Subex Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 31st Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2025.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2025, is summarized as below:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Revenue	28,561	30,972	26,881	26,901
Share of Profit/ (Loss) from Limited Liability Partnerships, net	Nil	Nil	(2,584)	(1,012)
Other Income	695	673	219	151
Finance Cost	222	263	194	237
Profit/ (Loss) before exceptional items and tax expense	(2,404)	(2,715)	(5,001)	(5,004)
Exceptional items	422	(14,795)	422	(14,795)
Profit/(Loss) before tax	(1,982)	(17,510)	(4,579)	(19,799)
Tax expense	1,162	1,663	399	1,526
Profit/ (Loss) after tax	(3,144)	(19,173)	(4,978)	(21,325)
Other comprehensive income/(loss)	152	14	(12)	(1)
Total comprehensive income for the year	(2,992)	(19,159)	(4,990)	(21,326)

2. STATE OF AFFAIRS

The telecom landscape is shifting at unprecedented speed. As digital adoption accelerates, so too does the sophistication of threats. At Subex, weve embraced this transformation—using AI not just as a tool, but as the foundation of a bold, forward-looking strategy.

This year marked a defining chapter in our journey. A renewed leadership vision set the tone for sustainable growth and sharper focus, aligning Subex to the evolving needs of our global telecom partners. Under the guidance of our current leadership, we have doubled down on customer-centricity, innovation, and a future-ready approach—paving the way for deeper collaborations and long-term partnerships. Our most profound leap forward has been in AI. We made decisive investments in Generative AI and Agentic AI—ushering in a new era of fraud prevention, business assurance, and partner ecosystem transformation. Subexs AI Agents are deeply rooted in telecom domain intelligence. These agents dont just react—they proactively predict and mitigate threats, turning risk into opportunity. The global response has been overwhelmingly positive, and we are now engaged in Proof of Concept projects with key customers. This evolution isnt confined to fraud management. Were embedding intelligence across our core pillars—from

Revenue Assurance to Ecosystem Management—redefining operations with real-time insights, autonomous decision-making, and enhanced precision.

As we look ahead, our commitment remains clear: to make every digital interaction fearless, seamless, and resilient. With momentum on our side and AI at our core, Subex is ready to lead the next wave of transformation—empowering telecom operators to thrive in a connected, intelligent world. During the financial year ended March 31, 2025, the total income on a consolidated basis stood at Rs. 29,256 lakhs as against Rs. 31,645 lakhs during the previous year. The loss incurred for the financial year 2024-25 is Rs. 3,144 lakhs as against a loss of Rs. 19,173 lakhs in the previous year. On a standalone basis the total income is Rs. 27,100 lakhs as against the total income for the previous year which was

27,052 lakhs. The Company during the year under review incurred a loss of Rs. 4,978 lakhs as against a loss of Rs. 21,325 lakhs in the previous year.

3. DIVIDEND

The Board has not proposed any dividend to be paid for the financial year 2024-25.

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

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, 2025, 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, 2025, 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 at the forefront of the telecom industrys transformation, empowering Communications Service Providers (CSPs) with advanced, AI-driven solutions. The Companys focus on Generative AI and AI Agents is reshaping how telecom operators manage fraud, revenue assurance, and partner ecosystems. These intelligent solutions go beyond automation—they think, learn, and act, helping operators make smarter decisions, anticipate risks, and stay ahead of disruptions. Subex leverages its award-winning analytics solutions in areas such as Revenue Assurance, Fraud Management, Enterprise Asset Management, Partner Management. Offerings also include scalable Managed Services and Business Consulting Services.

This year, Subex has redefined fraud management with telecom-native AI agents that proactively detect, adapt, and counter evolving threats. Their AI-powered solutions are shifting telecoms from traditional, rules-based systems to intelligent, autonomous frameworks that evolve in real-time. Beyond fraud, the Company is applying the same AI-first approach to enhance business assurance and partner management, driving measurable improvements in revenue upliftment and productivity.

