Directors Report of Subex Ltd.

Mar 31, 2023

BOARD''S REPORT

Dear Members,

Your Directors take pleasure in presenting the 29^th Annual Report of the Company on the business and operations together with the audited
results for the year ended March 31, 2023.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2023, is summarized as below

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Total Revenue	27,869	33,344	27,352	6,836
Share of Profit/ (Loss) from Limited Liability Partnerships, net	-	-	(3,159)	(1,273)
Other Income	816	1,037	242	6
Finance Cost	258	194	230	12
Profit/ (Loss) before tax	(3,906)	3,369	(7,699)	(447)
Tax expenses	1,215	1,270	(823)	-
Profit/ (Loss) after tax	(5,121)	2,099	(6,876)	(447)
Other comprehensive income/(loss)	620	203	19	(3)
a) to be reclassified to profit or loss in subsequent periods	581	267	Nil	NIL
b) not to be reclassified to profit or loss in subsequent periods	39	(64)	19	(3)
Total comprehensive income for the year	(4,501)	2,302	(6,857)	(450)

2. STATE OF AFFAIRS

As the world gradually adapted to the new normal, the industry
experienced a resurgence in demand for telecom services,
with consumers and businesses relying heavily on connectivity
solutions. Subex played a pivotal role in supporting this revival
through its innovative offerings and strategic initiatives.

The company underwent a crucial management change
during the first quarter of the FY 24, with the appointment of
a new CEO. The fresh leadership brought in a renewed vision
and focus, guiding Subex towards sustainable growth and
profitability. The new CEO''s strategic direction and emphasis on
customer-centric solutions garnered positive responses from
clients worldwide, paving the way for stronger partnerships.

Subex''s investment in AI initiatives proved to be a game-
changer for the company. Customers responded favorably
to the integration of artificial intelligence in their solutions,
appreciating the enhanced efficiency and insights gained from
AI-led projects. As a result, the company witnessed an upswing
in new project collaborations across the globe.

With the momentum gained from successful AI deployments,
Subex now looks forward to the next phase of growth under its
new leadership. The company is diligently fine-tuning its strategic
approach to stay ahead in the dynamic telecom market. As they
continue to pioneer innovative solutions and prioritize customer
needs, Subex is poised for a promising future, ensuring their
sustained success in the years to come.

During the financial year ended March 31, 2023, the total
income on a standalone basis was '' 27,594 lakhs as against the
total income for the previous year which was '' 6,842 lakhs. The
Company has during the year under review incurred a loss of
'' 6,876 lakhs as against a loss of '' 447 lakhs in the previous year.
On a consolidated basis, the total income stood at '' 28,685
lakhs as against '' 34,381 lakhs during the previous year. The loss
incurred for the financial year 2022-23 is '' 5,121 lakhs as against
a profit of '' 2,099 lakhs in the previous year.

3. DIVIDEND

The Board has not proposed any dividend to be paid for the
financial year 2022-23.

The dividend distribution policy of the Company is available
under the link https //www.subex.com/investors/shareholder-
services/.

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, 2023, 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, 2023, 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 committed to help Communications Service Providers
(CSP) create connected experiences in the digital world. Today,
we provide solutions for 75% of the world''s top 50 telcos.
Founded around the time when video telephony was launched,
Subex has been witnessing the evolution of mobile technology
ever since. Today, we are consultants to global telecom carriers
for operational excellence and business transformation by driving
new revenue models, enhancing the customer experience and
optimizing the enterprise. Subex leverages its award-winning
analytics solutions in areas such as Revenue Assurance,
Fraud Management, Network Asset Management, Capacity
Management, Partner Management, and Analytics ''Revenue
Management Services/RMS business'' and complements them
through its newer solutions such as loT Security, Digital Identity
Management and Anomaly Detection ''Digital Business''. Subex
also offers scalable Managed Services and Business Consulting
services.

Through HyperSense, an Al-first line of offerings, Subex
empowers communications service providers and enterprise
customers to make faster, better decisions by leveraging Artificial
Intelligence (Al) analytics across the data value chain.

Being truly a global company, it has more than 300 installations
across 90 countries. There has been no change in the nature
of business in FY22-23

Key Announcements in FY22-23

HyperSense named in 2022 Gartner® Market Guide for
Multipersona Data Science and Machine Learning Platforms

Subex, a pioneer in the space of telecom Al, has been named
in 2022 Gartner® Market Guide for Multipersona Data Science
and Machine Learning Platforms (DSML). According to this
Market Guide for Multipersona Data Science and Machine
Learning Platforms, "Data science and machine learning are
evolving rapidly with key trends such as augmentation and
democratization. To support the needs of an increasingly diverse
group of technical and nontechnical roles, data and analytics
leaders should apply multipersona DSML platforms.

Ethio Telecom selects HyperSense Fraud Management

Subex announced that it has been selected by Ethio Telecom
to deploy its Fraud Management solution. The solution, which

is built on Subex''s Al orchestration platform, HyperSense, will
replace Ethio Telecom''s existing legacy fraud management
system, thereby enabling them to move from a traditional rules-
based approach to an Al-first approach. This approach will, in-turn,
enable them to detect new and unknown threats in real-time.

Unitel selects Subex for protection against telecom fraud

Subex announced that it has been selected by Asian
telecommunications and internet major Unitel LLC to help the
operator in its fight against fraud and digital crimes. As part of the
agreement, Subex''s Signaling Security solution will help Unitel
leverage signaling data for the early detection and mitigation of
all types of fraud, thereby ensuring the prevention of any loss of
information or revenue.

Subex to Showcase its AI Solutions at MWC

Subex showcased of its Al solutions at MWC. Subex showcased
its award-winning platform, HyperSense Al, and its capabilities
to cover many Al-related use cases. Towards this, Subex
demonstrated its HyperSense Al-led solutions to drive growth,
protect revenues, enhance profitability, optimize Capex and
expand digital service offerings.

8. SUBSIDIARIES (WHOLLY OWNED AND OTHER SUBSIDIARIES)

As on March 31, 2023, the Company has 11 subsidiaries.

SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES

For the year ended March 31, 2023, Subex Assurance LLP earned
a net income of '' 2,318 lakhs as against net income of '' 29,204
lakhs in the previous year and a net loss of '' 793 lakhs, as against
a net Profit of '' 1,353 lakhs in the previous year.

As at March 31, 2023, 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, 2023, the
Standalone net income of Subex (UK) Limited was '' 17,908
lakhs as against '' 18,820 lakhs in the previous year, and a
net loss of '' 934 lakhs as against '' 84 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, 2023, the Standalone net income of Subex (Asia Pacific)
Pte. Limited was '' 5,073 lakhs as against '' 3,895 lakhs in the
previous year, and a net profit of '' 101 lakhs as against a net
profit of '' 143 lakhs in the previous year.

• Subex lnc. is a wholly owned subsidiary of Subex (UK)
Limited. For the year ended March 31, 2023, the Standalone
net income of Subex lnc. was '' 5,980 lakhs as against
'' 9,727 lakhs in the previous year, and the net profit of
'' 272 lakhs as against a net profit of '' 914 lakhs in the
previous year.

• Subex Middle East (FZE) is a wholly owned subsidiary of
Subex Assurance LLP For the year ended March 31, 2023,
the standalone net income of Subex Middle East (FZE) is

'' 765 lakhs as against '' 2,889 lakhs in the previous year and
net loss of '' 1486 lakhs as against a net loss of '' 518 lakhs
in the previous year.

• Subex Bangladesh Private Limited, is a wholly owned
subsidiary of Subex Assurance LLP For the year ended
March 31, 2023, the standalone net income of Subex
Bangladesh Private Limited is '' 526 Lakhs as against '' 903
lakhs and net loss of '' 69 lakhs as against '' 20 lakhs.

SUBEX DIGITAL LLP

For the year ended March 31, 2023, Subex Digital LLP earned
a net income of '' 2,324 lakhs as against '' 1,839 lakhs in the
previous year, and a net loss of '' 2,355 lakhs as against a net loss
of '' 2,618 lakhs in the previous year.

As at March 31, 2023, 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, 2023, Subex
Technologies Limited incurred a net loss of '' 3 lakhs as against
net loss of '' 4 lakhs in the previous year.

SUBEX AMERICAS INC.

For the year ended March 31, 2023, the standalone net income
of Subex Americas Inc. is '' 982 lakhs as against '' 1,083 lakhs in
the previous year, and a net loss is '' 56 lakhs as against a net loss
of '' 33 lakhs in the previous year.

Subex Azure Holding Inc., is a wholly owned subsidiary of Subex
Americas Inc. There were no transactions during the year under
review.

As on March 31, 2023, 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,
2023, the Standalone net income of Subex Account Aggregator
Services Private Limited was '' 8 lakhs, and a net loss of '' 3 lakhs.

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 subsidiary companies 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 and there are no deposits which are remaining
unclaimed or unpaid as at the end of the year and, as such, no
amount of principal or interest was outstanding as on the date
of the Balance sheet.

10. EMPLOYEE STOCK OPTIONS SCHEMES

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 Option Plans and
a 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 Securities and
Exchange Board of India (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 Securities & Exchange Board
of India (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. No options were granted to the eligible
employees during the financial year 2022-23.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186

Details of Loans, Guarantees or Investments covered under
Section 186 of the Companies Act 2013, are given in note
number 31 & 32 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
end of the financial year 2022-23 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 (LODR) Regulations,
2015, as amended from time to time. The Auditor''s certificate
on 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 legal obligation 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-election. Accordingly, Mr. Anil
Singhvi, Non-executive, Non-Independent Director, who retires
by rotation at the ensuing AGM and being eligible, offers himself
for re-appointment.

APPOINTMENT/ RE-APPOINTMENT/CESSATION

Mr. Vinod Kumar Padmanabhan at the Board Meeting held on
April 17, 2023, had requested early retirement from the position
of Managing Director & Chief Executive Officer of the Company
which would have been otherwise valid till March 31, 2024.
The Board of Directors took note of it and reluctantly accepted
his request. Mr. Vinod Kumar Padmanabhan continued as the
Managing Director & Chief Executive Officer of the Company

till close of business hours on May 1, 2023, and is currently
serving on the Board of the Company as Non-Executive, Non¬
Independent Director.

Ms. Nisha Dutt resigned as Non-Executive Independent Director
of the Company with effect close of business hours on May 1,
2023. Further, the Board of Directors, on the recommendation
of the Nomination & Remuneration Committee appointed Ms.
Nisha Dutt as the Chief Executive Officer of the Company with
effect from May 2, 2023.

The Board of Directors, at its meeting held on February 3, 2023,
based on the recommendation of Nomination & Remuneration
Committee had re-appointed Mr. Shiva Shankar Naga Roddam,
as a Whole-Time director (liable to retire by rotation) of the
company for a further period of 3 (three) years, with effect from
February 7, 2023 to February 6, 2026, subject to the approval
of the Members. The Company proposed the special resolution
for obtaining the shareholders'' approval vide Postal Ballot
Notice dated February 3, 2023. However, the Special Resolution
proposed in the Postal Ballot notice dated February 3, 2023
was not passed by requisite majority. Consequently, Mr. Shiva
Shankar Naga Roddam discontinued as a Director as well as
Whole-time Director of the Company with effect from close of
business hours on May 03, 2023.

The Board of Directors at its meeting held on August 8, 2023,
based on the recommendation of Nomination & Remuneration
Committee has appointed Mr. Rupinder Goel and Ms. Archana
Muthappa as Additional Directors (Category Non-Executive,
Independent) on the Board of the Company for a period of
3 (three) years commencing from August 8, 2023, subject to
the approval of the shareholders of the Company by way of a
Special Resolution. The said agenda forms a part of the Notice
of the 29^th Annual General Meeting which is being placed before
the shareholders for their approval.

The details regarding the familiarization program for Independent
Directors is available on the website of the Company under the
link https //www.subex.com/investors/shareholder-services/.

