Subex Ltd

Dear Members,

Your Directors take pleasure in presenting the 30^th Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2024, is summarized as below

(Rs. in Lakhs)

2. STATE OF AFFAIRS

As the world gradually adapted to the new normal, the industry experienced a resurgence in demand for telecom services, with consumers and businesses relying heavily on connectivity solutions. Subex played a pivotal role in supporting this revival through its innovative offerings and strategic initiatives.

The Company underwent a crucial management change during the first quarter of the FY 24, with the appointment of a new CEO. The fresh leadership brought in a renewed vision and focus, guiding Subex towards sustainable growth and profitability. The new CEO's strategic direction and emphasis on customer-centric solutions garnered positive responses from clients worldwide, paving the way for strong partnerships.

Subex's investment in AI initiatives proved to be a game-changer for the Company. Customers responded favourably to the integration of artificial intelligence in their solutions, appreciating the enhanced efficiency and insights gained from AI-led projects. As a result, the Company witnessed an upswing in new project collaborations across the globe.

WiththemomentumgainedfromsuccessfulAIdeployments, Subex now looks forward to the next phase of growth under its new leadership. The Company is diligently fine-tuning its strategic approach to stay ahead in the dynamic telecom market. As they continue to pioneer innovative solutions and prioritize customer needs, Subex is poised for a promising future, ensuring their sustained success in the years to come.

During the financial year ended March 31, 2024, the total income on a consolidated basis stood at Rs. 31,645 lakhs as against Rs. 28,685 lakhs during the previous year. The loss incurred for the financial year 2023-24 is Rs. 19,173 lakhs as against a profit of Rs. 5,121 lakhs in the previous year. On a standalone basis the total income is Rs. 27,052 lakhs as against the total income for the previous year which was

Rs. 27,594 lakhs. The Company has during the year under review incurred a loss of Rs. 21,325 lakhs as against a loss of

Rs. 6,876 lakhs in the previous year.

3. DIVIDEND

The Board has not proposed any dividend to be paid for the financial year 2023-24.

The dividend distribution policy of the Company is available under the link https://www.subex.com/investors/ shareholder-services/.

4. RESERVES

The Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation due to losses in the current year.

5. SHARE CAPITAL

As of March 31, 2024, the authorized share capital of the Company was Rs. 590,00,00,000 (Rupees Five hundred and ninety crores only) divided into 117,60,80,000 (One Hundred and seventeen crores, sixty lakhs and eighty thousand only) equity shares of Rs. 5 (Rupees Five only) each and 2,00,000 (Two lakhs only) preference shares of Rs. 98 (Rupees Ninety-eight only) each.

As of March 31, 2024, the issued, subscribed, and paid-up share capital of the Company was 281,00,14,675 (Rupees Two Hundred and eighty one crores fourteen thousand six hundred and seventy five only) divided into 56,20,02,935 (Fifty six crores, twenty lakhs, two thousand nine hundred and thirty five only) equity shares of Rs. 5 (Rupees Five only) each. During the period under review, there is no change in share capital of the Company.

6. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, as amended, from time to time.

7. BUSINESS

Subex is committed to help Communications Service Providers (CSP) create connected experiences in the digital world. Today, we provide solutions for 75% of the world's top 50 Telcos. Founded around the time when video telephony was launched, Subex has been witnessing the evolution of mobile technology ever since. Today, we are consultants to global telecom carriers for operational excellence and business transformation by driving new revenue models, enhancing the customer experience and optimizing the enterprise. Subex leverages its award-winning analytics solutions in areas such as Revenue Assurance, Fraud Management, Enterprise Asset Management, Partner Management and Analytics ‘Revenue Management Services/ RMS business'. Subex also offers scalable Managed Services and Business Consulting Services. Through HyperSense, an AI-first line of offerings, Subex empowers communications service providers to make faster, better decisions by leveraging Artificial Intelligence (AI) and analytics across the data value chain.

Being truly a global company, it has more than 300 installations across 100+ countries.