With three decades of telecom expertise, Subex integrates AI to turn complexity into competitive advantage. The Companys deep domain knowledge allows it to create intelligent solutions that seamlessly integrate into customers operations, providing them with foresight and helping them stay ahead in a rapidly digital world. Subex continues to offer domain driven and highly competent

Managed Services, Business Consulting Services and Enterprise Asset Management. "As Subex continues to expand globally, with more than 300 installations across 100+ countries, it remains committed to harnessing the full potential of AI and cloud-scale computing to build a connected, secure, and intelligent future for telecom operators worldwide." Key Announcements in FY24-25 One more telco selects Subexs AI-First Fraud Management Solution for Advanced Fraud Defence

Subex has announced a multi-year deal with one of Europes leading telecom operators, to deploy its AI-first Fraud Management solution on HyperSense. The centralized system, based in Sweden, will support fraud management operations across Sweden, Latvia, Estonia, and Lithuania. Designed for scalability and future-readiness, the solution will help the telco to combat evolving threats while streamlining operations and reducing complexity. Leaders from both companies emphasized the strategic importance of this partnership in strengthening the telcos fraud defenses and enabling secure, rapid innovation across markets.

Tier 1 European Operator Extends Strategic Partnership with Subex, Reinforcing Long-Term Confidence

Subex has announced a multi-year extension of its strategic partnership with a Tier-1 European telecom operator. This renewal reinforces a long-standing collaboration focused on driving digital transformation, operational efficiency, and customer experience. The operator, known for its innovation and infrastructure leadership, will continue leveraging Subexs solutions across Business Assurance, Fraud Management, and Partner Settlement to enhance revenue protection and partner ecosystem efficiency. The three-year extension reflects both companies shared vision of enabling secure, intelligent, and future-ready digital connectivity across the region.

8. SUBSIDIARIES (WHOLLY OWNED SUBSIDIARIES)

As on March 31, 2025, the Company has 5 direct subsidiaries and 5 stepdown subsidiaries.

SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES

For the year ended March 31, 2025, Subex Assurance LLP earned a net income of Rs. 2,032 lakhs as against net income of Rs. 2,139 lakhs in the previous year and a net loss of

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

As at March 31, 2025, 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, 2025, the Standalone net income of Subex (UK) Limited was Rs. 19,183 lakhs as against Rs. 18,383 lakhs in the previous year, and a net loss of Rs. 332 lakhs as against a net loss of Rs. 817 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, 2025, the Standalone net income of Subex (Asia Pacific) Pte. Limited was Rs. 2,931 lakhs as against

3,765 lakhs in the previous year, and a net profit of

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

• Subex Inc. is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2025, the Standalone net income of Subex Inc. was Rs. 5,065 lakhs as against Rs. 6,418 lakhs in the previous year, and the net loss of Rs. 46 lakhs as against a net profit of

258 lakhs in the previous year.

• Subex Middle East (FZE) is a wholly owned subsidiary of Subex Assurance LLP. For the year ended March 31, 2025, the standalone net income of Subex Middle East (FZE) is Rs. 4,500 lakhs as against Rs. 3,937 lakhs in the previous year and net loss of Rs. 1,272 lakhs as against a net loss of Rs. 93 lakhs in the previous year.

• Subex Bangladesh Private Limited, is a wholly owned subsidiary of Subex Assurance LLP. For the year ended March 31, 2025, the standalone net income of Subex Bangladesh Private Limited is Rs. 450 lakhs as against

439 lakhs and net profit of Rs. 5 lakhs as against a net loss of Rs. 31 lakhs in the previous year.

SUBEX DIGITAL LLP

For the year ended March 31, 2025, Subex Digital LLP earned a net income of Rs. 1,734 lakhs as against Rs. 4,726 lakhs in the previous year, and a net loss of Rs. 2,078 lakhs as against a net loss of Rs. 918 lakhs in the previous year.

As at March 31, 2025, 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, 2025, Subex Technologies Limited incurred a net loss of Rs. 3 lakhs as against net loss of Rs. 3 lakhs in the previous year.

SUBEX AMERICAS INC.