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	Mr. Vinod Kumar Padmanabhan (Resigned wef May 1, 2023)	Managing Director & CEO
2	Ms. Nisha Dutt (assumed the role of CEO with effect from May 2, 2023)	Chief Executive Officer
3	Mr. Shiva Shankar Naga Roddam (Resigned w.e.f. May 3, 2023)	Whole-time Director & COO
4	Mr. Sumit Kumar	Chief Financial Officer
5	Mr G V Krishnakanth	Company Secretary & Compliance Officer

16. BOARD MEETINGS

During the year, five 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
1/2022-23	April 5, 2022
2/2022-23	May 30, 2022
3/2022-23	August 8, 2022
4/2022-23	November 14, 2022
5/2022-23	February 3, 2023

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 April 17, 2023, 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.

The Independent Directors of the Company at its separate
meeting held during the year also reviewed the performance
of Non-Independent Directors and Board as a Whole and
Chairman of the Company taking into account the views of
Executive Directors and Non-Executive Directors.

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

The Company''s Policy on Director''s Appointment and
Remuneration 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, 2023, the Audit Committee consisted of 4
(four) Directors as its members.

Composition Category

Ms. Nisha Dutt (Chairperson) Independent Director

Mr. Anil SinghviNon-Executive,

Non-Independent Director

Ms. Poornima Prabhu Independent Director

Mr. George Zacharias Independent Director

Note: The Board re-constituted the Committee with effect from May 02,
2023 pursuant to the changes in the Board of Directors

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 a 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.

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".

The Secretarial Audit Report for the year ended March 31, 2023,
does not contain any qualifications, reservations, or adverse
remarks.

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 of the Companies Act, 2013. Members
who are interested in obtaining these particulars may write to
the Company Secretary at [email protected]. The
aforesaid Annexure is also 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
[email protected].

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. Further, SEBI has mandated the
top 1000 listed companies, based on market capitalization,
to transition to Business Responsibility and Sustainability
Reporting from FY 2022-23 onwards. 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 invested amount 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 the 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.

The portfolio of products has contributed to success in this
domain and has also built a strong foundation to add value
to our customers, independent of the economic and market
conditions. The last few years have seen a rapid change
in technologies being leveraged and this has been further
influenced by the Digital Transformation of services and
portfolio within our customer base. Subex has a dedicated
team to explore these new technologies which then contribute
to innovations on the existing Portfolio as well as creation of
new Product Intellectual Property. The Products developed and
released by this team influence our ability to compete and win,
while also delivering value to our customers. Please refer the
Management Discussion & Analysis for further details on our
products.

25. FOREIGN EXCHANGE INFLOW AND OUTFLOW

During the year 2022-23, total foreign exchange inflow and
outflow of the Company is as follows

i) Foreign Exchange inflow '' 23,601 lakhs (Previous Year
'' 3,510 lakhs)

ii) Foreign Exchange outflow '' 10,592 lakhs (Previous Year
'' 511 lakhs)

26. CORPORATE SOCIAL RESPONSIBILITY

To enable contribution to the society and other stakeholders, the
Company has constituted the Corporate Social Responsibility
Committee (CSR Committee) comprising of the following
Directors as on March 31, 2023

Composition Category

Mr. Anil Singhvi (Chairman) Non-Executive,

Non-Independent Director

Ms. Nisha Dutt Independent Director

Mr. Vinod Kumar Padmanabhan Managing Director & CEO

Mr. Shiva Shankar Naga Roddam Whole-Time Director &

COO

Note: The Board re-constituted the Committee with effect from May 02,
2023 pursuant to the changes in the Board of Directors

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

The Subex Charitable Trust ("SCT") extends the outlook of Subex
as a corporate entity into community service. SCT was set up to
provide welfare activities for the underprivileged and the needy
in society. SCT is managed by trustees elected from among the
employees of the Company. Please refer page 12 of the Annual
Report for details of the activities conducted during the year.

27. RISK MANAGEMENT POLICY & IMPLEMENTATION

The Risk Management Committee, as required under Regulation
21 of the SEBI (LODR) Regulations, 2015 has been constituted
by the Company. According to Regulation 21(5) of the said
Regulations, the provisions of Risk Management Committee
shall be applicable to top 1000 listed entities, determined based
on market capitalization.

The Company has developed and 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 department
wise such as financial risks, information technology related risks,
legal risks, accounting fraud, 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:

During the financial year 2022-23, CRISIL vide its
letter ref no. RL/GDS21072/301927/Corporate Credit
Rating/1022/44925/96327563 dated October 19, 2022, has,
after due consideration, revised the Corporate Credit Rating
(CCR) of Subex Limited to CCR BBB /Negative (pronounced as
CCR triple B plus rating with Negative outlook) from CCR A-/
Stable (pronounced as CCR A minus rating with Stable outlook).

Based on the request of the Company vide its letter dated
March 28, 2023, requesting CRISIL Ratings to withdraw the
outstanding Corporate Credit Rating of Subex Limited, CRISIL
vide its letter ref no. RL/GDS21072/317608/Corporate Credit
Rating/0423/579 07/9 6327563 dated April 21, 2023, has

withdrawn the "CCR BBB Negative" (pronounced as CCR
triple B plus rating with Negative outlook) rating assigned to the
Company.

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 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, 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 Act, the
Company during the year 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 a 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 improve the existing business continuity controls
owing to the pandemic. 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 a 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 2022-23.

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) 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 the Company.

33. RECLASSIFICATION OF PROMOTER/ PROMOTER GROUP:

During the financial year 2022-23, the Company vide e-mail
dated July 29, 2022, had received request letters dated
28^th July, 2022 from Mr. Subash Menon, Mr. Sudeesh Yezhuvath,
Promoters of the Company and Kivar Holdings Pvt. Ltd, member
of the Promoter Group of the Company, to reclassify themselves
from the existing "Promoters/Promoter Group category'' to
''Public category'' of the Company, pursuant to Regulation
31A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. After analyzing the said request of
reclassification and having discussed in detail, the Board of
Directors of the company at their meeting held on August 8,
2022, had favorably considered the request for reclassification
and have accorded their approval to the said re-classification
subject to the approval of the members of the Company and the
other regulatory authorities, if any, in terms of Regulation 31A of
SEBI (LODR) Regulations, 2015. Further, the shareholders of the
Company at the 28th Annual General Meeting held on Monday,
September 19, 2022, have approved the reclassification request
received from Mr. Subash Menon, Mr. Sudeesh Yezhuvath and
Kivar Holdings Private Limited, Persons belonging to Promoter
& Promoter Group for reclassification from "Promoter/Promoter
Group'' category to "Public'' category.

Subsequently, the Company has filed an application dated
October 17, 2022, with the BSE Limited and National Stock
Exchange of India Limited. The Company also provided its
responses to the queries raised by the respective exchange(s)
and is awaiting the approval of the exchange(s).

34. 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.

35. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on an arm''s length basis and were 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 of transactions vis-a-vis the
Company.

All related party transactions are placed before the Audit
Committee and the Board for approval. Prior omnibus approval
of the Audit committee is 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, is 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, 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 uploaded 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".

36. 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 2022-23

37. ANNUAL RETURN

A copy of the Annual Return of the Company for the Financial
Year 2022-23, 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.

38. LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees for the year
2022-23 and 2023-24 to the Exchanges'' where the Company''s
shares are listed i.e., the National Stock Exchange of India
Limited (''NSE'') and BSE Limited (''BSE'').

39. 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).

40. 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.

41. 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.

42. 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, 2023, 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, 2023, 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, 2023, 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.

43. APPRECIATION/ACKNOWLEDGEMENTS

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 Limited,
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 Subexians at all levels 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

Place: Bengaluru
Date: August 8, 2023

---

Mar 31, 2019

Dear members

The Directors have pleasure in presenting the 25th Annual Report of the Company on the business and operations together with the audited results for the year ended March.31, 2019.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March.31, 2019 is summarized as below:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2018-19 2017-18		2018-19 2017-18
Total Revenue	34,812	32,432	1,916	17,993
Share of profit/(loss) net	-	-	(1,600)	37
Other Income	101	140	10	66
Finance Cost	216	775	4	547
Profit/(Loss) before Exceptional items & tax expense	4,708	2,275	(2,455)	(200)
Exceptional Items	-	1,166	-	389
Profit/(Loss) before tax	4,708	3,441	(2,455)	189
Tax expenses	2,186	1,373	(2)	157
Profit/ (Loss) after tax	2,522	2,068	(2,453)	32
Other comprehensive income	(428)	(240)	(3)	(8)
a) to be reclassified to profit or loss in subsequent periods	(390)	(210)	-	-
b) not to be reclassified to profit or loss in subsequent periods	(38)	(30)	(3)	(8)
Total comprehensive income for the year	2,094	1,828	(2,456)	24

2. RESULTS OF OPERATIONS

During the financial year ended March.31, 2019, the total revenue on a standalone basis was RS.1,916 lakhs as against the revenue for the previous year which was Rs.17,993 Lakhs. The Company has during the year under review incurred a loss of Rs.2,453 lakhs as against a profit of Rs.32 lakhs in the previous year.

On a consolidated basis, the total revenue stood at Rs.34,812 lakhs as against RS.32,432 lakhs during the previous year. The profit for the financial year 2018-19 was RS.2,522 lakhs as against a profit of RS.2,068 lakhs in the previous year.

3. DIVIDEND

The Directors have not proposed any dividend to be paid for the financial year 2018-19.

4. RESERVES

The Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation. The total earnings of RS.2,094 lakhs available with the Company on a consolidated basis is proposed to be retained in the statement of profit and loss.

5. SHARE CAPITAL

As at March.31, 2019 and as at the date of this report, the authorized share capital of the Company was RS.5,900,000,000 (Rupees Five hundred and ninety crores only) divided into 588,040,000 (Fifty-eight crores, eighty lakhs and forty thousand only) equity shares of RS.10 (Rupees Ten only) each and 2,00,000 (Two Lakhs only) preference shares of RS.98 (Rupees Ninety-Eight only) each.

As at March.31, 2019 and as at the date of this report, the issued, subscribed and paid-up share capital of the Company was RS.5,620,029,350 (Rupees Five hundred and sixty two crores, twenty nine thousand and three hundred and fifty only) divided into 562,002,935 (Fifty six crores, twenty lakhs, two thousand nine hundred and thirty five only) equity shares of RS.10 (Rupees Ten only) each.

6. BUSINESS

Subex is a leading telecom analytics solutions provider, enabling a digital future for global Telco''s. Founded in 1994, Subex has spent over two decades in enabling 3/4th of the largest 50 Communication Service Providers (CSPs) globally achieve competitive advantage. By leveraging data which is gathered across networks, customers, and systems coupled with its domain knowledge and the capabilities of its core solutions, Subex helps CSPs to drive new business models, enhance customer experience and optimize enterprises. Subex leverages its award-winning analytics solutions in areas such as Revenue Assurance, Fraud Management, Asset Assurance and Partner Management "Revenue Management

Services/RMS business" and complements them through its newer solutions such as IoT Security "Digital Business". Subex also offers scalable Managed Services and Business Consulting services. It has more than 300 installations across 90 countries.

Subex has received numerous awards jointly with its customers. The recent awards include:

- Pipeline Innovation Awards 2018 under "Managed Services" category & "Innovations in Security & Assurance" and ''Big Data & Analytics''

- Aegis Graham Bell Award 2017 for Innovation in ROC Insights under "Data Science" Category

- Global Telecoms Business Innovation Award 2017 with Saudi Telecom Company.

7. SUBSIDIARIES (WHOLLY OWNED AND OTHER SUBSIDIARIES)

As on March.31, 2019, the Company has 9 subsidiaries.

SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES

For the year ended March.31, 2019, Subex Assurance LLP earned a net income of RS.30,133 lakhs as against a net income of RS.12,813 Lakhs in the previous year and a net profit of RS.165 Lakhs, as against a net profit of RS.635 lakhs in the previous year

As at March.31, 2019, Subex Limited held more than 99.99 % of the capital in Subex Assurance LLP and the balance is held by Subex Digital LLP.