Tier-1 APAC Operator Embraces AI-based Fraud Management and Business Assurance Solutions Through Partnership with Subex

Subex announced that it has won a deal with a leading telecom operator in Southeast Asia. This deal involves the deployment of Subex's state-of-the-art Business Assurance and Fraud Management solutions on HyperSense. This significant development continues the over two-decade-long alliance between Subex and the operator, building on the successful implementation of ROC Revenue Assurance and Fraud Management systems.

HyperSense Fraud Management now available on Google Cloud

Subex announced the general availability of its Fraud Management solution on Google Cloud. This collaboration combines Subex's extensive fraud management expertise with the unparalleled scalability, reliability, security, advanced analytics, and robust partner ecosystem offered by Google Cloud. This joint venture will improve fraud prevention in the telecommunications industry.

Further developments that took place in 2024:

Tier 1 APAC Operator Selects Subex for AI-Driven Business Assurance

Subex announced a deal win with a leading telecom operator in the APAC region. This deal, signed by Subex (Asia Pacific) Pte Ltd, (wholly owned subsidiary of the Company) leveraging Subex's advanced Business Assurance solution on HyperSense, marks the continuation of a productive alliance that spans over 15 years, building on the ROC Revenue Assurance system's success.

Subex Introduces Technology Readiness Index for Business Assurance: A Global Benchmark

Subex unveiled the first ever Technology readiness Index for Business Assurance: A Global Benchmark. This pivotal new survey explores how Revenue/Business Assurance (RA/BA) functions in the telecoms industry have matured, assessing the strategic deployment of artificial intelligence (AI) and machine learning (ML) technologies and their impact on tangible ROI achievement.

8. SUBSIDIARIES (WHOLLY OWNED AND OTHER SUBSIDIARIES)

As on March 31, 2024, the Company has 11 subsidiaries. SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES

For the year ended March 31, 2024, Subex Assurance LLP earned a net income of Rs. 2,139 lakhs as against net income of Rs. 2,437 lakhs in the previous year and a net loss of

Rs. 13,944 lakhs, as against a net loss of Rs. 793 lakhs in the previous year.

As at March 31, 2024, Subex Limited held 99.99% of the capital in Subex Assurance LLP and the balance is held by Subex Digital LLP.

• Subex (UK) Limited is a wholly owned subsidiary of Subex Assurance LLP. For the year ended March 31, 2024, the Standalone net income of Subex (UK) Limited was Rs. 18,383 lakhs as against Rs. 17,908 lakhs in the previous year, and a net loss of Rs. 817 lakhs as against a net loss of Rs. 934 lakhs in the previous year.

• Subex (Asia Pacific) Pte. Limited is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2024, the Standalone net income of Subex (Asia Pacific) Pte. Limited was Rs. 3,765 lakhs as against

Rs. 5,073 lakhs in the previous year, and a net profit of

Rs. 131 lakhs as against a net profit of Rs. 101 lakhs in the previous year.

• Subex Inc. is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2024, the Standalone net income of Subex Inc. was Rs. 6,418 lakhs as against Rs. 5,980 lakhs in the previous year, and the net profit of Rs. 258 lakhs as against a net profit of Rs. 272 lakhs in the previous year.

• Subex Middle East (FZE) is a wholly owned subsidiary of Assurance LLP. For the year ended March 31, 2024, the standalone net income of Subex Middle East (FZE) is Rs. 3,937 lakhs as against Rs. 765 lakhs in the previous year and net loss of Rs. 93 lakhs as against a net loss of

Rs. 1,486 lakhs in the previous year.

• Subex Bangladesh Private Limited, is a wholly owned subsidiary of Subex Assurance LLP. For the year ended March 31, 2024, the standalone net income of Subex Bangladesh Private Limited is Rs. 439 Lakhs as against

Rs. 526 Lakhs and net loss of Rs. 31 lakhs as against a net loss of Rs. 69 lakhs in the previous year.

SUBEX DIGITAL LLP

For the year ended March 31, 2024, Subex Digital LLP earned a net income of Rs. 4,726 lakhs as against Rs. 2,324 lakhs in the previous year, and a net loss of Rs. 918 lakhs as against a net loss of Rs. 2,355 lakhs in the previous year.