For the year ended March 31, 2025, the standalone net income of Subex Americas Inc. is Rs. 867 lakhs as against

1,188 lakhs in the previous year, and a net loss of Rs. 39 lakhs as against a net loss of Rs. 41 lakhs in the previous year.

As on March 31, 2025, Subex Limited holds 100 common shares (92.59%) in the capital of Subex Americas Inc.

SUBEX ACCOUNT AGGREGATOR SERVICES PRIVATE LIMITED

Subex Account Aggregator Services Private Limited is a wholly owned subsidiary of Subex Limited. For the year ended March 31, 2025, the standalone net income of Subex Account Aggregator Services Private Limited is Rs. 11 lakhs as against Rs. 14 lakhs in the previous year, and a net profit of

1 lakh as against a net profit of Rs. 6 lakhs in the previous year. The Company is in the process of voluntary liquidation.

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 subsidiaries, 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 nor any deposits which were remaining unclaimed or unpaid as at the end of the year. As such, no principle or interest amount was outstanding as of Balance Sheet date.

10. EMPLOYEE STOCK OPTIONS SCHEME

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 statements which forms part of the Annual Report.

Details of the Companys 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 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Companys website under the following link https://www.subex.com/investors/ announcement-filing/#other-intimations.

EMPLOYEE STOCK OPTION PLAN-2018

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 SEBI (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.

During the year, the Nomination & Remuneration Committee had approved the grant of 150,000 Stock Options, to an eligible employee of the Company in accordance with the Subex Employees Stock Option Scheme 2018 (ESOP – 2018). Since the validity period of the Scheme has now ended, it is proposed to formulate a new Scheme namely, Subex Employees Stock Option Scheme-2025 (‘ESOP – 2025) to undertake a maximum of 71,47,627 options (the unallocated options held with the Trust, as well as any future lapses out of allocated options from the ESOP – 2018). The proposal for shareholder approval is outlined in Items No. 5 of the Notice for the 31st Annual General Meeting.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

12. MATERIAL CHANGES AND COMMITMENTS, EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes for the period between the end of the financial year 2024-25 and the date of this report, affecting the financial position of the Company.

13. CORPORATE GOVERNANCE

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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"), as amended from time to time. The Auditors certificate of 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.

14. MANAGEMENT DISCUSSION & ANALYSIS

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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is formed with an optimum combination of Executive and Non-Executive Directors, which not only meet the Regulatory requirements but also make a diversified Board with a mixed blend of experiences, expertise, and professionals. 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. RETIREMENT BY ROTATION

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 appointment. Accordingly, Mr. Anil Singhvi (DIN: 00239589), Non-Executive & Non-Independent Director, retires by rotation at the ensuing 31st AGM and being eligible, offers himself for re-appointment.

DETAILS OF APPOINTMENTS/ RE-APPOINTMENTS/ RESIGNATIONS: i) Mr. George Zacharias (DIN: 00162570) had been a Member of the Board of the Company since May 13, 2019. His first term of appointment as an Independent Director was up to May 12, 2024, and had expressed his desire not to seek re-appointment upon the completion of his term. Consequently, Mr. Zacharias ceased to be an Independent Director of the Company, effective from the close of business hours on May 12, 2024. ii) The Board of Directors at its meeting held on May 10, 2024, based on the recommendation of Nomination

& Remuneration Committee had appointed Mr. Murali Kalyanaraman (DIN: 07011607) as an Additional Director (Non-Executive & Independent Director) on the Board of the Company for a period of 3 (three) years commencing from May 10, 2024, subject to 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 30th Annual General Meeting. iii) Ms. Nisha Dutt (DIN: 06465957) 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 the 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 approval of the Members of the Company by way of a Special Resolution. The same was approved by the Members of the Company at their 30th Annual General Meeting. iv) The Members at the 30th Annual General Meeting approved the re-appointment of Mr. Anil Singhvi (DIN: 00239589), Director liable to retire by rotation, as the Non-Executive & Non-Independent Director of the Company.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the link https://www.subex.com/pdf/ investors/Corporate-Governance/familiarization-program-for-independent-director.pdf.