- For the year ended March.31, 2019, the Standalone income of Subex (UK) Limited was RS.18,803 Lakhs as against RS.16,401 Lakhs in the previous year, and a net gain of RS.1,370 Lakhs as against a net loss of RS.8,197 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, 2019, the Standalone income of Subex (Asia Pacific) Pte. Limited was RS.3,952 Lakhs as against RS.2,997 lakhs in the previous year, and a net gain of RS.18 lakhs as against a net loss of RS.644 Lakhs in the previous year.

- Subex Inc.is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March.31, 2019, the Standalone income of Subex Inc. was RS.9,839 lakhs as against RS.9,353 Lakhs in the previous year, and the net gain was RS.117 lakhs as against a net gain of RS.78 Lakhs in the previous year.

- As on March.31, 2019, Subex (UK) Limited holds 8 common shares (7.41%) in the capital of Subex Americas Inc.

- Subex Middle East (FZE) is a wholly owned subsidiary of Subex Assurance LLP. For the year ended March.31, 2019, the standalone income of Subex Middle East (FZE) was RS.1,388 lakhs as against RS.1,132 Lakhs in the previous year and a net gain of RS.60 lakhs as against a loss of RS.14 Lakhs in the previous year.

SUBEX DIGITAL LLP

For the year ended March.31, 2019, Subex Digital LLP earned an income of RS.438 Lakhs as against RS.33 Lakhs in the previous year, and a net loss of RS.1,765 Lakhs as against a net loss of RS.598 Lakhs in the previous year.

As at March.31, 2019, 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

For the year ended March.31, 2019, Subex Technologies Limited incurred a net loss of RS.4 Lakhs as against a net loss of RS.1 Lakh in the previous year. Subex Technologies Limited is a wholly owned subsidiary of Subex Limited.

SUBEX AMERICAS INC.

For the year ended March.31, 2019, the standalone income of Subex Americas Inc. was RS.957 Lakhs as against RS.851 Lakhs in the previous year, and the net profit was RS.96 Lakhs as against a net profit of RS.6,271 Lakhs in the previous year.

Subex Azure Holding Inc., is a wholly owned subsidiary of Subex Americas Inc. There were no transactions during the year under review.

As on March.31, 2019, Subex Limited holds 100 common shares (92.59%) in the capital of Subex Americas Inc.

The above-mentioned numbers are as per the audited financial statements of respective subsidaries.

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://subex.com/shareholder-services/.

Further, as per the fourth proviso to the said Section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company under the following link https://subex.com/shareholder-services/. These documents will also be available for inspection during business hours at the registered office of the Company at Bengaluru, India.

8. DEPOSITS

Your Company has not accepted any deposits from the public during the year and there are no deposits which remain unclaimed or unpaid as at the end of the year and, as such, no amount of principal or interest was outstanding as of the date of the Balance sheet.

9. EMPLOYEE STOCK OPTIONS SCHEMES

All the schemes endeavor 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 ESOP schemes. Additional details have also been disclosed under Note 36 to the standalone financial statements which form part of the Annual Report.

Details of the Company''s Employee Stock Option Plans and a summary disclosure in compliance with the Companies (Share Capital and Debentures) Rules, 2014, forms part of this report as "Annexure A". The details as required under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 are available on the Company''s website https:// subex.com/shareholder-services/.

a. EMPLOYEE STOCK OPTION PLAN-2005 (ESOP-III)

Under this scheme, an initial corpus of 5,00,000 options was created for grant to the eligible employees, with each option convertible into one fully paid-up equity share of RS.10/-. This scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The corpus of the scheme was further enhanced by 15,00,000 options during the financial year 2007-08. The Company has obtained the requisite in-principle approvals from the Stock Exchanges for the listing of equity shares arising out of exercise of options granted under the scheme.

The tenure for grant of stock options under ESOP 2005 scheme has expired in 2015 and the Company is only administering the outstanding stock options issued under the scheme.

b. EMPLOYEE STOCK OPTION PLAN-2018 (ESOP-V)

The Company pursuant to resolutions passed by the Board and the Shareholders dated June 26, 2018 and July 31, 2018, respectively, has adopted the Subex Employees Stock Option Scheme-2018 ("ESOP - V" or "Plan")

The Board authorized the Nomination & Remuneration Committee or such other person(s) as maybe authorised by the Nomination & Remuneration Committee for the superintendence and administration of the Plan. The ESOP Plan would be implemented through the Subex Employee Welfare and ESOP Benefit Trust, "ESOP Trust", by acquiring the equity shares of the Company from the secondary market. Total number of Options to be granted under the Scheme shall not exceed 5% (Five percent) of the paid- up equity capital as on March.31, 2018.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees or Investments covered under Section 186 of the Companies Act 2013, are given in note number 34 (b) (iv) to the Standalone Financial Statements.

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

The Board at its meeting held on May 13, 2019, appointed Mr. George Zacharias as an Additional Independent Director, to hold office until the date of the 25th Annual General Meeting (AGM).

There have been no material changes for the period between end of the financial year 2018-19 and the date of this report effecting the financial position of the company

12. 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 sustainable 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 and customers 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 in the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, "SEBI (LODR), Regulations, 2015", as amended from time to time. The Auditor''s certificate on 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.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis report is presented in a separate section forming part of this Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 AGM of the shareholders and a retiring Director is eligible for re-election. Accordingly, Mr. Vinod Kumar Padmanabhan, retires by rotation and being eligible, has offered to be re-appointed at the ensuing AGM.

Pursuant to the recommendations of the Nomination & Remuneration Committee, the Board at its meeting held on MarcRs. 21, 2018, appointed Mr. Vinod Kumar Padmanabhan as the Managing Director & CEO of the Company effective from April 01, 2018, for a tenure of three years. The said appointment was approved by the members at the 24th AGM of the Company held on July 31, 2018.

Mr. Ashwin Chalapathy, Non-Independent, Non-Executive Director, resigned from the Board with effect from May 04, 2018.

APPOINTMENT

Pursuant to the recommendations of the Nomination & Remuneration Committee, the Board at its meeting held on May 13, 2019, appointed Mr. George Zacharias as an Additional Independent Director of the Company and he shall hold office until the date of the 25th AGM. His appointment for a period of five years is being placed before the members for their approval at the ensuing AGM.

The details regarding the familiarization program for Independent Directors is available on the website of your Company under the link https://www.subex.com/shareholder-services/

CHANGES IN THE KEY MANAGERIAL PERSONNEL

Ms. Mehernaz Dalal resigned from the position of Chief Financial Officer w.e.f. November 30, 2018. Mr. Venkatraman G S was appointed as the Chief Financial Officer of the Company w.e.f. November 30, 2018.

Mr. G V Krishnakanth was appointed as the Company Secretary of the Company w.e.f July 10, 2018 and Compliance Officer w.e.f. July 19, 2018.

15. BOARD MEETINGS

During the year, 7 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
1/2018-19	May 04, 2018
2/2018-19	June 26, 2018
3/2018-19	July 19, 2018
4/2018-19	July 31, 2018
5/2018-19	September 10, 2018
6/2018-19	October 31, 2018
7/2018-19	January 29, 2019

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

16. 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 January 29, 2019 carried out an annual performance evaluation of its own performance, 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 Corporate Governance Report.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

The Policy on Appointment of Directors and the Remuneration Policy of the Company forms a part of this report in "Annexure E". and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration as "Annexure G".

18. AUDIT COMMITTEE

As on March.31, 2019, the Audit Committee had four Directors as its members viz. Mr. Anil Singhvi, Chairman & Independent Director, Ms. Nisha Dutt, Independent Director, Ms. Poornima Prabhu, Independent Director and Mr. Vinod Kumar Padmanabhan, Managing Director & CEO. The role, terms of reference, the 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 thereon. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

19. 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

S. R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (Firm Registration Number 101049W/E300004), the Statutory Auditors of the Company were appointed for a term of 5 years at the AGM held on June 19, 2015. The requirement for ratification of appointment of auditors by the members at every AGM is done away with, vide the Ministry of Corporate Affairs notification dated May 07, 2018.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors of the Company in the Audit Report.

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 V. Sreedharan & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure C".

The Secretarial Audit Report for the year ended March.31, 2019 does not contain any qualification, reservation or adverse remark.

20. PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided as they are not applicable to the Company. None of the employees of the Company, draw remuneration in accordance with the limits prescribed under the said Rules. Hence the details of the top 10 (ten) employees under the said Rules have not been stated.

21. 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 scarce 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 and targets towards 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 invested amount in few months, ensuing continued savings through this initiative.

Suppliers delivering the products to Subex with regard to 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 water and energy reduction in waste along with an increase in amount of waste that is recycled/ reused etc.

iii. Increasing the awareness on environment safety and engagement of employees.

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 of environmental laws and regulations.

22. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Your Company has a strong Research & Development Division responsible for developing technologies for its products in the telecom domain. The telecommunications domain, in which your Company operates, is subject to rapid technological changes, introduction of new services and intense competition. Your Company has developed inherent skills to keep pace with these changes. Since software products are the significant line of business of your Company, the Company incurs expenditure on product related Research & Development on a continuous basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.

23. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year 2018-19 total foreign exchange inflow and outflow is as follows:

i) Foreign Exchange earnings RS.2,178 Lakhs (Previous Year RS. 16,240 Lakhs)

ii) Foreign Exchange outgo RS.678.44 Lakhs (Previous Year RS.9,592 Lakhs)

24. CORPORATE SOCIAL RESPONSIBILITY

To enable the Company to take required measures to make a meaningful contribution to society and other stakeholders, it has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors as on March.31, 2019.

Composition	Category
Mr. Anil Singhvi (Chairman)	Independent Director
Mr. Vinod Kumar Padmanabhan	Managing Director & CEO
Ms. Nisha Dutt	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 are given in "Annexure H" to the Boards'' report.

The CSR Committee charter and the CSR Policy of the Company are available in the website under the below link https://www.subex. com/shareholder-services/.

SUBEX CHARITABLE TRUST

Subex Charitable Trust (SCT) extends the outlook of Subex as a corporate entity into community service. SCT was set up to provide for welfare activities for the under privileged and the needy in the society. SCT is managed by trustees elected amongst the employees of the Company. During the year, it has provided active support to the Prerana Resource Centre for providing vocational training to visually impaired and disabled orphan teenage girls. As part of this program, 25 girls have been provided vocational training to enable them to attain work opportunities across various industries. The SCT has also provided its support for the education of economically challenged meritorious students as part of the Nurture Merit Programme. Further details have been provided in a separate section in this Annual Report as "Annexure H ".

25. RISK MANAGEMENT POLICY & IMPLEMENTATION

The Risk Management Committee has been constituted as required under Regulation 21 of the SEBI (LODR) Regulations, 2015, voluntarily by the Company. According to Regulation 21 (5), the provisions of Risk Management Committee shall be applicable to top 500 listed entities, determined on the basis of market capitalization.

The Company has developed and 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 department wise such as financial risks, information technology related risks, legal risks, accounting fraud, 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.

26. HUMAN RESOURCE MANAGEMENT

Detailed report on Human Resource management is given in the Management Discussion and Analysis section of the Annual report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In accordance with the provisions of Section 134(5) 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 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, reliable financial information. The Company has adopted accounting policies which are in line with Indian Accounting Standards("IndAS").

Pursuant to the provisions of the Section 134(5)(f) of the Act, the Company during the year devised proper systems to ensure compliance with the provisions of all applicable laws. In effect, such 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 efficacy and adequacy of 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 9001:2008 (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 a better customer experience. Summary of the audits are shared across organization to help understand strengths and weaknesses in the system. People involvement in organization process initiatives is one that approaches towards achieving better compliance, standardizing activities to consistently achieve better customer satisfaction.