As at March 31, 2024, Subex Limited held more than 99.99% of the capital in Subex Digital LLP and the balance is held by Subex Assurance LLP.

SUBEX TECHNOLOGIES LIMITED

Subex Technologies Limited is a wholly owned subsidiary of Subex Limited. For the year ended March 31, 2024, Subex Technologies Limited incurred a net loss of Rs. 3 lakhs as against net loss of Rs. 3 lakhs in the previous year.

For the year ended March 31, 2024, the standalone net income of Subex Americas Inc. is Rs. 1,188 lakhs as against

Rs. 982 lakhs in the previous year, and a net loss of Rs. 41 lakhs as against a net loss of Rs. 56 lakhs in the previous year.

Subex Azure Holding Inc., is a wholly owned subsidiary of Subex Americas Inc. There were no transactions during the year under review.

As on March 31, 2024, Subex Limited holds 100 common shares (92.59%) in the capital of Subex Americas Inc.

Subex Account Aggregator Services Private Limited is a wholly owned subsidiary of Subex Limited. For the year ended March 31, 2024, the standalone net income of Subex Account Aggregator Services Private Limited is Rs. 14 lakhs as against Rs. 8 lakhs in the previous year, and a net profit of

Rs. 6 lakhs as against a net loss of Rs. 3 lakhs in the previous year.

The above-mentioned numbers are as per the audited financial statements of respective subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiary companies, which forms part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries of the Company in Form AOC-1 forms part of the annexure to the Standalone Financial Statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company under the following link https://www.subex.com/ investors/ shareholder-services/.

Further, as per the fourth proviso to the said Section, audited Annual Accounts of each of the subsidiary companies have also been placed on the website of the Company under the following link https://www.subex.com/ investors/shareholder-services/.

9. DEPOSITS

Your Company has not accepted any deposits from the public during the year and there are no deposits which are remaining unclaimed or unpaid as at the end of the year and, as such, no amount of principal or interest was outstanding as on the date of the Balance sheet.

The Employee Stock Option scheme of the Company endeavors to provide incentives and retain employees who contribute to the growth of the Company. During the year under review, there has been no variation in the terms of the existing ESOP scheme. Additional details have also been disclosed under Note 34 to the standalone financial statement which forms part of the Annual Report.

Details of the Company's Employee Stock Options Plans and the summary disclosure in compliance with Companies (Share Capital and Debentures) Rules, 2014 forms part of this report as ‘Annexure A'. The details as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Company's website under the following link https://www.subex.com/investors/announcement-filing/#other-intimations.

The Company, pursuant to resolutions passed by the Board and the Shareholders dated June 26, 2018, and July 31, 2018, respectively, had adopted the Subex Employees Stock Option Scheme-2018 ("ESOP – 2018" or "Plan"). This scheme was formulated in accordance with the Securities & Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Board authorized the Nomination & Remuneration Committee, or such other person(s) as may be authorized by the Nomination & Remuneration Committee for the superintendence and administration of the Plan. The ESOP Plan has been implemented through the Subex Employee Welfare & ESOP Benefit Trust "ESOP Trust", which is authorized to acquire shares of the Company through secondary market for providing such share-based payments to its employees. Total number of Options granted/to be granted under the Scheme shall not exceed 5% (Five percent) of the paid- up equity capital as on March 31, 2018.

The Nomination & Remuneration Committee had approved the grant of 12,00,000 Stock Options, to the eligible employees of the Company in accordance with the Subex Employees Stock Option Scheme 2018 of the Company (ESOP – 2018).

Details of Loans, Guarantees or Investments covered under Section 186 of the Companies Act 2013, are given in note number 31 & 32 to the Standalone Financial Statements.

There have been no material changes for the period between end of the financial year 2023-24 and the date of this report, affecting the financial position of the Company.

Your Company strongly believes that the spirit of Corporate Governance goes beyond the statutory form. Sound Corporate Governance is a key driver of continuous corporate growth and long-term value creation for the stakeholders and protection of their interests. It endeavors to meet the growing aspirations of all stakeholders including shareholders, employees, customers, vendors and is committed to maintaining the highest level of transparency, accountability, and equity in its operations. It always strives to follow the path of good governance through a broad framework of various processes.

