Subex Ltd — AGM Information 2024

Aug 5, 2024

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August 5, 2024

The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001 Fax: 022-2272 2037/2039/2041/3121 BSE Scrip Code: 532348

The Secretary

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot no. C/l G Block, Bandra-Kurla Complex Bandra (E), Mumbai - 400 051 Fax: 022-2659 8237/38; 2659 8347/48 NSE Symbol: SUBEXLTD

Dear Sir/Madam,

Sub: Subex Limited “The Company”- Summary of Proceedings of the 30th Annual General Meeting as required under Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In accordance with Regulation 30(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a summary of proceedings of the 30th Annual General Meeting held today at 11:00 AM (IST) through Video Conference/ Other Audio-Visual Means.

Kindly take the same on record.

Thanking you

Yours truly, For Subex Limited

KRISHNAKANTH Digitally signed by KRISHNAKANTH VENKATA VENKATA GANGAVARAPU GANGAVARAPU Date: 2024.08.05 18:35:21 +05'30'

G V Krishnakanth

Company Secretary & Compliance Officer

Encl: as above

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SUMMARY OF PROCEEDINGS OF THE THIRTIETH ANNUAL GENERAL MEETING “AGM” OF SUBEX LIMITED “THE COMPANY”, HELD ON MONDAY, AUGUST 5, 2024, AT 11:00 A.M. (IST) THROUGH VIDEO CONFERENCE/OTHER AUDIO-VISUAL MEANS “VC/OAVM”

The 30th Annual General Meeting (‘AGM’) of the Members of the Company was held on Monday, August 5, 2024, 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, 14/2020, 17/2020, 20/2020, 02/2021, 19/2021, 21/2021, 02/2022, 10/2022 and 09/2023 dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021, December 08, 2021, December 14, 2021, May 05, 2022, December 28, 2022 and September 25, 2023 respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11, SEBI/HO/CFD/CMD2/CIR/P/2022/62, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 and SEBI/HO/CFD/CFDPoD-2/P/CIR/2023/167 dated May 12, 2020, January 15, 2021, May 13, 2022, January 05, 2023 and October 07, 2023 respectively, issued by the Securities and Exchange Board of India (“SEBI Circulars”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. G V Krishnakanth, Company Secretary & Compliance Officer informed the Chairman that the requisite quorum is present and requested the Mr. Anil Singhvi, Chairman to start the proceedings of the meeting.

Mr. Anil Singhvi, Chairman 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 to enable shareholders to participate and vote on the items being considered at the meeting and thanked the participants for joining the meeting virtually.

Directors Present through Video Conference:

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

2. Ms. Nisha Dutt – Managing Director & CEO

3. Ms. Poornima Prabhu – Independent Director

4. Mr. Murali Kalyanaraman – Independent Director

5. Ms. Archana Muthappa – Independent Director

KMP Present through Video Conference:

1. Ms. Nisha Dutt – Managing Director & CEO

2. Mr. Sumit Kumar – Chief Financial Officer

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

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

Mr. Rupinder Goel, Independent Director, who was unable to join the 30[th] AGM due to exigency, was granted leave of absence.

Mr. Anil Singhvi confirmed that chairman / Chairperson of the Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee were also present at the AGM through Video Conference.

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

74 Members attended the AGM through video conferencing/other audio-visual means.

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

Thereafter, the Chairman delivered his speech which included the highlights of the financial performance, business, and other important updates. Post the Chairman’s speech, Ms. Nisha Dutt, Managing Director & CEO, addressed the shareholders and provided them with an overview of the performance of the Company, initiatives, businesses of the Company.

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 KFin Technologies 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, 2024, 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 that required specific clarification.

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:

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ORDINARY BUSINESS:

1. Adoption of Financial Statements for the year ended March 31, 2024.

2. To appoint Mr. Anil Singhvi (DIN: 00239589) as a Director, liable to retire by rotation, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To appoint Ms. Nisha Dutt (DIN: 06465957) as a Director of the Company

2. To appoint Ms. Nisha Dutt (DIN: 06465957) as Managing Director & Chief Executive Officer of the Company

3. To appoint Mr. Murali Kalyanaraman (DIN: 07011607) as an Independent Director of the Company

4. Payment of remuneration to the Independent and Non-Executive Directors by way of commission

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). Clarifications were provided to the shareholders on the queries raised in the meeting. 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 30 (thirty) 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 attending the meeting.

The meeting commenced at 11:00 A.M (IST) and concluded at 12:07 P.M (IST) (excluding time allowed for e-voting at AGM).

Yours truly, For Subex Limited

KRISHNAKANTH Digitally signed by KRISHNAKANTH VENKATA VENKATA GANGAVARAPU GANGAVARAPU Date: 2024.08.05 18:36:26 +05'30'

G V Krishnakanth

Company Secretary & Compliance Officer

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