This year, the emphasis was more towards reviews and updates on processes for projects and organization, alignment to the new organization structure. Identification and involvement of process owners to review processes and make it relevant and align it to the organization. Some of the requirements which were specific to customer were customized, with audits conducted for some of the accounts.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy to deal with instance 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/shareholder-services/. There were no complaints during the year 2018-19.

29. 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) 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 the Company

30. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149 (7) to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

31. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were 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 of transactions vis-a-vis the Company.

All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit committee is 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, are 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, 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 into 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 uploaded on the Company''s website under the link https:// www.subex.com/shareholder-services/

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 is enclosed to this report in "Annexure F".

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

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

33. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D".

The annual return for the financial year 2017-18 pursuant to section (3) of section 92 has been placed on the website of the Company, www.subex.com.

34. LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees for the year 201819 to the National Stock Exchange of India Ltd (''NSE'') and BSE Ltd (''BSE'') where the Company''s shares are listed.

35. MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company as the Company operates out of a Special Economic Zone (SEZ) .

36. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, affirms:

a) In the preparation of the annual accounts for the financial year ended March.31, 2019, 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 at March.31, 2019 and of the loss 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, 2019 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.

37. APPRECIATION/ACKNOWLEDGEMENTS

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 the 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, the Ministry of Commerce and Industry, Ministry of Labour and employment, Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Ltd, National Securities Depository Limited and Central Depository Services (India) Limited 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 Subexians at all levels for their hard work, solidarity, cooperation and support, as they are instrumental in your Company scaling new heights, year after year.

For Subex Limited For Subex Limited

Anil Singhvi Vinod Kumar Padmanabhan

Chairman & Independent Director Managing Director & CEO

DIN:00239589 DIN:06563872

Bengaluru, India

May 13, 2019

---

Mar 31, 2018

The Directors have pleasure in presenting the 24^th Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2018.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Consolidated		Standalone*
	2017-18	2016-17	2017-18	2016-17
Total Revenue	32,432	35,733	17,993	32,441
Share of profit/(loss) net	-	-	37	-
Other Income	140	1,154	66	1,253
Finance Cost	775	2,040	547	1,505
Profit/ (loss) before exceptional items and tax expense	2,275	7,528	(200)	4,162
Exceptional Items	1,166	(10,890)	389	(4,591)
Profit/ (loss) before tax	3,441	(3,362)	189	(429)
Tax expenses	1,373	961	157	254
Profit/ (loss) after tax	2,068	(4,323)	32	(683)
Other comprehensive income	(240)	(1,376)	(8)	(33)
i. to be reclassified to profit or loss in subsequent periods	(210)	(1,344)	-	-
ii. not to be reclassified to profit or loss in subsequent periods	(30)	(32)	(8)	(33)
Total comprehensive income for the year	1,828	(5,699)	24	(716)

*Pursuant to the restructuring, the current year’s standalone figures are not comparable to the previous year’s standalone figures. (Also refer note 31 of the standalone financial statements).

2. RESULTS OF OPERATIONS

During the financial year ended March 31, 2018, the total revenue on a standalone basis was RS.17,993 Lakhs as against the revenue for the previous year which was RS.32,441 Lakhs. The Company has during the year under review earned a profit of RS.32 Lakhs as against a loss of RS.683 Lakhs in the previous year.

On a consolidated basis, the total revenue stood at RS.32,432 Lakhs as against RS.35,733 Lakhs during the previous year. The profit for the financial year 2017-18 is RS.2,068 Lakhs as against loss of RS.4,323 Lakhs in the previous year.

3. DIVIDEND

The Directors have not proposed any dividend for the financial year 2017-18.

4. TRANFER TO RESERVES

There is no transfer to general reserves during the year 2017-18. Pursuant to restructuring, the difference between net assets transferred and the capital contribution of RS.2,776 Lakhs has been transferred to Capital reserve. Also refer note 31 of the standalone financial statements.

5. SHARE CAPITAL

As at March 31, 2018 and as at the date of this report, the authorised, issued, subscribed and paid- up capital of the Company is as below:

(Amount in Rs.)

Share Capital	As on April 01, 2017	Increase during the year	As on March 31, 2018
Authorised At the beginning of the year-Equity Shares @ RS.10 each Preference Shares @ RS.98 each	5,450,400,000 19,600,000	430,000,000 Nil	5,880,400,000 19,600,000
Issued Equity Shares @ RS.10 each Preference Shares @ RS.98 each	5,069,079,360 Nil	550,949,990# Nil	5,620,029,350 Nil
Subscribed Equity Shares @ RS.10 each Preference Shares @ RS.98 each	5,069,079,360 Nil	550,949,990 Nil	5,620,029,350 Nil
Fully Paid- up Equity Shares @ RS.10 each Preference Shares @ RS.98 each	5,069,079,360 Nil	550,949,990 Nil	5,620,029,350 Nil

# On May 15, 2017, the Company made an allotment of 55,094,999 equity shares of the Company on a preferential basis at an issue price of RS.14 per equity share (Face value of RS.10 per equity share). (The proceeds of the equity shares issued on preferential basis, has been utilized for the acquisition of Intellectual Property Rights viz. DIM from Subex Americas Inc. and to strengthen the long term capital structure of the Company.)

Sl. No.	Investors	No. of shares
i.	QVT Singapore Fund Pte. Ltd	27,531,428
ii.	Tonbridge (Mauritius) Limited	17,916,321
iii.	Leeds (Mauritius) Limited	9,647,250
	Total	55,094,999

6. BUSINESS

Subex is a leading telecom analytics solutions provider, enabling a digital future for global telcos. Founded in 1994, Subex has spent over two decades in enabling 3/4^th of the largest 50 Communication Service Providers (CSPs) globally achieve competitive advantage. By leveraging data which is gathered across networks, customers and systems coupled with its domain knowledge and the capabilities of its core solutions, Subex helps CSPs to drive new business models, enhance customer experience and optimise enterprises. Subex leverages its award-winning analytics solutions in areas such as Revenue Assurance, Fraud Management, Asset Assurance and Partner Management “Revenue Management Services/RMS business” and complements them through its newer solutions such as IoT Security “Digital Business”. Subex also offers scalable Managed Services and Business Consulting services. It has more than 300 installations across 90 countries.

Subex has received numerous awards jointly with its customers. The recent awards include:

- Aegis Graham Bell Award 2017 for Innovation in ROC Insights under “Data Science” Category

- Global Telecoms Business Innovation Award 2017 with Saudi Telecom Company

- Pipeline Innovation Awards under “Managed Services” category & ”Innovations in Security & Assurance”

As part of the business restructuring efforts of the Company, the Company invested in two Limited Liability Partnership (LLP) entities. Pursuant to this, two LLPs- Subex Digital LLP and Subex Assurance LLP were incorporated on April 05, 2017. Pursuant to: (i) the in-principle approval accorded by the Board of Directors of the Company (“Board”) at its meeting No. 2/2017-18 held on May 25, 2017; (ii) the final approval accorded by the Board at its meeting No. 5/ 2017-18 held on August 21, 2017; and (iii) the approval accorded by the members of the Company vide postal ballot on September 23, 2017;

(i) The Revenue Maximization Solutions and related businesses carried out by the Company, was contributed to its subsidiary, Subex Assurance LLP for a consideration of RS.615,64,56,051/-(Rupees Six Hundred Fifteen Crores, Sixty Four Lakhs, Fifty Six thousand and Fifty one only), in the form of credit to the Company’s capital account with Subex Assurance LLP

(ii) The Subex Secure and Analytics solutions and related businesses carried out by the Company, was contributed to its subsidiary, Subex Digital LLP for a consideration of RS.18,68,84,750/- (Rupees Eighteen Crores, Sixty Eight Lakhs, Eighty Four Thousand, Seven Hundred and Fifty only), in the form of credit to the Company’s capital account with Subex Digital LLR

The purpose of the Restructuring was to achieve the following commercial reasons, inter alia:

(i) Segregate the Company’s business into separate verticals, facilitating greater focus on each business vertical and higher operational efficiencies;

(ii) enhance the ability of the Company to enter into business specific partnerships and to attract strategic investors at respective business levels;

(iii) improve organizational capabilities, arising from the segregation of human capital and focus the diverse skills, talent and experience in specialized fields to compete successfully in an increasingly competitive industry;

(iv) de-risk various business verticals from each other; and

(v) enhance value for the shareholders of the Company.

The Board at its meeting held on October 04, 2017, approved November 01, 2017 as the effective date for the restructuring of the business of the Company.

SEZ I and II

The Company transferred SEZ units I & II to its subsidiary, Subex Assurance LLP, with effect from November 01, 2017 i.e. the effective date of the business Restructuring.

SEZ III

During the year the Company completed all its statutory formalities / compliances under SEZ Act/Rules in respect of this new unit and commenced operations from this unit.

Further details on the business of the Company is provided in the Management Discussion and Analysis section of the Annual Report.

7. SUBSIDIARIES (WHOLLY OWNED AND OTHER SUBSIDIARIES)

SUBEX ASSURANCE LLP AND ITS SUBSIDIARIES

For the year ended March 31, 2018, Subex Assurance LLP earned a net income of RS.12,818 Lakhs and a net profit of RS.635 Lakhs.

As at March 31, 2018, Subex Limited held more than 99.99 % of the capital in Subex Assurance LLP and the balance is held by Subex Digital LLP

Pursuant to the business restructuring of the Company, Subex (UK) Limited became a wholly owned subsidiary of Subex Assurance LLP with effect from November 01, 2017.

- For the year ended March 31, 2018, the Standalone income of Subex (UK) Limited was RS.16,398 Lakhs as against RS.17,619 Lakhs last year, and the net loss was RS.5,308 Lakhs as against a net gain of RS.1,859 Lakhs last year.

- Subex (Asia Pacific) Pte. Limited is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2018, the Standalone income of Subex (Asia Pacific) Pte. Limited was RS.2,992 Lakhs as against RS.2,555 Lakhs last year, and the net loss was RS.655 Lakhs as against a net gain of RS.892 Lakhs last year. During the year Subex (Asia Pacific) Pte. Ltd issued 8 million shares at SG$1 per share to its holding Company Subex (UK) Limited to meet its fund requirements.

- Subex Inc.is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2018, the Standalone income of Subex Inc. was RS.9,353 Lakhs as against RS.10,694 Lakhs last year, and the net gain was RS.86 Lakhs as against a net gain of RS.117 Lakhs last year.

- Pursuant to the business restructuring of the Company, Subex Middle East (FZE) became a wholly owned subsidiary of Subex Assurance LLP with effect from November 01, 2017. For the year ended March 31, 2018, the standalone income of Subex Middle East (FZE) is RS.1,132 Lakhs as against RS.1,706 Lakhs last year and loss of RS.14 Lakhs as against a gain of RS.35 lakhs last year.

SUBEX DIGITAL LLP

For the year ended March 31, 2018, Subex Digital LLP earned a net income of RS.33 Lakhs and incurred a net loss of RS.598 Lakhs.

As at March 31, 2018 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, 2018, Subex Technologies Limited incurred a net loss of RS.4 Lakhs as against a net profit of RS.54 Lakhs last year. There are no business operations at present.

SUBEX AMERICAS INC.

For the year ended March 31, 2018, the standalone income of Subex Americas Inc. was RS.851 Lakhs as against RS.3,186 Lakhs last year, and net profit was RS.6,264 Lakhs as against a profit of RS.3,012 Lakhs last year.

Subex Azure Holding Inc. is a wholly owned subsidiary of Subex Americas Inc. There were no transactions during the year under review.

As on March 31, 2018, Subex Limited holds 100 common shares (92.59%) in the capital of Subex Americas Inc. and Subex (UK) Limited holds 8 common shares (7.41%) in the capital of Subex Americas Inc.