Your Company has complied with the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015, as amended from time to time. The Auditor's certificate on compliance with respect to the same is annexed herewith as ‘Annexure B'. In addition, it has documented its internal policies in line with the Corporate Governance guidelines.

The Management Discussion & Analysis as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

The Board of the Company is formed with an optimum combination of Executive and Non-Executive Directors, which not only meets the legal obligation but also make a diversified Board with a mixed blend of experiences, expertise, and professionalism. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance report that forms part of this Annual Report.

As per Section 152 of the Companies Act, 2013, at least two-thirds of the Directors shall be subject to retirement by rotation. One-third of such Directors must retire from office at each Annual General Meeting "AGM" of the shareholders and a retiring Director is eligible for re-election. Accordingly, Mr. Anil Singhvi, Non-Executive & Non-Independent Director, retires by rotation at the ensuing 30^th AGM and being eligible, offers himself for re-appointment.

DETAILS OF APPOINTMENTS/ RE-APPOINTMENTS/ RESIGNATIONS: i) Mr. Shiva Shankar Naga Roddam ceased to be a Director as well as Whole Time Director of the Company with effect from close of business hours on May 3, 2023 as the Special Resolution for his re-appointment as the Whole-time director of the Company for a further period of 3 years, with effect from February 7, 2023 to February 6, 2026, proposed in the Postal Ballot Notice dated February 3, 2023 was not passed by the Members of the Company with requisite majority. ii) Mr. Vinod Kumar Padmanabhan at the Board Meeting held on April 17, 2023, had requested for early retirement from the position of Managing Director & Chief Executive Officer of the Company which would have been otherwise valid till March 31, 2024. The Board of Directors took note of it and reluctantly accepted his request. Mr. Vinod Kumar Padmanabhan continued as the Managing Director & Chief Executive Officer of the Company till close of business hours on May 1, 2023 and served on the Board of Subex Limited as the Non-Executive, Non-Independent Director from May 2, 2023 to September 7, 2023. iii) Consequent to the resignation of Mr. Vinod Kumar Padmanabhan from the position of Managing Director & Chief Executive Officer of the Company, the Board of Directors on the recommendation of the Nomination & Remuneration Committee at their meetings held on April 17, 2023, appointed Ms. Nisha Dutt (DIN: 06465957), as the Chief Executive Officer of the Company. Ms. Nisha has been on the Board of Directors of the Company since 2015 as an Independent Director. She resigned from her then current role as the Independent Director and assumed the role of Chief Executive Officer of the Company with effect from May 2, 2023. The Board of Directors, at its meeting held on May 10, 2024, based on the recommendation of Nomination & Remuneration Committee, has appointed her as the Managing Director & CEO of the Company for a period of 3 years, with effect from May 10, 2024, subject to the approval of the members. iv) The Board of Directors at its meeting held on August 8, 2023, based on the recommendation of Nomination & Remuneration Committee has appointed Mr. Rupinder Goel and Ms. Archana Muthappa as Additional Directors (Category: Non-Executive, Independent) on the Board of the Company for a period of 3 (three) years commencing from August 8, 2023, subject to the approval of the shareholders of the Company by way of a Special Resolution. The same was approved by the members of the Company at their 29^th Annual General Meeting. v) The members at the 29^th AGM approved the reappointment of Mr. Anil Singhvi, Director liable to retire by rotation, as the Non-Executive & Non-Independent Director of the Company. vi) Mr. George Zacharias, Independent Director of the Company, was appointed on May 13, 2019, for a term of 5 (five) years, ending on May 12, 2024. He has put forth his intention of not being re-appointed for a second tenure, thus, he ceases to be an Independent Director from close of business hours on May 12, 2024. vii) The Board of Directors at its meeting held on May 10, 2024, based on the recommendation of Nomination