KEY MANAGERIAL PERSONNEL

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:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Ms. Nisha Dutt (appointed as the MD & CEO w.e.f. May 10, 2024)	Managing Director & Chief Executive Officer
2.	Mr. Sumit Kumar	Chief Financial Officer
3.	Mr. G V Krishnakanth (till November 10, 2024)	Company Secretary & Compliance Officer
4.	Mr. Ramu Akkili (appointed as the Company Secretary & Compliance Officer w.e.f. February 12, 2025)	Company Secretary & Compliance Officer

16. BOARD MEETINGS

During the year, four 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:

Board Meeting Number	Date of Meeting
1/2024-25	May 10, 2024
2/2024-25	August 05, 2024
3/2024-25	November 08, 2024
4/2024-25	February 12, 2025

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

17. PERFORMANCE EVALUATION

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 02, 2025, 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.

18. DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

The Companys Policy on Appointment and Remuneration of Directors and Key Managerial Personnel (KMP) 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.

19. AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee consisted of 4 (four) Directors as its Members.

Composition	Category
Mr. Murali Kalyanaraman (Chairman)	Independent Director
Mr. Anil Singhvi	Non-Executive & Non-Independent Director
Ms. Poornima Prabhu	Independent Director
Ms. Archana Muthappa	Independent Director

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).

20. AUDITORS

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 21st 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 an another term of 5 years, from the conclusion of the 26th AGM up to the conclusion of the 31st AGM and the said re-appointment was approved by the Members at the 26th AGM of the Company.

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors of the Company in the Audit Report issued for the financial year 2024-25. Since the term of M/s. S. R. Batliboi & Associates LLP is ending at the ensuing AGM, the Board, based on the recommendation of the Audit Committee, considered and recommended to the Members the appointment of M/s. M.S.K.C & Associates, LLP, Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from the conclusion of the ensuing 31st AGM until the conclusion of the 36th AGM. Notice of 31st AGM includes details of the Auditors and the proposal for their appointment.

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".

Further, pursuant to Regulation 24A(1)(b) of SEBI (LODR) Regulations, 2015 and applicable provisions of the Companies Act, 2013, the Board of Directors, based on the recommendation of the Audit Committee, considered and recommended to the Members for the appointment of M/s. V. Sreedharan & Associates, Practicing Company Secretaries (holding Peer Review Certificate No. 5543/ 2024), as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial year 2029-30.

21. PARTICULARS OF EMPLOYEES

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(1) 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 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.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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. In line with the above, the Business Responsibility and Sustainability Report forms part of this report and is also available on the Companys website at https://www.subex.com/.

23. CONSERVATION OF ENERGY

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 amount invested in a few months, ensuring continued savings through this initiative.

The Company has reduced its energy consumption and has added to its efforts of being 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 awareness on environment safety and engagement of employees in such measures. iv. Adopting sustainable practices designed to ensure the health and safety of Subexs employees, stakeholders, and the environment. v. Operating its business in compliance with applicable environmental laws and regulations.

24. TECHNOLOGY ABSORPTION, ADOPTION, INNOVATION AND PRODUCT DEVELOPMENT

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

(i) the efforts made towards technology absorption:

The Subex teams have been actively exploring tools & technology evolution within Software & Telecom products industry and to improve time-to-market for our products and also the product quality. Over the last year:

• We have introduced the use to Test Automation tools to improve the quality and coverage of product testing within Engineering.

• We have taken big steps in improving the product development processes and product quality including - standardization & improvement of development, review and test processes.

• We have upgraded the entire HyperSense product technology stack to the latest versions - resolved significant product security, stability and functional issues.

• The Software Product Development industry has moved rapidly to adopt GenAI tools to product Development and Testing activities. Engineering at Subex has also adopted GenAI tools like Github Copilot to help accelerate Development and Testing activities and to improve productivity. o Adoption of Github Copilot for development of new test cases and test automation. o Adoption of Github Copilot for coding has been rolled out as a pilot, and expected to be fully rolled out in Engineering in FY25-26.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

With the above measures:

• Product Test coverage has increased by over 100%,

• Reduction in product defects leaked by nearly 70%,

• Productivity as measured by Features delivered has increased by over 150%.