8. FINANCE

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB’s)

The details of the FCCB’s of the Company are summarized below :

(amount in US$ million)

Particulars	US$ 180,000,000 2.00% coupon convertible bonds “FCCB I”	US$ 98,700,000 5.00% convertible unsecured bonds “FCCB II”	US$ 127,721,000 5.70% secured convertible bonds “FCCB III”
Issue of FCCB I on March 08, 2007	180.00	-	-
Restructuring of bonds during 2009-10	(141.00)	141.00	-
Discount @ 30%	-	(42.30)	-
Balance as on November 02, 2009	39.00	98.70	-
Conversion to equity in 2009-10 and 2010-11	-	(43.90)	-
Balance March 31, 2011	39.00	54.80	-
Restructuring of bonds during 2012-13	(38.00)	(53.40)	91.40
Premium	-	-	36.32
Balance on July 06, 2012	1.00	1.40	127.72
Mandatory conversion to equity shares on July 17, 2012	-	-	(36.32)
Balance after mandatory conversion	1.00	1.40	91.40
Conversion to equity up to March 31, 2016	-	-	(86.85)
Balance as on March 31, 2016	1.00	1.40	4.55
Conversion during 2016-17	-	-	(0.95)
Redemption on March 06, 2017	(1.00)	(1.40)	-
Balance as on March 31, 2017	-	-	3.60
Redemption on July 07, 2017	-	-	(3.60)
Balance as on March 31, 2018	Nil	Nil	Nil

As on March 31, 2018, the Company did not have any outstanding FCCB’s.

9. DEPOSITS

Your Company has not accepted any deposits from the public.

10. EMPLOYEE STOCK OPTION SCHEMES

Details of the Company’s Employee Stock Option Plans are given below:

a. EMPLOYEE STOCK OPTION PLAN-2005 (ESOP-III)

Under this scheme, an initial corpus of 5,00,000 options was created for grant to the eligible employees, with each option convertible into one fully paid-up equity share of RS.10/-. This scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The corpus of the scheme was further enhanced by 15,00,000 options during the financial year 2007-08. The Company has obtained the requisite in-principle approvals from the stock exchanges for the listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee granted options to the eligible employees in accordance with the provisions of the scheme. The options were granted at a price, which was not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there was highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and could be exercised over a period of 3 years from the date of vesting.

The tenure for grant of stock options under ESOP 2005 scheme has expired in 2015 and the Company is only administering the outstanding stock options issued under the scheme.

b. EMPLOYEE STOCK OPTION PLAN-2008 (ESOP-IV)

During 2008-09, your Company instituted the Employee Stock Option Plan-2008. A corpus of 20,00,000 options were created for grant to the eligible employees under the scheme. The Scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Company has obtained the requisite in-principle approvals from the stock exchanges for the listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee granted options to the eligible employees in accordance with the provisions of the scheme. The options were granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there was highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

As on March 31, 2018, there are no outstanding options under the ESOP 2008 Scheme.

Additional information regarding the employee stock options as at March 31, 2018 is given in “Annexure A” to this report.

11. PARTICULARS OF GUARANTEES UNDER SECTION 186

Details of guarantees covered under Section 186 of the Companies Act 2013, are given in note number 35 (b) (iv) of the Standalone Financial Statements.

12. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

Mr. Ashwin Chalapathy, Non-Independent, Non-Executive Director, resigned from the Board with effect from May 04, 2018.

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 sustainable 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 and customers 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 in the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended from time to time. The Auditor’s certificate on compliance with respect to the same is annexed herewith in “Annexure B”. In addition, it has documented its internal policies in line with the Corporate Governance guidelines. The Management Discussion & Analysis of the financial position of the Company has been provided as a part of this report.

14. DIRECTORS

As per Section 152 of the Companies Act, 2013, at least two-third of the Directors shall be subject to retirement by rotation. One-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring Director is eligible for re-election. Accordingly, Mr. Vinod Kumar Padmanabhan, retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

The Board at its meeting held on May 25, 2017 appointed Mr. Anil Singhvi, Independent Director, as the Chairman of the Company.

Mr. Vinod Kumar Padmanabhan, Chief Operating Officer of the Company and Mr. Ashwin Chalapathy, Chief Technology Officer and Head of Service Delivery of the Company were appointed as Additional Directors and Whole-Time Directors at the same meeting. The shareholders approved the appointments of Mr. Vinod Kumar Padmanabhan and Mr. Ashwin Chalapathy, at the 23 ^rd Annual General Meeting of the Company held on July 28, 2017.

Pursuant to the restructuring of the business of the Company, the Revenue Maximisation Solutions business was contributed to Subex Assurance LLP and the Subex Secure and Analytics solutions and related businesses was contributed to Subex Digital LLP Consequent to such business restructuring Mr. Vinod Kumar Padmanabhan and Mr. Ashwin Chalapathy were appointed in Subex Assurance LLP and they continued as Non- Executive and

Non-Independent Directors on the Board of the Company with effect from November 01, 2017, being the effective date of such business restructuring.

Mr. Surjeet Singh was re-appointed as the Managing Director & CEO of the Company at the Board Meeting held on October 04, 2017 for the period from October 05, 2017 to March 31, 2018. The said reappointment is being placed before the Members of the Company at the ensuing Annual General Meeting for their approval.

The Board at its meeting held on March 21, 2018, took note, that pursuant to the terms of the employment agreement of Mr. Surjeet Singh with the Company, his tenure as Managing Director & CEO of the Company concluded on March 31, 2018.

In view of the conclusion of tenure of Mr. Surjeet Singh as the Managing Director & CEO of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on March 21, 2018, appointed Mr. Vinod Kumar Padmanabhan as the Managing Director & CEO of the Company effective from April 01, 2018, for a tenure of three years. The said appointment is being placed before the Members of the Company at the ensuing Annual General Meeting for their approval.

Mr. Ashwin Chalapathy, Non-Independent, Non-Executive Director, resigned from the Board with effect from May 04, 2018.

The details regarding the familiarization program for Independent Directors is available on the website of your Company under the link https://www.subex.com/shareholder-services/.

15. BOARD MEETINGS

During the year, 10 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 Board meeting number and the dates on which the meetings were held are as follows:

Board Meeting Number	Date of Meeting
1/2017-18	May 25, 2017
2/2017-18	May 25, 2017
3/2017-18	June 05, 2017
4/2017-18	July 28, 2017
5/2017-18	August 21, 2017
6/2017-18	October 04, 2017
7/2017-18	November 10, 2017
8/2017-18	December 21, 2017
9/2017-18	January 29, 2018
10/2017-18	March 21, 2018

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

16. 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 January 29, 2018 carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

The Policy on Appointment of Directors and the Remuneration Policy of the Company forms a part of this report in “Annexure F”. and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration in “Annexure H”.

18. AUDIT COMMITTEE

As on March 31, 2018, the Audit Committee had 4 Directors as its members viz. Mr. Anil Singhvi, Chairman, Ms. Nisha Dutt, Independent Director, Ms. Poornima Prabhu, Independent Director and Mr. Surjeet Singh, Managing Director & CEO. The role, terms of reference, the 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. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

Mr. Surjeet Singh ceased to be the member of the Audit Committee as on March 31, 2018. Mr. Vinod Kumar Padmanabhan has been appointed as a member of the Committee with effect from April 01, 2018.

19. AUDITORS

STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bengaluru (Firm Registration Number 101049W/E300004), the Statutory Auditors of the Company were appointed for a term of 5 years at the AGM held on June 19, 2015.

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 report of the Secretarial Audit is annexed herewith in “Annexure C”.

The Secretarial Auditors have in their report for the financial year 2017-18 mentioned that while the Company has appointed an Acting Company Secretary, the same does not comply with the provisions of Section 203 (4) of the Companies Act, 2013 wherein the Company is required to appoint a Company Secretary as whole time Key Managerial Person. The Board have noted the same and takes this opportunity to assure the Members and other stakeholders of the Company that it is looking out for a suitable candidate for the position of Company Secretary and till such time Mr. Arjun Makhecha, a member of the Institute of Company Secretaries of India would continue as the Acting Company Secretary of the Company.

20. PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed hereto in “Annexure D”.

21. 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 scarce resources and minimize waste.

As a software product Company, the impact that Subex has on the environment from its own operations is relatively low when compared to companies in other industries. However, Subex recognizes that it still has a role to play in reducing the impact that global business has on the environment. Subex is committed and targets towards 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 invested amount in few months, ensuing continued savings through this initiative.

Suppliers delivering the products to Subex with regard to 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 water and energy reduction in waste along with an increase in amount of waste that is recycled/ reused etc.

iii. Increasing the awareness on environment safety and engagement of employees.

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 of environmental laws and regulations.

22. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Your Company has a strong Research & Development Division responsible for developing technologies for its products in the telecom domain. The telecommunications domain, in which your Company operates, is subject to rapid technological changes, introduction of new services and intense competition. Your Company has developed inherent skills to keep pace with these changes. Since software products are the significant line of business of your Company, the Company incurs expenditure on product related Research & Development on a continuous basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.

23. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

During the year 2017-18 total foreign exchange earnings and expenditure is as follows:

i) Foreign Exchange earnings RS.16,240 Lakhs (Previous Year RS.29,930 Lakhs)

ii) Foreign Exchange expenditure RS.9,592 Lakhs (Previous Year RS.18,231 Lakhs)

Note: The foreign exchange expenditure is inclusive of the interCompany charges and the Previous Year’s figures have been restated accordingly.

24. CORPORATE SOCIAL RESPONSIBILITY

To enable the Company to take required measures to make a meaningful contribution to society and other stakeholders, it has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors.

Composition	Category
Mr. Anil Singhvi (Chairman)	Independent Director
Mr. Surjeet Singh	Managing Director & CEO
Ms. Nisha Dutt	Independent Director

Mr. Surjeet Singh ceased to be the member of the Committee as on March 31, 2018.

Mr. Vinod Kumar Padmanabhan has been appointed as a member of the Committee with effect from April 01, 2018.

Pursuant to the CSR Policy adopted by the Board, the Company proposes to undertake such activities as may be useful and contributive in nature.

SUBEX CHARITABLE TRUST

Subex Charitable Trust (SCT) extends the outlook of Subex as a corporate entity into community service. SCT was set up to provide for welfare activities for the under privileged and the needy in the society. SCT is managed by trustees elected amongst the employees of the Company. During the year, it has provided active support for the education of economically challenged meritorious students as part of the Nurture Merit Programme, conducted blood and stem donation camps, donated clothes and other essentials to Government schools. SCT has tied up with the Prerana Resource Centre for providing Vocational Training to visually impaired and disabled orphan teenage girls. As part of this program, 25 blind and disabled girls were provided vocational training and employment and 22 of them have been successfully attained jobs across various industries. A gist of activities undertaken by the Trust has been provided as a separate section in this Annual Report in “Annexure I “

25. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed and 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 department wise such as financial risks, information technology related risks, legal risks, accounting fraud, 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.

26. HUMAN RESOURCE MANAGEMENT

Detailed report on Human Resource management is given in the Management Discussion and Analysis section of the annual report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In accordance with the provision of Section 134(5) 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 identification of any material weakness in the Company. The Directors have in the Directors Responsibility Statement under paragraph (e) 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, reliable financial information. The Company has adopted accounting policies which are in line with Indian Accounting Standards(“Ind AS”).

Pursuant to the provisions of the Section 134(5)(f) of the Act, the Company during the year devised proper systems to ensure compliance with the provisions of all applicable laws. Each department of the organization ensured that it had complied with the applicable laws and furnished its report to the Head of department who then along with the Chief Financial Officer discussed on the compliance status of the department. Any matter that required attention was immediately dealt with. The Chief Financial Officer reported to the Audit Committee and the Board on the overall compliance status of the Company. In effect, such compliance system was largely found to be adequate and operating effectively. The Directors have in the Directors Responsibility Statement under paragraph (f) also confirmed the same to this effect.

