Black Box Limited has announced a significant acquisition in the Brazilian market through its step-down subsidiary. The company disclosed that Black Box Do Brasil Indústria e Comércio Ltda. has entered into a definitive agreement to acquire 2S Inovações Tecnológicas, a leading Brazilian solutions integrator specializing in IT infrastructure, technologies, and managed services.

Acquisition Details

The transaction involves a comprehensive acquisition structure with multiple payment components:

The acquisition does not fall under related party transactions, and no promoter or group companies have any interest in the target entity. The transaction is subject to customary closing conditions, certain consents and approvals.

About 2S Inovações Tecnológicas

2S Inovações Tecnológicas is a well-established Brazilian technology solutions provider with a strong market presence spanning over 35 years. Founded in 1992 and based in São Paulo, Brazil, the company has evolved into a comprehensive end-to-end technology partner serving primarily private-sector customers across Global Enterprise, Enterprise, Mid-market, and Small and Medium Business segments.

Service Portfolio and Capabilities

2S offers a comprehensive range of technology solutions and services across multiple domains:

Core Service Offerings:

• Enterprise Networks including LAN, WAN, SD-WAN, Wi-Fi 6/6E/7, IoT, and Industrial Solutions
• Datacenter and Cloud Solutions encompassing Servers, ACI, Hyperconverged Infrastructure, Multi-Cloud, and AI Solutions
• Cybersecurity and Network Protection covering IT & OT Security, Zero Trust, SASE, Firewalls, Endpoint and Data Protection
• Digital Workplace & Collaboration solutions including Webex, Teams, Zoom, Contact Center and Calling Solutions
• Observability and Performance Management
• Implementation, Integration, and Project Management Services
• Managed Services, Maintenance, Monitoring & NOC with 24x7 support
• IaaS and OPEX-based cloud offerings

Financial Performance Track Record

2S has demonstrated consistent growth in recent years, with revenue figures based on Brazil GAAP:

Strategic Rationale

The acquisition aligns with Black Box Limited's long-term strategic objectives to expand its presence in Latin America and strengthen its end-to-end service portfolio. The transaction is expected to accelerate growth in high-value managed and recurring services, leveraging 2S's established customer base and comprehensive service capabilities in the Brazilian market. This move positions Black Box to better serve enterprise customers across the region while enhancing its technology solutions and managed services offerings.

Black Box Limited has allotted 8,179 equity shares to Manish Agarwal through conversion of convertible warrants on February 11, 2026. The Board of Directors approved the allotment at their meeting held on the same date, pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015.

Share Allotment Details

The equity shares were allotted at Rs. 417 per share, comprising a face value of Rs. 2 and a premium of Rs. 415 per share. The allotment was made against receipt of the balance subscription amount for warrant conversion.

Impact on Share Capital

The allotment resulted in an increase in the company's issued, subscribed and paid-up capital. The total number of equity shares outstanding increased from 17,04,82,543 to 17,04,90,722 shares.

Shareholding Pattern Changes

Manish Agarwal's shareholding in the company increased following the allotment, though his percentage holding remained unchanged at 0.01% due to the relatively small size of the allotment compared to the total share capital.

Warrant Conversion Process

The warrants were originally allotted on September 27, 2024, at Rs. 417 each. As per the conversion mechanism, 25% of the total consideration was received at the time of warrant allotment, while the balance 75% was received during the current conversion into equity shares.

Following this allotment, the company has 70,04,533 warrants outstanding for conversion. The newly allotted shares will rank pari passu with the existing equity shares of the company, carrying equal rights and privileges.