& Remuneration Committee has appointed Mr. Murali Kalyanaraman (DIN: 07011607) as an Additional Director (Category: Non – Executive, Independent) on the Board of the Company for a period of 3 (three) years commencing from May 10, 2024, subject to the approval of the shareholders of the Company by way of a Special Resolution. The said agenda forms a part of the Notice of the 30^th Annual General Meeting which is being placed before the shareholders for their approval.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the link https://www.subex.com/investors/ shareholder-services/.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year, 7 (seven) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The dates on which meetings were held are as follows:

The details of the attendance of the Directors are provided in the Report on Corporate Governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the Board at its meeting held on May 10, 2024, carried out an annual performance evaluation of its own performance, the Chairman and the Directors individually, as well as the evaluation of the working of its committees. The manner of evaluation has been explained in the Report on Corporate Governance.

The Independent Directors of the Company at its separate meeting held on February 07, 2024, reviewed the performance of Non-Independent Directors and Board as a whole and Chairman of the Company, taking into account the views of the Non-Executive Directors.

The Company's Policy on Director's Appointment and Remuneration has been uploaded on the website of the Company https://www.subex.com/investors/shareholder-services/. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure - D", which is annexed hereto and forms part of the Directors' Report.

As on March 31, 2024, the Audit Committee consisted of 3 (three) Directors as its members.

*(ceased to be a Director w.e.f May 12, 2024)

Note: The Board re-constituted the Committee with effect from May 12, 2024 pursuant to the changes in the Board of Directors.

The role, terms of reference, authority and power of the Audit Committee are in conformity with the provisions of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015 (including amendments thereto).

There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (FRN 101049W/E300004), were appointed as the Statutory Auditors of the Company for a term of 5 years at the 21^st AGM of the Company held on June 19, 2015. Based on the recommendations of the Audit Committee, the Board at its meeting held on May 11, 2020, approved the re-appointment of M/s. S. R. Batliboi & Associates LLP for a term of 5 years, from the conclusion of the 26^th AGM up to the conclusion of the 31^st AGM and the said re-appointment was approved by the members at the 26^th AGM of the Company.

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors of the Company in the Audit Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report and the Annual Secretarial Compliance Report are annexed herewith as "Annexure C".

The Secretarial Audit Report for the year ended March 31, 2024 contains one observation which has been mentioned in the Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement comprising the names of top 10 (ten) employees in terms of remuneration drawn and every person employed throughout or part of the financial year, who were in receipt of remuneration as per the prescribed limit, forms part of Directors' Report. The above Annexure is not being sent along with this Annual Report to the Members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at investorrelations@subex.com.

The aforesaid Annexure is also available for inspection by Members on any working day at the Registered Office of the Company up to the date of the Annual General Meeting. Members seeking to inspect such documents can send an email at investorrelations@subex.com.

The Securities and Exchange Board of India (‘SEBI'), in May 2021 introduced new sustainability related reporting requirements to be reported in the specific format which is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated the top 1,000 listed companies, based on market capitalization, to transition to Business Responsibility and Sustainability Reporting from FY 2022-23 onwards. In line with the above, the Business Responsibility and Sustainability Report forms part of this report and is also available on the Company's website at https://www.subex.com/investors/shareholder-services.

Your Company is committed to the continual development of its products in a sustained environment, helping its customers to operate their businesses more efficiently and enabling them to reduce their use of sparse resources and minimize waste.

As a software product Company, the impact that the Company has on the environment from its own operations is relatively low when compared to companies in other industries. However, the Company recognizes that it still has a role to play in reducing the impact that global business has on the environment. Subex is committed to following the best practices to reduce utilization of power, natural resources like water and limited E-Waste disposal, executed through government recognized agencies. Though Subex does not fall under the category of manufacturing products and services impacting the environment, we implement few of the best practices with minimal investments through a five-year plan - agreement with an industry stalwart having expertise in energy conservation. This investment thereby results in monetary benefits / savings month on month, helping us recover the invested amount in a few months, ensuring continued savings through this initiative.