The Internal Auditors monitor and evaluate the efficacy and adequacy of 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 9001:2008 (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 a better customer experience. Summary of the audits are shared across organization to help understand strengths and weaknesses in the system. People involvement in organization process initiatives is one that approaches towards achieving better compliance, standardizing activities to consistently achieve better customer satisfaction.

This year, the emphasis was more towards information security including the privacy aspects of customer data where applicable. Focused effort on data privacy, align with customer’s strategy towards compliance to Global Data Privacy Regulations (GDPR). Information security practices is the base to implement privacy, organization and technological measures in terms of physical and logical access controls are built in to the system. Awareness to employees on the work environment and best practices are imparted through trainings periodically.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy to deal with instance of fraud 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/shareholder-services/. There were no complaints during the year 2017-18.

29. POLICY ON SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

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 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 has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has received one complaint of sexual harassment from a women employee of the Company. The matter was considered and resolved within the timelines stipulated under the said Act.

30. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149 (7) to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

31. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were 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 of transactions vis-a-vis the Company.

All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are 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, 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 into 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 uploaded on the Company’s website under the link https:// www.subex.com/shareholder-services/ Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC-2 is enclosed to this report in “Annexure G”.

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

There are no significant material orders passed the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

33. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith in “Annexure E”.

34. LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees for the year 201718 to the National Stock Exchange of India Ltd (‘NSE’) and BSE Ltd (‘BSE’) where the Company’s shares are listed.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors affirm:

a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and there are no 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 at March 31, 2018 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, 2018 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.

36. APPRECIATION/ACKNOWLEDGEMENTS

Your Directors thank the clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation for the co-operation and assistance provided by the Central and State Government authorities particularly SEZ authorities, Customs authorities, Registrar of Companies, Karnataka, the Income Tax department, Reserve Bank of India and various authorities under the Government of Karnataka.

Your Directors also wish to place on record their deep appreciation to Subexians at all levels for their hard work, solidarity, cooperation and support, as they are instrumental in your Company scaling new heights, year after year.

For Subex Limited

Vinod Kumar Padmanabhan Anil Singhvi

Managing Director & CEO Chairman & Independent Director

DIN 06563872 DIN 00239589

Place: Bengaluru, India

Date: May 04, 2018

---

Mar 31, 2017

The Directors have pleasure in presenting the 23^rd Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2017.

1. FINANCIAL RESULTS

Amount in RS,Lakhs

Particulars	Consolidated		Standalone
	2016-17	2015-16	2016-17	2015-16
Total Revenue	35,733.15	32,245.77	32,440.62	29,582.30
Other Income	1,091.03	116.46	1,038.24	41.84
Profit Before Interest, Exceptional Items & Taxes (EBIT)	9,505.50	6,399.03	5,451.37	4,764.98
Finance costs	2,040.08	6,151.60	1,505.47	5,101.63
Finance Income	62.55	66.19	215.46	254.38
Profit/(Loss) before Exceptional items & tax	7,527.97	313.62	4,161.36	(82.27)
Exceptional Items	(10,890.00)	(6,469.44)	(4,591.06)	(20,381.04)
Loss before tax	(3,362.03)	(6,155.82)	(429.70)	(20,463.31)
Tax expenses	960.84	1,273.07	253.80	534.38
Loss after tax	(4,322.87)	(7,428.89)	(683.50)	(20,997.69)
Other comprehensive income
(i) to be reclassified to profit or loss in subsequent periods	(1,343.39)	(1,828.23)	-	-
(ii) not to be reclassified to profit or loss in subsequent periods	(32.30)	(5.04)	(33.16)	(5.04)
Total comprehensive income for the year	(5,698.56)	(9,262.16)	(716.66)	(21,002.73)

2. RESULTS OF OPERATIONS

During the financial year ended March 31, 2017, the total revenue on a standalone basis was RS,32,440.62 Lakhs as against the revenue for the previous year which was RS,29,582.30 Lakhs. The Company has during the year under review incurred a loss of RS,683.50 Lakhs as against loss of RS,20,997.69 Lakhs in the previous year.

On a consolidated basis, the total revenue stood at RS,35,733.15 Lakhs as against RS,32,245.77 Lakhs during the previous year. The loss for the financial year 2016-17 is RS,4,322.87 Lakhs as against a loss of RS,7,428.89 Lakhs in the previous year.

With respect to the stand alone financials as at March 31, 2017, the Company had assessed the carrying value of its investment in its subsidiary viz., Subex Americas Inc., of RS,7,005.74 Lakhs (March 31, 2016: RS,12,495.74 Lakhs). Based on future operational plan, projected cash flows and valuation carried out by an external valuer, the Company has made an impairment provision of RS,6,070.00 Lakhs (March 31, 2016: RS,5,490.00 Lakhs) towards the carrying value of its investment in the said subsidiary. The management is of the view that, the carrying value of the aforesaid investment in in the said subsidiary of RS,935.74 Lakhs, as at March 31, 2017 is appropriate. Also, during the current year the Company has made provision for impairment of RS,100.00 Lakhs (March 31, 2016: HNil) towards the carrying value of its investment in Subex Technologies Limited.

As at March 31, 2017, the Company has assessed the carrying value of its investment in its wholly owned subsidiary viz., Subex (UK) Limited of RS,64,738.68 Lakhs. Considering the future operational plan, projected cash flows and the valuation carried out by an external valuer, the management is of the view that, the carrying value of its aforesaid investment in Subex (UK)

Limited as at March 31, 2017 is appropriate.

With respect to the consolidated financials as at March 31, 2017, the Company assessed the carrying value of goodwill relating to its investment in the subsidiary viz. Subex Americas Inc., amounting to RS,9,736.00 Lakhs (March 31, 2016: RS,18,606.00 Lakhs). Based on future operational plan, projected cash flows and valuation carried out by an external valuer, the Company has made an impairment provision of RS,6,010.00 Lakhs (March 31, 2016: RS,8,870.00 Lakhs) towards the carrying value of goodwill relating to its investment in the said subsidiary. The management is of the view that, the carrying value of goodwill relating to its investment in the said subsidiary of RS,3,726.00 Lakhs as at March 31, 2017 is appropriate.

As at March 31, 2017, the Company assessed the carrying value of goodwill relating to its investment in the subsidiary viz. Subex (UK) Limited amounting to RS,67,036.22 Lakhs (March 31, 2016: RS,67,036.22 Lakhs). Based on future operational plan, projected cash flows and valuation carried out by an external valuer, the Company has made an impairment provision of RS,4,880.00 Lakhs (March 31, 2016: HNil) towards the carrying value of goodwill relating to its investment in the said subsidiary. The management is of the view that, the carrying value of goodwill relating to its investment in the said subsidiary of RS,62,156.22 Lakhs as at March 31, 2017 is appropriate.

3. DIVIDEND

The Directors have not proposed any dividend to be paid for the financial year 2016-17.

4. SHARE CAPITAL

As at March 31, 2017 and as at the date of this report, the authorized, issued, subscribed and paid-up capital of the Company is as stated below:

Share Capital	As on April	Increase	As on March	Increase after	As on the date of the
	1, 2016	during the year	31, 2017	March 31, 2017	report-June 05, 2017
	(in H)		(in H)	(in H)	(in H)
Authorized
At the beginning of the year:
Equity Shares @ H10 each	5,450,400,000	Nil	5,450,400,000	430,000,000#	5,880,400,000
Preference Shares @ H98 each	19,600,000	Nil	19,600,000	Nil	19,600,000
Issued Equity Shares @ H10 each	5,028,116,460	40,962,9001	5,069,079,360	550,949,990#	5,620,029,350
Preference Shares @ H98 each	Nil	Nil	Nil	Nil	Nil
Subscribed Equity Shares @ H10 each	5,028,116,460	40,962,900*	5,069,079,360	550,949,990	5,620,029,350
Preference Shares @ H98 each	Nil	Nil	Nil	Nil	Nil
Fully Paid-up Equity Shares @ H10 each	5,028,116,460	40,962,900*	5,069,079,360	550,949,990	5,620,029,350
Preference Shares @ H98 each	Nil	Nil	Nil	Nil	Nil

To strengthen the long-term capital structure of the Company, 550,94,999 equity shares were allotted on a preferential basis to the following allotters on the 15^th of May, 2017. The allotment of shares was made at H14 each (including a premium of H4 per share).

Sl. No.	Investors	No. of shares
1.	QVT Singapore Fund Pte. Ltd	27,531,428
2.	Tonbridge (Mauritius) Limited	17,916,321
3.	Leeds (Mauritius) Limited	9,647,250
	Total	55,094,999

The shares were issued in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and rank pari passu with the existing shares of the company. The relevant date for determining the price was March 30, 2017.

Shareholders'' approval to the aforementioned matters were obtained through Postal Ballot, the voting period for which was open from March 30, 2017 to April 29, 2017. The special resolutions were passed with a requisite majority. As on the date of this report, application for listing has been made to the Stock Exchanges.

5. BUSINESS

Your Company is a leading global provider of Business and Operations Support Systems (B/OSS) that empowers communications service providers (CSPs) to achieve competitive advantage through Business and CAPEX Optimization - thereby enabling them to improve their operational efficiency to deliver enhanced service experiences to subscribers.

The Company pioneered the concept of a Revenue Operations Center (ROC®) - a centralized approach that sustains profitable growth and financial health through coordinated operational control-brings together business intelligence, domain knowledge and workflow support. Subex''s product portfolio powers the ROC with its best-in-class solutions such as revenue assurance, fraud management, asset assurance, capacity management, data integrity management, route optimization and partner settlement. Through its ROC Insights advanced analytics service, Subex provides actionable insights delivered through consumable storyboards, to help CSPs make the best use of their data. Subex also offers a scalable Managed Services program with 35 customers.

Subex has received numerous awards jointly with its customers. The recent awards include:

- Pipeline Innovation Award 2017 in the "Innovations in Managed Services" & in the "Innovations in Security & Assurance" category.

- Global Telecoms Business Innovation Award 2017 with STC, Saudi Arabia, under the "Enterprise Service Innovation" category.

- BSS & OSS Award 2016 with Telefonica Chile for "Best Fraud Prevention Project"

- Global Telecoms Business Innovation Award 2016 with BTC Botswana

- Pipeline Innovation Award 2016 in Security and Assurance.

- Telecoms Awards 2015 for "Advances in BSS/OSS category"

- Featured by Frost and Sullivan as one of the "10 companies to watch out for" in 2015

- Carriers World Award 2015 for best Security/Fraud solution.

- Global Telecoms Business Innovation Award 2015 with Mobily.

- Finance Transformation Best-In Class Financial Solutions Services, 2016 by CIMA

Subex''s customers include 39 of top 50 operators* and 7 of the world''s 10 largest# telecom companies worldwide. The Company has more than 300 installations across 90 countries *Telecom Operators 500, 2015 #The World''s Largest Telecom Companies 2015 - Forbes.

SEZ III

During the year, the Company has received the approval from SEZ authorities for setting up a new SEZ unit and is in the process of completing all the statutory formalities for commencing the operations from the new unit.

Further details on the business of the Company is provided in the Management Discussion and Analysis section of the Annual Report.

6. SUBSIDIARIES

SUBEX TECHNOLOGIES LIMITED

For the year ended March 31, 2017, Subex Technologies Limited earned a net profit of RS,54.44 Lakhs as against a net loss of RS,0.46 Lakhs last year.

SUBEX (UK) LIMITED

For the year ended March 31, 2017, the Standalone revenue of Subex (UK) Limited was RS,17,618.54 Lakhs as against RS,16,978.67 Lakhs last year, and the net profit was RS,1,858.90 Lakhs as against a net loss of RS,5,115.44 Lakhs last year.

Subex (Asia Pacific) Pte. Limited is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2017, the standalone revenue of Subex (Asia Pacific) Pte. Limited was RS,2,555.14 Lakhs as against RS,2,014.51 Lakhs last year, and the net profit was RS,892.01 Lakhs as against a net profit of RS,6.44 Lakhs last year.