• Mutiple HyperSense customer sites have been stabilized, and are brought to production readiness.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and No specific technologies or tools were imported.

(iv) the expenditure incurred on Research and Development is Rs. 3,472 lakhs

The above R&D expenditure are for:

• HyperSense products development.

• Continued development & maintenance of ROC product line.

• Continued development & maintenance of PEM product line.

• People cost for the AI

25. FOREIGN EXCHANGE INFLOW AND OUTFLOW

During the year 2024-25, total foreign exchange inflow and outflow of the Company is as follows: i) Foreign Exchange inflow Rs. 19,458 lakhs (Previous Year

24,664 lakhs) ii) Foreign Exchange outflow Rs. 10,197 lakhs (Previous Year

15,134 lakhs)

26. CORPORATE SOCIAL RESPONSIBILITY

To enable contribution to society and other stakeholders, the Company has constituted the Corporate Social Responsibility Committee (CSR Committee). The Committee comprised of the following Directors as on March 31, 2025:

Composition	Category
Mr. Anil Singhvi (Chairman)	Non-Executive & Non-Independent Director
Ms. Nisha Dutt	Managing Director & CEO
Ms. Poornima Prabhu	Independent Director

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

Although the Company was not obligated to make contributions under the Corporate Social Responsibility (CSR) provisions during the financial year, it continued to uphold its commitment to social welfare through the Subex Charitable Trust (SCT). Established with the objective of supporting underprivileged and marginalized communities, SCT undertakes various initiatives aimed at improving lives and fostering inclusive development. SCT is governed by a board of trustees elected from among the Companys employees, ensuring transparency, accountability, and employee engagement in its operations. For a detailed overview of the activities carried out by SCT during the year, please refer to Page 12 of the Annual Report.

27. RISK MANAGEMENT POLICY & ITS IMPLEMENTATION

The Company has 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 in the respective functions such as financial risks, information technology related risks, legal risks, accounting fraud risks, 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.

28. HUMAN RESOURCE MANAGEMENT

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

29. CREDIT RATING

As of March 31, 2025, the Company does not hold any credit rating.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 any 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, and 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 Companies Act, 2013, the Company 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 better customer experience. Summary of the audits are shared across organization to help understand strengths and weaknesses in the system. Peoples 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 improving the existing business continuity control on account of the changing threat landscape. Additionally, we continued to identify and involve relevant stakeholders to review and align the processes to Subexs Business objectives.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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/. There were no complaints received during the year 2024-25.

32. POLICY ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

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 or IC) 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 IC.

33. DECLARATION FROM INDEPENDENT DIRECTORS

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.

34. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were at arms length basis and 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 or transactions vis-?-vis the Company.

All related party transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit committee was 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, was 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 (wholly owned 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 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 available on the Companys 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".

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material order passed by the Regulators or Courts during the financial year 2024-25. However, on March 29, 2025 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 2014-15 and 2015-16. As per the order, the Company is entitled to a refund of INR 34.27 Crores and the same has been subsequently received in the financial year 2025-26.

36. ANNUAL RETURN

A copy of the Annual Return of the Company for the Financial year 2024-25, 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 Companys website at https://www.subex.com/investors/announcement-filing/#disclosures.

37. LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees for the year 2024-25 and 2025-26 to the Stock Exchanges where the Companys shares are listed i.e., the National Stock Exchange of India Ltd (‘NSE) and BSE Ltd (‘BSE).

38. MAINTENANCE OF COST RECORDS

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).

39. INSOLVENCY AND BANKRUPTCY CODE

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.

40. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

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.

41. DIRECTORS RESPONSIBILITY STATEMENT

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, 2025, 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, 2025, and of the profit 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, 2025, 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.

42. APPRECIATION/ACKNOWLEDGEMENT

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 all Subexians for their hard work, solidarity, co-operation, and support, as they are instrumental in your Company scaling new heights, year after year.

For Subex Limited

Anil Singhvi

Chairman, Non-Executive & Non-Independent Director

DIN: 00239589

Place: Bengaluru

Date: May 02, 2025