The Company has reduced its energy consumption and has added efforts to be eco-friendly. Suppliers delivering the products to Subex like lighting, diesel generators etc., abide by the guidelines laid out by the government. Subex aims to reduce its impact on the environment by: i. Monitoring the level of water and energy used along with the waste produced. ii. Targeting a reduction in the use of plastics, electricity and water, along with an increase in amount of waste that is recycled/ reused etc.

iii. Increasing the awareness on environment safety and engagement of employees in such measures. iv. Adopting sustainable practices designed to ensure the health and safety of Subex's employees, stakeholders, and the environment. v. Operating its business in compliance with applicable environmental laws and regulations.

Subex is one of the first Product companies from India and is the first Product company from India in the Telecom domain.

The portfolio of products has contributed to success in this domain and has also built a strong foundation to add value to our customers, independent of the economic and market conditions. The last few years have seen a rapid change in technologies being leveraged and this has been further influenced by the Digital Transformation of services and portfolio within our customer base. Subex has a dedicated team to explore these new technologies which then contribute to innovations on the existing Portfolio as well as creation of new Product Intellectual Property. The Products developed and released by this team influence our ability to compete and win, while also delivering value to our customers. Please refer the Management Discussion & Analysis for further details on our products.

During the year 2023-24, total foreign exchange inflow and outflow of the Company is as follows: i) Foreign Exchange inflow Rs. 24,664 lakhs (Previous Year

Rs. 23,601 lakhs) ii) Foreign Exchange outflow Rs. 15,134 lakhs (Previous Year

Rs. 10,592 lakhs)

To enable contribution to the society and other stakeholders, the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors as on March 31, 2024:

*(ceased to be a Director w.e.f May 12, 2024)

Note: The Board re-constituted the Committee with effect from May 12, 2024, pursuant to the changes in the Board of Directors.

Pursuant to the CSR Policy adopted by the Board, the Company proposes to undertake such activities as may be useful and contributive in nature.

Particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014, (including amendments, if any) are given in "Annexure -F" to this report.

The CSR Committee charter and the CSR Policy of the Company are available on the website at the below link https://www. subex.com/investors/shareholder-services/. SUBEX CHARITABLE TRUST

The Subex Charitable Trust ("SCT") extends the outlook of Subex as a corporate entity into community service. SCT was set up to provide welfare activities for the underprivileged and the needy in the society. SCT is managed by trustees elected from among the employees of the Company. Please refer page 13 of the Annual Report for details of the activities conducted during the year.

The Risk Management Committee as required under Regulation 21 of the SEBI (LODR) Regulations, 2015 has been constituted by the Company. According to Regulation 21(5) of the said Regulations, the provisions of Risk Management Committee shall be applicable to top 1000 listed entities, determined based on market capitalization.

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level also threaten the existence of the Company. Risks are assessed department-wise such as financial risks, information technology related risks, legal risks, accounting fraud, etc. The Management also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

A detailed report on Human Resource management is given in the Management Discussion and Analysis, forming part of the Annual Report.

Based on the request of the Company vide its letter dated March 28, 2023, requesting CRISIL Ratings to withdraw the outstanding Corporate Credit rating of Subex Limited, CRISIL vide its letter ref no. RL/GDS21072/317608/Corporate Credit Rating/0423/57907/96327563 dated April 21, 2023, has withdrawn the "CRISIL BBB+Negative" (pronounced as CRISIL triple B plus rating with Negative outlook) rating assigned to the Company.

In accordance with the provision of Section 134(5)(e) of the Companies Act, 2013 and as per the provisions of the SEBI (LODR) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations.

Such Internal Financial Controls were found to be adequate for a Company of this size. The controls are largely operating effectively since there has not been identification of any material weakness in the Company. The Directors have in the Directors Responsibility Statement under paragraph (e) of the Section confirmed the same to this effect. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparations, reliable financial information. The Company has adopted accounting policies which are in line with Indian Accounting Standards ("Ind AS").