Subex Inc.is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2017, the standalone revenue of Subex Inc. was RS,10,694.48 Lakhs as against RS,10,611.84 Lakhs last year, and the net profit was RS,116.78 lakhs as against a net loss of RS,109.09 Lakhs last year.

SUBEX AMERICAS INC.

For the year ended March 31, 2017, the standalone revenue of Subex Americas Inc. was RS,3,186.49 Lakhs as against RS,2,536.94 lakhs last year, and Net profit was RS,3,011.66 Lakhs as against a profit of RS,17,822.93 Lakhs last year.

7. FINANCE

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

During the year, the Company had the following outstanding FCCB''s:

(amount in US$ million)

Particulars	US$ 180,000,000 2.00% coupon convertible bonds "FCCB I"	US$ 98,700,000 5.00% convertible unsecured bonds "FCCB II"	US$ 127,721,000 5.70% secured convertible bonds "FCCB III"
Issue of FCCB I on 8 March 2007	180.00	-	-
Restructuring of bonds during 2009-10	(141.00)	141.00	-
Discount @ 30%	-	(42.30)	-
Balance as on 2 November 2009	39.00	98.70	-
Conversion to equity in 2009-10 and 2010-11	-	(43.90)	-
Balance on 31st March 2011	39.00	54.80	-
Restructuring of bonds during 2012-13	(38.00)	(53.40)	91.40
Premium	-	-	36.32
Balance on 6th July 2012	1.00	1.40	127.72
Mandatory conversion to equity shares on July 17, 2012	-	-	(36.32)
Balance after mandatory conversion	1.00	1.40	91.40
Conversion to equity upto 31st March 2016	-	-	(86.85)
Balance as on 31 March 2016	1.00	1.40	4.55
Conversion during 2016-17	-	-	(0.95)
Redemption on 6 March 2017	(1.00)	(1.40)	-
Balance as on 31 March 2017	-	-	3.60

Subex Azure Holdings Inc., is a wholly owned subsidiary of Subex Americas Inc. There were no transactions during the year under review.

As on March 31, 2017, Subex Limited holds 100 common shares (92.59%) in the capital of Subex Americas Inc. and Subex (UK) Limited holds 8 common shares (7.41%) in the capital of Subex Americas Inc.

SUBEX MIDDLE EAST (FZE)

For the year ended March 31, 2017, the standalone income of Subex Middle East (FZE) is RS,1,706.16 Lakhs as against RS,118.70 Lakhs last year and a profit of RS,35.36 Lakhs as against a profit of RS,12.07 lakhs last year.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public. EMPLOYEE STOCK OPTIONS SCHEMES

Your Company has introduced various Stock Option plans for its employees. Details of these are given below.

EMPLOYEE STOCK OPTION PLAN-2005 (ESOP-III)

Under this scheme, an initial corpus of 5,00,000 options was created for grant to the eligible employees, with each option convertible into one fully paid-up equity share of H10/-. This scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The corpus of the scheme was further enhanced by 15,00,000 options during the financial year 2007-08. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2016-17, 52,611 options were terminated under the ESOP 2005 Scheme.

The tenure for grant of stock options under ESOP 2005 scheme has expired and the Company is only administering the outstanding stock options issued under the scheme.

EMPLOYEE STOCK OPTION PLAN-2008 (ESOP-IV)

During 2008-09, your Company instituted the Employee Stock Option Plan-2008 vide approval of shareholders through the postal ballot mechanism. A corpus of 20,00,000 options has been created for grant to the eligible employees under the scheme. The Scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vests over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2016-17, 102,199 options were terminated under the ESOP 2008 Scheme.

Additional information regarding the employee stock options as at March 31, 2017 is given as "Annexure A" to this report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There are no Loans, Guarantees or Investments covered under Section 186 of the Companies Act 2013. Refer note 35(b)(iii) in standalone financial statements.

9. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

The Company allotted 550,94,999 equity shares at H14 each (face value H10 each) on a preferential basis to the following allottees on May 15, 2017, to strengthen the long-term capital structure of the Company.

Sl. No.	Investors	No. of shares
1.	QVT Singapore Fund Pte. Ltd	27,531,428
2.	Tonbridge (Mauritius) Limited	17,916,321
3.	Leeds (Mauritius) Limited	9,647,250
	Total	55,094,999

The shares were issued in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and rank pari- passu with the existing shares of the company.

With respect to the transactions of the subsidiaries of the Company, the loan of US$ 12 Million, (H7,782.00 Lakhs, Previous Year : H7,484.05 Lakhs) availed by Subex Americas Inc. and guaranteed by Subex (UK) Limited was repaid on May 15, 2017 to the respective lenders.

At the meeting of the Board of Subex Limited held on 25 May 2017, the Board decided to acquire the Data Integrity Management (''DIM''), Asset Assurance (''AA'') and Capacity Management (''CM'') software products owned by the Company''s subsidiary, Subex Americas Inc., ("SAI") (including all related intellectual property rights, know-how, rights, title and interest), for a consideration of US$ 9.4 million. The consideration amount is within the range specified by an independent valuer as the fair value of the software assets.

10. 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 sustainable corporate growth and long-term value creation for the stakeholders and protection of their interests. Your Company endeavors to meet the growing aspirations of all stakeholders including shareholders, employees and customers. Your Company is committed to maintaining the highest level of transparency, accountability and equity in its operations. Your Company 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 in the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended from time to time. The Auditor''s certificate on compliance with respect to the same is annexed herewith as "Annexure B". In addition, your Company has documented its internal policies in line with the Corporate Governance guidelines. The Management Discussion & Analysis of the financial position of the Company has been provided as a part of this report.

11. DIRECTORS

As per Section 152 of the Companies Act, 2013, at least two-third of the Directors shall be subject to retirement by rotation. One-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring Director is eligible for re-election. Accordingly, Mr. Surjeet Singh retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

Mr. Surjeet Singh was re-appointed as the Managing Director & CEO of the Company at the Board Meeting held on August 9, 2016 for a period of one year from October 5, 2016 to October 4, 2017. In accordance with the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013, the said re-appointment as Managing Director & CEO was placed before the Members for their approval at the 22^nd Annual General Meeting conducted on September 12, 2016 for the year 2015-16.

Pursuant to the recommendations of the Nomination and

Remuneration Committee, the Board at its meeting held on March 24, 2017 appointed Ms. Poornima Prabhu as an Additional Independent Director for a tenure of five years subject to the approval of the shareholders at the 23 ^rd Annual General Meeting. Detailed profile of Ms. Poornima Prabhu is given in the Corporate Governance section of this report. The Company has received a notice from a shareholder proposing the appointment of Ms. Poornima Prabhu.

During the year, Mr. Sanjeev Aga and Ms. Priyanka Roy, Independent Directors, resigned from with Board with effect from October 27, 2016 and March 10, 2017 respectively.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on May 25, 2017 appointed Mr. Vinod Kumar Padmanabhan, Chief Operating Officer of the Company as an Additional Director and Whole-Time Director. He will hold office as an Additional Director up to the 23^rd Annual General Meeting of the Company. The Company has received a notice from a shareholder proposing the appointment of Mr. Vinod Kumar Padmanabhan as Director. His appointment as Whole-Time Director for a tenure of three years is subject to the approval of the shareholders at the ensuing 23^rd Annual General Meeting.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on May 25, 2017 appointed Mr. Ashwin Chalapathy, Chief Technology Officer and Head of Service Delivery of the Company as an Additional Director and Whole-Time Director. He will hold office as an Additional Director up to the 23^rd Annual General Meeting of the Company. The Company has received a notice from a shareholder proposing the appointment of Mr. Ashwin Chalapathy as Director. His appointment as Whole-Time Director for a tenure of three years is subject to the approval of the shareholders at the ensuing 23^rd Annual General Meeting.

The details regarding the familiarization program for Independent Directors is available on the website of your Company under the link http://www.subex.com/corporate-governancey

BOARD MEETINGS

During the year, 7 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:

1. May 24, 2016

2. August 09, 2016

3. September 12, 2016

4. November 10, 2016

5. December 06, 2016

6. February 03, 2017

7. March 24, 2017

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

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 February 03, 2017 carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

The Policy on Appointment of Directors and the Remuneration Policy of the Company forms a part of this report in "Annexure F". and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration as "Annexure H".

12. AUDIT COMMITTEE

The Audit Committee presently has 4 Directors as its members viz. Mr. Anil Singhvi, Chairman & Independent Director, Ms. Nisha Dutt, Independent Director, Ms. Poornima Prabhu, Independent Director and Mr. Surjeet Singh, Managing Director & CEO. The role, terms of reference, the 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. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

13. AUDITORS

STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Bangalore (Firm Registration Number 101049W/E300004), the Statutory Auditors of the Company were appointed for a term of 5 years in the AGM held on 19^th June 2015. The Board places they said proposal for the ratification of the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, for 201718 before the shareholders of the Company at the ensuing Annual General Meeting.

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 report of the Secretarial Audit is annexed herewith as "Annexure C". The Secretarial Auditors have given an unqualified report for the financial year 2016-17.

14. PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed hereto in "Annexure D".

15. CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment. Your Company constantly evaluates new technologies and invests to make its infrastructure more energy-efficient. Currently your Company uses CFL fittings and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

The organization consistently follows and implements some of the best practices impacting the environment. Initiatives are in place towards optimizing electricity consumption through a structured reduction in overall carbon foot print.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Your Company has a strong R&D Division responsible for developing technologies for its products in the telecom domain. The telecommunications domain, in which your Company operates, is subject to rapid technological changes, introduction of new services and intense competition. Your Company has developed inherent skills to keep pace with these changes. Since software products are the significant line of business of your Company, the Company incurs expenditure on product related Research & Development on a continuous basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year 2016-17 total foreign exchange inflow and outflow is as follows:

i) Foreign Exchange earnings RS,30,681.48 Lakhs (Previous Year RS,27,794.14 Lakhs)

ii) Foreign Exchange outgo RS,14,558.23 Lakhs (Previous Year RS,1 1,497.22 Lakhs)

Note: The foreign exchange outgo is inclusive of the intercompany charges and the Previous Year''s figures have been restated accordingly.

16. CORPORATE SOCIAL RESPONSIBILITY

To enable the Company to take required measures to make a meaningful contribution to society and other stakeholders it has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors

Composition Category

Mr. Anil Singhvi (Chairman) Independent Director

Mr. Surjeet Singh Managing Director & CEO

Ms. Nisha Dutt Independent Director

Pursuant to CSR Policy adopted by the Board, the Company proposes to undertake such activities as may be useful and contributive in nature

SUBEX CHARITABLE TRUST

Subex Charitable Trust (SCT) extends the outlook of Subex as a corporate entity into community service. SCT was set up to provide for welfare activities for under privileged and the needy in the society. SCT is managed by trustees elected amongst the employees of the Company. During the year, it has provided active support for education of economically challenged meritorious students, conducted blood donation camps, donated clothes and toys to children, provided financial aid by way of payment of the water and electricity bills of a Centre which provides vocational training to destitute girls. SCT has tied up with Prerana Resource Centre for providing Vocational Training to visually impaired and disabled orphan teenage girls. The total budget for this 1 year long program is H3,60,000. As part of this program, 25 blind and disabled girls are provided vocational training and employment. A gist of activities undertaken by the Trust has been provided as a separate section in this Annual Report as "Annexure I ".

17. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risk which might impact the operations and on a more serious level also threaten the existence of the Company. Risks are assessed department wise such as financial risks, information technology related risks, legal risks, accounting fraud, 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.

18. HUMAN RESOURCE MANAGEMENT

Detailed report on Human Resource management is given in the Management Discussion and Analysis section of the annual report.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In accordance with the provision of Section 134(5) of the Companies Act, 2013, and as per the provisions of the SEBI (LODR), Regulations, 2015, the Company has in consultation with a reputed independent consultancy firm that specializes in advising corporates on internal financial controls, strengthened the existing financial controls of the Company.

