Subex Ltd — Audit Report / Information 2023

May 29, 2023

May 29, 2023

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"- Secretarial Compliance Report of the Company for the year ended March 31, 2023

In accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Secretarial Compliance Report of the Company for the year ended March 31, 2023.

Kindly take the same on record.

Thanking you

`

Yours truly For Subex ~,} 1,,QA....__ ____ G V Krishnaka

Company Secretary & Compliance Officer

V SREEDHARAN AND ASSOCIATES

Company Secretaries

No. 291, r• Floor, 10'" Main Road, 3•• Block, Jayanagar, Bengaluru · 560 011 <. + 91 80 49594533 m compliance@sreedharancs.com

Secretarial Compliance Report of SUBEX LIMITED for the financial year ended March 31, 2023

[Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Subex Limited (hereinafter referred as 'the listed entity' ), having its Registered Office at Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No. 51-64/ 4, ORR, Bellandur Vlg, Varthur Hobli Bengaluru 560103.

Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide our observations thereon.

Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that the listed entity has, during the review period covering the financial year ended on March 31,2023 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter :

We have examined:

• (a) all the documents and records made available to us and explanation provided by Subex Limited ("the listed entity"),
• (b) the filings/ submissions made by the listed entity to the stock exchanges,
• (c) website of the listed entity,
• (d) any other document/ filing, as may be relevant, which has been relied upon to make this report,

for the financial year ended March 31,2023("Review Period") in respect of compliance with the provisions of :

• (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

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PRADEEP BHEEMSEN KULKARNI

o;g;1aly !ign,d by PRADEEP BHEEMSEN KVUWilll Oii:llt~; 2023.0S.2G It.. l0 .16 +0S'l0'

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: •

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Review Period);
• (e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
• (f) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations, 2013 (Not Applicable to the Company during the Review Period);
• (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• (h) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable to the Company during the Review Period).

And circulars I guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review Period:

• l.(a) The listed entity has complied with the provisions of the above Regulations and circulars /guidelines issued thereunder.
• (b) The listed entity was not required to take any actions as there was no observations made by the Practicing Company Secretary (Secretarial Auditors) in previous reports.

Page 2 of 8 PRADEEP

BHEEMSEN KULKARNI

II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1 /114/2019 dated 18th October, 2019:

SI. No.	Particulars	Compliance Status (Yes/No/N.A)	Observations / Remarks by PCS
1.	Compliances with the following conditions while appointing / re-appointing an auditor.
'	i . If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, the limited has issued review / audit report for such quarter; or	Not applicable	The auditors of the listed entity have not resigned during the Review Period.
	ii. If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review I audit report for such quarter as well as the next quarter; or	Not applicable
	iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year.	Not applicable
2.	Other conditions relating to resignation of statutory auditor
	i. Reporting of concerns by Auditor with to the listed respect entity / its material subsidiary to the Audit Committee: a. In case of any concern with the of management the listed entity/material subsidiary such as non of availability information / non cooperation by the management which has hampered the audit process, the	Not applicable	The Auditors of the listed entity have not reported any concerns during the Review Period.

	auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings.
	In case the auditor proposes to b. resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non-receipt of information / explanation from the Listed entity, the auditor has informed the Audit Committee the details of information/ explanation sought and not provided by the management, as applicable.
	c. The Audit Committee / Board of Directors, the may be, case as deliberated on the matter on receipt of information from the auditor such relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor.
	ii. Disclaimer in case of non-receipt of information:
	The auditor provided has an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor.
3.	The listed entity / its material subsidiary obtained information has from the Auditor upon resignation, in the format as specified in Annexure- A in Circular SEBI CIR/CFD/CMD1 /114/2019 dated 18th October, 2019.	Not applicable	The auditors of the listed entity have not resigned during the Review Period.

Ill. We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sr. No	Particulars	Compliance Status (Yes/No/NA)	Observations/ remarks by PCS
1.	Secretarial Standards
	The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Listed entity Secretaries India (ICSI) as notified by the Central Government under Section 118 (10) of the Companies Act, and 2013 mandatorily applicable.	Yes	NIL
2.	Adoption and timely updation of the Policies:
	• All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities.	Yes	NIL
	• All the policies are in conformity with SEBI Regulations and has been reviewed ft timely updated as per the regulations / circulars / guidelines issued by SEBI.	Yes	NIL
3.	Maintenance and disclosures on Website:
	• The Listed entity is maintaining a functional website.	Yes	NIL
	Timely of • dissemination the documents/ information under a separate section on the website.	Yes	NIL
	Page 5 of 8		Oigltally s;g ne d by PRADEEP

	• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re directs to the relevant section of the document(s) / website.	Yes	NIL
4.	Disqualification of Director: None of the Directors of the Listed entity are disqualified under Section 164 of 2013 Companies Act, as confirmed by the listed entity.	Yes	NIL
5.	Details related to Subsidiaries of listed entities have been examined w.r.t: of Identification material (a) subsidiary companies.	YES	NIL NIL
6.	of Disclosure requirement (b) material as well as other subsidiaries. Preservation of Documents:	YES
	The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records of per Policy of Preservation as Documents and Archival policy prescribed under LODR SEBI Regulations, 2015.	Yes	NIL
7.	Performance Evaluation: The listed entity conducted has performance evaluation of the Board, Independent Directors, the and of every at the start Committees financial year / during the financial year as prescribed in SEBI Regulations.	Yes	NIL

8.	Related Party Transactions:
	(a) The listed entity has obtained of prior approval Audit Committee for all Related party transactions.	Yes	NIL
	(b) In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved / ratified / rejected by the Audit committee.	Not applicable	All related party transactions entered into by the listed entity during the Review Period were duly approved by the Audit Committee.
9.	Disclosure of events or information:
	The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule Ill of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	Yes	NIL
10.	Prohibition of Insider Trading:
	The listed entity is in compliance with of Regulation 3(5) 3(6) SEBI &: of (Prohibition Insider Trading) Regulations 2015.	Yes	NIL
11.	by or Actions taken Stock SEBI Exchange(s), if any:
	No Actions taken against the listed I directors/ entity / its promoters subsidiaries either by SEBI or by Stock (including under the Exchanges Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder.	YES	NIL
12.	Additional Non-compliances, if any:
	No additional non-compliance observed for alt SEBI regulation / circular / guidance note etc.	Yes	NIL

Assumptions & Limitation of scope and Review:

• 1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
• 1. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
• 1. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
• 1. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For V. SREEDHARAN & ASSOCIATES Company Secretaries

PRADEEP	Digitally signed by PRADEEP BHEEMSEN
BHEEMSEN	KULKARNI
KULKARNI	Date: 2023.05.26 16:07:28 +05'30'

(Pradeep B Kulkarni) Partner FCS: 7260; CP No. 7835 Place: Bengaluru Date: 15.05.2023 UDIN: F007260E000305514 Peer Review Certificate No. 589/2019