packaging; 5R approach and recycling.
• Climate resilience risk due to disruptions; decarbonisation and data disclosure planned.
• Energy efficiency opportunity through design; LED, HVAC optimization, low-GWP refrigerants.
• Ethics/anti-corruption risk; strong policies and training; governance oversight.
• Regulatory compliance risk; gap assessments and compliance structure.
• Board oversight on ESG via ESG Core Committee; policies approved by Board.

Governance & Policy Highlights

• Board oversees ESG via ESG Core Committee.
• Policies cover NGRBC principles and approved by Board.
• Policies translated into procedures.
• All policies extend to value chain partners.
• Ethics and Compliance Committee dissolved May 2026.
• Key policies include Code of Conduct, Bribery Policy, Whistleblower Policy, Human Rights Policy.

Social Responsibility & Workforce

• Total workforce 2,931; 2,370 male (80.9%), 561 female (19.1%).
• Differently abled: 39 employees (35 male, 4 female).
• Women on Board: 1 of 7; senior management: 0%.
• LTIFR: 1.13; 16 total injuries; 2 high-consequence injuries.
• Training: 100% BoD and 100% employees trained.
• Well-being spend: 1.18% of revenue.
• Transition support and veteran employment; 103 veterans hired.
• Community CSR: Matoshree Vidya Mandir digital lab; Solar Village initiatives.

Environmental Performance

• Total energy: 63,484 GJ; renewables 458.6 GJ; non-renewables 63,025 GJ.
• Scope 1 emissions: 5,138 tCO2e; Scope 2: 2,034 tCO2e; Scope 3: 58,889 tCO2e.
• Waste: non-hazardous 143 t; cardboard/paper 100% recycled; landfill 60 t.
• EPR: 0.3945 MT e-waste; regional WEEE compliance ongoing.
• Certifications include ISO 9001, 27001, 14001, 50001; SOC 2 Type II; Great Place to Work.
• Energy efficiency measures: LED lighting, HVAC optimization, low-GWP refrigerants; UK renewable electricity.

Stakeholder Engagement & Complaints

• Stakeholders: employees, investors, customers, partners, communities, regulators.
• Engagement frequency: quarterly to annual via Stakeholder Relationship Committee.
• Community CSR: Matoshree Vidya Mandir; Solar Village initiatives.
• Employee grievances: 2 discrimination; 2 wages; 0 sexual harassment.
• Whistleblower channels and ethics helpline; no retaliation.

Other Notable Metrics

• CSR turnover: 6,322 crore; standalone India figures used for CSR expenditure.
• No data breaches in FY2025-26; privacy framework aligned with GDPR/CCPA.
• Value-chain assessments: 80% of partners assessed for health/safety; 80% for working conditions.
• Related-party transactions: purchases 0.25%; sales 0.82% of totals.
• No product recalls; cyber/data privacy framework with ISO 27001/SOC 2; cyber insurance.
• Scope 3 emissions total 58,889 tCO2e; 0.93 MT CO2e per rupee turnover.

AGM details

• AGM scheduled for 16 September 2026 at 11:00 IST via VC.
• Proceedings deemed at Registered Office due to VC format.
• Remote e-voting: Sep 13–15, 2026; cut-off Sep 9, 2026.
• Dividend record date: 28 August 2026.
• Dividend payout if approved: 23 September 2026; TDS applies.

Ordinary resolutions

• Adopt standalone and consolidated financial statements for FY 2025-26.
• Re-appoint Anshuman Ruia as Director (retiring by rotation).
• Declare final dividend on equity shares for FY 2025-26.

Special resolutions

• Reclassification of authorized share capital and alteration of the Capital Clause.
• Alteration of Articles of Association consequent to capital reclassification.

Director remuneration

• Remuneration proposed for Anshuman Ruia: NIL.
• Remuneration drawn during FY2026: NIL.
• Director holds no other listed company directorships.
• Shareholding in Black Box Limited: None.

Capital structure notes

• Reclassification maintains total Authorised Share Capital; increases equity headroom.
• Amend MOA/Articles to reflect revised capital structure.

Meeting Details

• Date and format: August 13, 2026; group earnings call (virtual) for Q1 FY27.
• Organiser: Black Box Limited; IR advisors: Strategic Growth Advisors.

Participants

• Key company participants: CEO (WTD), CFO (Executive Director & Global CFO), Head of Investor Relations.

Purpose

• Discuss Q1 FY27 unaudited results (consolidated & standalone) and provide outlook; investor interaction.

Availability

• Recording: the call was recorded; audio recording uploaded to stock exchanges.
• Transcript of earnings call attached.

Financial Performance

• Q1 FY27 revenue INR1,719 crores, up 24% YoY; two months Brazil 2S consolidation.
• EBITDA INR160 crores, up 38% YoY; margin 9.3% (up 90 bps).
• PAT INR56 crores, up 18% YoY.
• Order bookings US$339 million; backlog US$950 million, up 83% YoY.
• Two months consolidation from Brazil acquisition 2S included.
• 2S Brazil contributed INR60 crores in Q1; rest revenue organic.

Operating Update

• New US$131 million hyperscaler order; Brazil 2S acquisition expands networking, cybersecurity, managed services.
• Backlog supports long multi-year engagements; data center deals show 24–36 month tenure.
• Plan to onboard ~2,000 professionals; strengthen global delivery platform.
• 2S Brazil acquisition expands Latin America footprint; provides platform for broader opportunities.

Guidance and Outlook

• FY27 guidance: End-March 31, 2027 backlog US$1.3–1.4b.
• Order bookings for the year US$1.3–1.4b; growth 32–45%.
• Revenue INR7,800–8,000 crores; growth 23–27%.
• EBITDA INR725–750 crores; margin 9.3–9.4%.
• PAT INR300–325 crores; growth 38–50%.
• Q2–Q4 execution expected to improve; backlog supports FY27 targets.

Q&A Highlights

• Organic revenue excluding 2S Brazil contributed INR60 crores in Q1; total INR1,719 crores.
• Operating cash flow expected to improve in FY27; positive cycle ahead.
• Backlog growth mostly from late-year execution; spill into FY28.
• Non-data center enterprise growth ~10%; overall growth guidance ~25%.
• Margin trajectory: long-term EBITDA target ~10% at scale; Q4 expected in range.
• Hyperscaler order is 100% services.

Issue overview

• Type: preferential issue of warrants convertible into equity shares.
• Total issue size revised downward due to undersubscription.
• Main objectives: investment in subsidiaries, general corporate purposes, and working capital.

Utilisation of proceeds

• Utilisation deviated from offer document; working capital object added by shareholders.
• Means of finance changed; issue size reduced due to undersubscription.
• No major deviations observed vs earlier monitoring agency reports.
• Investment in subsidiaries: revised cost; utilised; remaining unutilised funds.
• General corporate purpose: revised allocation; utilised; small unutilised balance.
• Working capital: revised allocation; utilisation under revised objects; ongoing.
• Unutilised funds parked in fixed deposits; bank deposit balances.

Governance & compliance

• Shareholder approval obtained via special resolution for revised objects.
• No other material events or regulatory issues reported.
• All required approvals status: as reported; no pending approvals.

GCP

• Nil utilization reported for GCP in the quarter.
• Board approval obtained for revised GCP allocation.