Subex Ltd — AGM Information 2021

Jul 9, 2021

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July 09, 2021

To The Manager – Listing The BSE Limited The National Stock Exchange of India Limited

Dear Sir/Madam,

Sub: Subex Limited “The Company”- Summary of Proceedings of the 27[th] Annual General Meeting as required under Regulation 30 (6) of the SEBI (LODR), Regulations, 2015

In accordance with Regulation 30 (6) of the SEBI (LODR), Regulations, 2015, please find enclosed a summary of proceedings of the 27[th] 11.00 AM (IST) through Video Conference/ Other Audio-Visual Means.

We request you to take the aforesaid notification on record.

Thanking you.

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SUMMARY OF PROCEEDINGS OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING “AGM” OF SUBEX LIMITED “THE COMPANY”, HELD ON FRIDAY, JULY 09, 2021 AT 11.00 A.M. (IST) THROUGH VIDEO CONFERENCE/OTHER AUDIO-VISUAL MEANS “VC/OAVM”.

The 27[th] Annual General Meeting (‘AGM’) of the Members of the Company was held on Friday, July 09, 2021 at 11.00 A.M (IST) through Video Conference/Other Audio-Visual Means (‘VC/OAVM’).The meeting was held in compliance with the applicable provisions of the Companies Act, 2013, General Circular No’s 14/2020, 17/2020, 20/2020 & 02/2021 dated April 08, April 13, May 05, 2020 & January 13, 2021 respectively, issued by the Ministry of Corporate Affairs (MCA) and Circular number’s SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated May 12, 2020 and January 15, 2021 respectively, issued by the Securities and Exchange Board of India (SEBI) and the SEBI (LODR) Regulations, 2015.

The Chairman Mr. Anil Singhvi, welcomed the shareholders participating in the meeting through VC and on the requisite quorum being present, called the Meeting to order. He stated that the Company had made all the feasible efforts under the circumstances, to enable shareholders to participate and vote on the items being considered at the meeting and thanked the participants for joining the meeting virtually.

The Chairman welcomed and introduced the Directors and Key Managerial Personnel, (‘KMP’) who had joined the meeting, from their respective locations.

Directors Present through Video Conference:

1. Mr. Anil Singhvi – Chairman, Non-Executive & Non-Independent Director

2. Ms. Nisha Dutt – Independent Director

3. Ms. Poornima Prabhu – Independent Director

4. Mr. George Zacharias – Independent Director

5. Mr. Vinod Kumar Padmanabhan – Managing Director & CEO

6. Mr. Shiva Shankar Naga Roddam – Whole-time Director & COO

KMP Present through Video Conference:

1. Mr. Venkatraman G S – Chief Financial Officer & Sr. Vice President

2. Mr. G V Krishnakanth - Company Secretary & Compliance Officer

The Chairman informed the shareholders that the representatives of S R Batliboi & Associates LLP, Statutory Auditors, RSM Astute Consulting Private Limited, Internal Auditors, V Sreedharan & Associates, Secretarial Auditors and BMP & Co, Company Secretaries, Scrutinizers for the e-voting (conducted prior to and during the AGM) were also present at the Meeting through VC.

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Mr. G V Krishnakanth, Company Secretary & Compliance Officer briefed the shareholders on the details relating to their participation at the Meeting through Audio-Visual means. He informed the members that in compliance with the MCA & SEBI Circulars, the physical attendance of members had been dispersed with and hence the requirement of appointing proxies was not applicable.

Thereafter, the Chairman greeted the shareholders and delivered his speech which included the highlights of the financial performance, business, and other important updates. Post the Chairman’s speech, Mr. Vinod Kumar Padmanabhan, MD & CEO, addressed the shareholders and provided them with an overview of the performance of the Company, new products/initiatives of the Company and its response to the pandemic.

Further, Mr. G V Krishnakanth informed the shareholders about the Registers as required under the Companies Act, 2013, that were available for inspection electronically by the Members and e-voting facilities provided by Kfintech Technologies Private Limited (‘Kfintech’), the Registrar & Transfer Agents of the Company.

With the consent of the Shareholders present, the Notice convening the AGM and the Auditor's Report for the year ended March 31, 2021, were taken as read. Mr. G V Krishnakanth, informed the shareholders that there were no qualifications or adverse remarks in the Statutory and Secretarial Auditor's Reports.

Members were briefed on the agenda items for the meeting and the following items of business, as provided in the notice of the AGM, were transacted at the meeting:

ORDINARY BUSINESS:

1. Adoption of Financial Statements for the year ended March 31, 2021.

2. Confirmation of Interim Dividend already paid during the year and Declaration of Final Dividend for the financial year 2020-21.

3. Re-appointment of Mr. Shiva Shankar Naga Roddam as a Director liable to retire by rotation.

SPECIAL BUSINESS:

1. Revision in terms of appointment of Mr. Shiva Shankar Naga Roddam as a Whole-Time Director of the Company

2. Re-appointment of Mr. Vinod Kumar Padmanabhan as Managing Director & CEO of the Company

3. Payment of remuneration to the Independent & Non-Executive Directors by way of commission.

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The Chairman informed the shareholders that Mr. Pramod S M (Membership No.7834), Partner, BMP & Co, LLP, Company Secretaries, was appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. Further, he stated that the consolidated voting results would be disseminated to the Stock Exchanges (BSE & NSE) on which the Company's shares are listed and will also be made available on the website of the Company at www.subex.com and Kfintech at https://evoting.kfintech.com/ within two working days of the of the conclusion of the meeting. Thereafter, shareholders who registered themselves as speakers were given an opportunity to ask questions and seek clarification(s). Post the Q & A session, the Chairman authorized the Company Secretary to carry out the e-voting process.

The e-voting facility made available at the meeting was kept open for the next 15 minutes to enable the shareholders to cast their vote. The Chairman thanked the shareholders for their continued support and for attending and participating in the meeting virtually. He also thanked the Directors for joining the meeting.

The meeting commenced at 11:00 AM (IST) and concluded at 11:54 AM (IST) (including time allowed for e-voting at AGM).

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