Pursuant to the provisions of Section 134(5)(f) of the Act, the Company during the year devised proper systems to ensure compliance with the provisions of all applicable laws. In effect, such a compliance system was largely found to be adequate and operating effectively. The Directors have in the Directors Responsibility Statement under paragraph (f) of the Section also confirmed the same to this effect. The Internal Auditors monitor and evaluate the effectiveness and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Subex is certified for ISO 9001:2015 (Quality Management System) and ISO 27001:2013 (Information Security Management System). Internal audits are conducted periodically for projects and support functions to adhere to these international standards. These audits are conducted across Bengaluru, UK and US locations to ensure processes are followed to provide a better customer experience. Summary of the audits are shared across organization to help understand strengths and weaknesses in the system. People's involvement in organization process initiatives is one that approaches towards achieving better compliance, standardizing activities to consistently achieve better customer satisfaction.

This year Subex focused on additional security awareness programs and improve the existing business continuity controls. Additionally, we continued to identify and involve relevant stakeholders to review and align the processes to Subex's Business objectives.

The Company has implemented a vigil mechanism policy to deal with instances of fraud, leakage of unpublished price sensitive information and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in all cases. The details of the policy are posted on the website of the Company under the link https://www.subex.com/investors/shareholder-services/. One complaint was received during the financial year 2023-24 and the same was addressed by the Audit Committee.

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee (ICC) chaired by a senior female employee of the Company, has been set up to redress complaints received under this Act.

During the year under review, no complaints have been received by the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. Further, none of the Directors had any pecuniary relationships of transactions vis-?-vis the Company. All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit committee is obtained for transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted, is placed before the Audit Committee and the Board of Directors for their review on a quarterly basis.

The Company has entered into sub-contracting arrangements with its subsidiaries, based on transfer pricing methodology, for development and enhancement of its products as well as marketing of its products by the subsidiaries across locations. The Company has also entered into marketing arrangements with its subsidiaries wherein there is a cross-charge done by the subsidiaries towards its efforts for the same.

The Policy on Related party transactions as approved by the Board is uploaded on the Company's website under the link https://www.subex.com/investors/shareholder-services/.

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC 2 are enclosed to this report as "Annexure-E".

There were no significant and material order passed by the Regulators or Courts during the financial year 2023-

24 However, on April 29, 2024 the Company has received an order under section 254 of the Income tax Act, 1961 from the Deputy Commissioner of Income Tax Circle 6(1) (1), Bengaluru, for the Assessment Year 2013-14. As per the order, the Company is entitled to a refund of INR 7.11 Crores the Assessment Year 2013-14. As per the order, the Company is entitled to a refund of INR 7.11 Crores.

A copy of the Annual Return of the Company for the Financial year 2023-24, as required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company's website at https://www.subex.com/investors/announcement-filing/#disclosures.

The Company has paid the Annual Listing Fees for the year 2023-24 and 2024-25 to the Exchanges where the Company's shares are listed i.e., the National Stock Exchange of India Ltd (‘NSE') and BSE Ltd (‘BSE').

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company as the Company operates out of a Special Economic Zone (SEZ).

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

In accordance with the provision of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors affirms: a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures. b) That the accounting policies have been selected and applied consistently and it has made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2024, and of the profit and loss of the Company for the year ended on that date; c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the accounts for the year ended March 31, 2024, have been prepared on a going concern basis; e) That internal financial controls have been laid down to be followed by the Company and such internal financial controls were adequate and were operating effectively; f) That systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively;

Your Directors thank the customers, vendors, investors, shareholders and bankers for their continued support during the year. We place on record our appreciation for the support / co-operation extended by the various departments of Government of India, Government of Karnataka, Central and State Government authorities particularly SEZ authorities, Ministry of Corporate Affairs, Central Board of Direct Taxes, Central Board of Indirect Taxes and Customs, Banks, the Ministry of Commerce and Industry, Ministry of Labour and Employment, Reserve Bank of India, the Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Ltd, National Securities Depository Limited, Central Depository Services (India) Limited, the National Company Law Tribunal, Bengaluru Bench and other State Government authorities and look forward to their support in all future endeavors. Your Directors also wish to place on record their deep appreciation to Subexians at all levels for their hard work, solidarity, co-operation, and support, as they are instrumental in your Company scaling new heights, year after year.