Your Directors take pleasure in presenting the 31^st 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 Company’s financial performance for the year ended March 31, 2025, is summarized as below:

(' in Lakhs)

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, we’ve 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. Subex’s
AI Agents are deeply rooted in telecom domain intelligence.
These agents don’t 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 isn’t confined to fraud management. We’re
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 ' 29,256 lakhs as
against ' 31,645 lakhs during the previous year. The loss
incurred for the financial year 2024-25 is ' 3,144 lakhs as
against a loss of ' 19,173 lakhs in the previous year. On a
standalone basis the total income is ' 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 ' 4,978 lakhs as against a loss of ' 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 ' 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 ' 5 (Rupees Five only) each and 2,00,000
(Two lakhs only) preference shares of ' 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 ' 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 industry’s
transformation, empowering Communications Service
Providers (CSPs) with advanced, Al-driven solutions. The
Company’s focus on Generative Al and Al 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 Al agents that proactively detect, adapt,
and counter evolving threats. Their Al-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 Al-
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
Al to turn complexity into competitive advantage. The
Company’s 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 Al 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 Subex’s AI-First Fraud Management
Solution for Advanced Fraud Defence

Subex has announced a multi-year deal with one of Europe’s
leading telecom operators, to deploy its Al-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 telco’s 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 Subex’s 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 ' 2,032 lakhs as against net income
of ' 2,139 lakhs in the previous year and a net loss of
' 84 lakhs, as against a net loss of ' 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 ' 19,183 lakhs as against ' 18,383 lakhs in the
previous year, and a net loss of ' 332 lakhs as against a
net loss of ' 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 ' 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 ' 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 ' 5,065
lakhs as against ' 6,418 lakhs in the previous year, and
the net loss of ' 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 ' 4,500 lakhs as against ' 3,937 lakhs in the
previous year and net loss of ' 1,272 lakhs as against a
net loss of ' 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 ' 450 lakhs as against
' 439 lakhs and net profit of ' 5 lakhs as against a net
loss of ' 31 lakhs in the previous year.

SUBEX DIGITAL LLP

For the year ended March 31, 2025, Subex Digital LLP earned
a net income of ' 1,734 lakhs as against ' 4,726 lakhs in the
previous year, and a net loss of ' 2,078 lakhs as against a
net loss of ' 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 ' 3 lakhs as
against net loss of ' 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 ' 867 lakhs as against
' 1,188 lakhs in the previous year, and a net loss of ' 39 lakhs
as against a net loss of ' 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 ' 11 lakhs as
against ' 14 lakhs in the previous year, and a net profit of
' 1 lakh as against a net profit of ' 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 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
SEBI (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.

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 31^st 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 Auditor’s 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
31^st 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 30^th 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
30^th Annual General Meeting.

iv) The Members at the 30^th 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:

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:

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 Company’s 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.

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 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 an another 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 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 31^st AGM until the conclusion of the 36^th AGM.
Notice of 31^st 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 Company’s
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 Subex’s 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 ' 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 ' 19,458 lakhs (Previous Year
' 24,664 lakhs)

ii) Foreign Exchange outflow ' 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:

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 Company’s
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.
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 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 Subex’s
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 arm’s 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-a-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 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”.

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 Company’s 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 Company’s 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. DIRECTOR’S 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