Black Box Limited has filed its monitoring agency report for the quarter ended December 31, 2025, detailing the utilization of proceeds from its preferential issue of convertible warrants. The report, prepared by CARE Ratings Limited as the monitoring agency, provides insights into the company's fund deployment and compliance with regulatory requirements.

Issue Overview and Revisions

The company's preferential issue underwent significant modifications from its original structure. Initially planned for Rs. 410.00 crore, the issue size was reduced to Rs. 386.36 crore due to undersubscription. The company allotted 92,65,215 fully convertible warrants at an issue price of Rs. 417 each, compared to the originally proposed 98,32,123 warrants.

The company revised its issue objects through a special resolution passed via postal ballot on March 19, 2025. The revision added "Working Capital requirements of the Company" as a new object, while adjusting allocations for existing objects.

Object-wise Fund Allocation

The revised fund allocation reflects the company's strategic priorities and reduced issue size:

Fund Utilization During Q3 FY26

During the quarter ended December 31, 2025, the company utilized Rs. 2.08 crore specifically for working capital requirements, primarily for employee salary payments. This utilization was in line with the revised objects approved by shareholders.

Deployment of Unutilized Proceeds

The company has deployed its unutilized proceeds of Rs. 22.24 crore in fixed deposits with Bank of Maharashtra and maintains a monitoring account with HDFC Bank. The fixed deposits carry interest rates ranging from 3.75% to 4.50%, with varying maturity dates in early 2026.

Monitoring Agency Assessment

CARE Ratings Limited, serving as the monitoring agency, reported no major deviations from earlier monitoring reports. The agency confirmed that the company obtained necessary shareholder approvals for object revisions and that fund utilization during the quarter aligned with the revised objects.

The monitoring agency noted that while the company routed funds through its current account, which also recorded other business transactions, proper verification was conducted through bank statements, management certificates, email confirmations, and chartered accountant certificates.

Compliance and Timeline Status

The report indicates that the company remains compliant with regulatory requirements regarding fund utilization. The warrants have an 18-month conversion period from the date of allotment, and the company continues to utilize funds within the prescribed timelines for each tranche received.

The monitoring agency confirmed no delays in implementation of objects and noted that all fund utilization has been in accordance with the revised objects approved by shareholders through the special resolution.

Black Box Limited has announced the outcome of its board meeting held on February 11, 2026, approving Q3FY26 unaudited financial results and key corporate decisions including equity share allotment and senior management appointments. The company has also made available the earnings call recording for stakeholder access.

Financial Performance Overview

The company delivered strong Q3FY26 performance with consolidated revenue reaching ₹1,659.58 crores compared to ₹1,501.72 crores in Q3FY25, representing 11% year-on-year growth. Net profit for the quarter stood at ₹49.68 crores against ₹56.08 crores in the corresponding period last year.

Nine Months Performance

For the nine months ended December 31, 2025, consolidated revenue reached ₹4,630.91 crores compared to ₹4,422.33 crores in the corresponding period last year, representing 5% growth. Net profit for 9MFY26 stood at ₹152.76 crores against ₹144.31 crores in the previous year, showing 6% improvement.

Equity Share Allotment

The board approved allotment of 8,179 equity shares of ₹2 each at a premium of ₹415 per share to Manish Agarwal (Non-Promoter) pursuant to conversion of equal number of convertible warrants. The total consideration received was ₹34,10,643.

Following this allotment, the company's paid-up capital increased from 17,04,82,543 equity shares aggregating to ₹34,09,65,086 to 17,04,90,722 equity shares aggregating to ₹34,09,81,444. After the current allotment, 70,04,533 warrants remain outstanding for conversion.

Senior Management Appointments

The board approved eight officials as Senior Management Personnel based on revised organizational hierarchy:

Earnings Call Recording Available

Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, Black Box Limited has made available the audio recording of the earnings call hosted on February 12, 2026, for Q3 & 9M FY26 unaudited financial results. The recording link has been shared with stock exchanges for dissemination to all stakeholders. Company Secretary & Compliance Officer Aditya Goswami communicated this information to BSE and NSE through official correspondence.

Exceptional Items Impact

The company reported exceptional expenses of ₹21.92 crores in Q3FY26, including ₹13.96 crores for severance expenses, ₹2.56 crores for lease foreclosure, and ₹5.55 crores impact from New Labour Codes implementation effective November 21, 2025.

Regulatory Compliance

The board meeting commenced at 7:45 PM and concluded at 10:25 PM on February 11, 2026. The financial results were prepared in accordance with Indian Accounting Standard 34 and reviewed by statutory auditors MSKA & Associates LLP.