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 identification of any material weakness in the Company. The Directors have in the Directors Responsibility Statement under paragraph (e) 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, reliable financial information. The Company has adopted accounting policies which are in line with Indian Accounting Standards ("IndAS").

Pursuant to the provisions of the Section 134(5)(f) of the Act, the Company during the year devised proper systems to ensure compliance with the provisions of all applicable laws. Each department of the organization ensured that it had complied with the applicable laws and furnished its report to the Head of department who then along with the Company Secretary discussed on the compliance status of the department. Any matter that required attention was immediately dealt with. The Company Secretary reported to the Audit Committee and the Board on the overall compliance status of the Company. In effect, such compliance system was largely found to be adequate and operating effectively. The Directors have in the Directors Responsibility Statement under paragraph (f) also confirmed the same to this effect.

The Internal Auditors monitor and evaluate the efficacy and adequacy of 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 has been certified for ISO 9001:2008 (Quality Management System) and ISO 27001:2013 (Information Security Management System). The Company being in the IT space conducts internal audits of Information Security, Quality Management System twice a year covering projects and functional groups. Internal audits of such nature are conducted across all locations of Bangalore, UK and the US regions. A consolidated summary is prepared and strengths and weakness across projects, functional groups is shared with all audited. Reports are shared to the audited to identify corrective and preventive actions. The corrective and preventive actions are reviewed by the internal auditors and closed based on the adequacy of evidences provided by the audited.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy to deal with instance of fraud 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 http://www.subex.com/corporate-governance/. There were no complaints during the year 2016-17.

21. POLICY ON SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

22. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149 (7) to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

23. RELATED PARTY TRANSACTIONS

All Related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit committee is obtained for transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis.

The Company has entered into sub-contracting arrangement with its subsidiaries, based on transfer pricing methodology, for development and enhancement of RMS products as well as marketing of its products by the subsidiaries across locations. The Company also has simultaneously entered into 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 uploaded on the Company''s website under the link http://www.subex.com/corporate-governance.

None of the Directors has any pecuniary relationships of transactions vis-a-vis the Company.

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 is enclosed to this report in "Annexure G".

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

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E".

26. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to the National Stock Exchange of India Ltd (''NSE'') and BSE Ltd (''BSE'') where the Company''s shares are listed.

27. 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, 2017, the applicable accounting standards had 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 at March 31, 2017 and of the profit/ loss 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 provision 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, 2017 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.

29. APPRECIATION/ACKNOWLEDGEMENTS

Your Directors thank the clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation for the co-operation and assistance provided by the Central and State Government authorities particularly SEZ authorities, Customs and Central Excise authorities, Registrar of Companies, Karnataka, the Income Tax department, Reserve Bank of India and various authorities under the Government of Karnataka.

Your Directors also wish to place on record their deep appreciation to Subexians at all levels for their hard work, solidarity, cooperation and support, as they are instrumental in your Company scaling new heights, year after year.

For Subex Limited

Surjeet Singh Anil Singhvi

Managing Director & CEO Chairman & Independent Director

DIN : 05278780 DIN:00239589

Place: California, USA Place: Mumbai, India

Date: June 5, 2017 Date: June 5, 2017

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report the Company on the business and operations together with the audited results for the year ended March 31,2015.

FINANCIAL RESULTS Amount in RS. Lakhs

Continuing Operations consolidated standalone

2014-15 2013-14 2014-15 2013-14

Total Revenue 35,983.31 34,005.16 30,567.57 29,366.59

Profit/(Loss) Before 8,489.42 6,771.84 2,467.13 4,377.98 Interest, Depreciation, Exceptional Items & Taxes

Interest, Depreciation 6,506.03 6,953.70 5,430.02 5,990.14 & Amortization

Other Income 90.20 444.12 277.79 302.89

Profit/(Loss) before 2,073.59 262.26 (2,685.10) (1,309.27) Exceptional items & tax Exceptional Items - - - 1,497.04

Profit/(Loss) before 2,073.59 262.26 (2,685.10) (2,806.31) tax

Provision for taxes 572.34 936.38 154.91 146.57

Profit/(Loss) after 1,501.25 (674.12) (2,840.01) (2,952.88) tax

Discontinuing Operations:

Profit/(Loss) from (474.18) (478.71) - - discontinuing operations before tax

Tax expenses of (5.62) (8.44) - - discontinuing operations on ordinary activities attributable to discontinuing operations

Profit/(Loss) after tax (479.80) (487.15) - -

APPROPRIATIONS

Interim Dividend - - - - Preference Dividend

Dividend proposed - - - - on equity shares

Provision for tax - - - - on Dividends

Transfer to General - - - - Reserve

Surplus/(Deficit) 1,021.45 (1,161.27) (2,840.01) (2,952.88) carried to Balance Sheet

RESULTS OF OPERATIONS

During the financial year ended March 31,2015, the total revenue on a standalone basis was RS.30,567.57 Lakhs as against the revenue for the previous year which was RS.29,366.59 Lakhs. The Company has during the year under review incurred a loss of RS.2,840.01 Lakhs as against loss of RS.2,952.88 Lakhs in the previous year.

On a consolidated basis, the total revenue stood at RS.35,983.31 Lakhs as against RS.34,005.16 Lakhs during the previous year. The profit for the financial year 2014-15 was RS. 1,021.45 Lakhs as against loss of RS. 1,161.27 Lakhs in the previous year.

DIVIDEND

The Directors have not proposed any dividend to be paid for the financial year 2014-15.

During the year, the Company has transferred an amount of RS. 1,30,630 pertaining to the unclaimed final dividend of financial year 2006-07 to the Investor Education and Protection Fund as the same were lying unclaimed for a period of 7 years.

SHARE CAPITAL

As at March 31,2015, the authorised share capital of the Company was RS.497,00,00,000 (Rupees Four Hundred and Ninety Seven Crores only) divided into 49,50,40,000 (Forty Nine Crores Fifty Lakhs and Forty Thousand only) equity shares of RS.10 (Rupees Ten only) each and 2,00,000 (Two Lakhs only) preference shares of RS.98 (Rupees Ninety Eight only) each.

As at March 31, 2015, the paid-up share capital of the Company stood at RS.182,92,25,750 (Rupees One Hundred Eighty Two Crores Ninety Two Lakhs Twenty Five Thousand Seven Hundred and Fifty only) consisting of 18,29,22,575 (Eighteen Crores Twenty Nine Lakhs Twenty Two Thousand Five Hundred Seventy Five) equity shares of RS. 10/- each.

BUSINESS

Your Company is a leading global provider of Business and Operations Support Systems (B/OSS) that empowers communications service providers (CSPs) to achieve competitive advantage through Business and CAPEX Optimisation - thereby enabling them to improve their operational efficiency to deliver enhanced service experiences to subscribers.

The company pioneered the concept of a Revenue Operations Center (ROC®) - a centralized approach that sustains profitable growth and financial health through coordinated operational control. Subex''s product portfolio powers the ROC and its best-inclass solutions such as revenue assurance, fraud management, asset assurance, capacity management, data integrity management, credit risk management, cost management, route optimization and partner settlement. Subex also offers a scalable Managed Services program with 30 customers.

Subex has been awarded the Global Market Share Leader in Financial Assurance 2012 by Frost & Sullivan and has been the winner of Pipeline Innovation Award 2013 in Business Intelligence & Analytics; Capacity Magazine Best Product/ Service 2013. Subex has continued to innovate with customers and have been jointly awarded the Global Telecoms Business Innovation Award 2014 along with Telstra Global; in 2012 with Idea Cellular for Managed Services and in 2011 with Swisscom for Fraud Management.

Subex''s customers include 29 of top 50 operators* and 33 of the world''s 50 biggest# telecommunications service providers worldwide. The company has more than 300 installations across 70 countries (*Total Telecom Top 500 Telecom Brands, 2013 and #Forbes'' Global 2000 list, 2014).

Further details on the business of the Company is provided in the Management Discussion and Analysis section of the annual report.

SUBSIDIARIES

SUBEX TECHNOLOGIES LIMITED

For the year ended March 31, 2015, Subex Technologies Limited earned a net gain of RS.3.67 Lakhs as against a net loss of RS.403.59 Lakhs last year.

Certificate of Dissolution of Subex Technologies Inc was received during year.

SUBEX (UK) LIMITED

For the year ended March 31, 2015, the consolidated income of Subex (UK) Limited was RS.30,519.87 Lakhs as against RS.32,380.87 Lakhs last year, and the net profit was RS. 1,759.89 Lakhs as against a net profit of RS. 714.59 Lakhs last year.

Subex (Asia Pacific) Pte Limited and Subex Inc are direct subsidiaries of Subex (UK) Limited.

SUBEX AMERICAS INC

For the year ended March 31, 2015, the consolidated income of Subex Americas Inc was RS.3,894.88 Lakhs as against RS.2,812.88 Lakhs last year, and Net Profit was RS.1,499.32 Lakhs as against a profit of RS.66.74 Lakhs last year.

Subex Azure Holding Inc., is a wholly owned subsidiary of Subex Americas Inc. There were no transactions during the year under review.

SUBEX MIDDLE EAST (FZE)

The Company has received a trade license for Subex Middle East (FZE). Operations of this company will commence during the year 2015-16.

FINANCE

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

As on March 31, 2015, the Company had outstanding FCCBs aggregating to US$ 1,000,000 under its US$ 180,000,000 2% Convertible Unsecured bonds ("FCCBs I") and US$ 1,400,000 under its US$ 98,700,000 5% Convertible Unsecured Bonds ("FCCBs II"). In July 2012, pursuant to the exchange offer of FCCBs I and FCCBs II, the Company issued US$127,721,000 5.70% Secured Convertible bonds with a maturity period due July 2017 ("FCCBs III"). Principal amount of US$ 36,321,000 were mandatorily converted during 2012-13 and US$ 3,250,000 and US$ 6,620,000 were subsequently converted into equity shares during 2012-13 and 2014-15 respectively. Pursuant to the mandatory and subsequent conversions held in 2014-15 and previous years, US$ 81,530,000 is currently outstanding under FCCBs III as on March 31,2015.

The maturity period of un-exchanged FCCB I worth US$ 1,000,000 and the un-exchanged FCCB II worth US$ 1,400,000 was extended to March 2017.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

EMPLOYEE STOCK OPTIONS SCHEMES

Your Company has introduced various Stock Option plans for its employees. Details of these are given below.

EMPLOYEE STOCK OPTION PLAN-1999 (ESOP-I)

This scheme was instituted during 1999 and managed by Subex Foundation with a corpus of 1,20,000 equity shares initially. Since the scheme was formulated prior to the promulgation of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has discontinued the scheme.

EMPLOYEE STOCK OPTION PLAN-2000 (ESOP-II)

During 1999-2000, your Company established the Employee Stock Option Plan 2000, under which options have been allocated for grant to the employees of the Company and its subsidiaries. The Company has obtained in-principle approval for listing up to a maximum of 8,83,750 equity shares to be allotted pursuant to exercise of options granted under the scheme. This scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

In accordance with the scheme, a Compensation Committee has been formed, which grants options to the eligible employees. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2000 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

During the year 2011-12, the employees voluntarily surrendered 2,41,012 stock options under ESOP 2000 scheme. Also, the company issued equivalent stock options to the aforesaid eligible employees under ESOP 2005 and ESOP 2008 scheme.

The tenure for grant of stock options under ESOP 2000 scheme has expired and the Company is only administering the outstanding stock options issued under the scheme.

EMPLOYEE STOCK OPTION PLAN-2005 (ESOP-III)

Under this scheme, an initial corpus of 5,00,000 options was created for grant to the eligible employees, with each option convertible into one fully paid-up equity share of RS.10/-. This scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The corpus of the scheme was further enhanced by 15,00,000 options during the financial year 2007-08. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2005 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

During the year 2011-12, the employees voluntarily surrendered 9,64,969 stock options under ESOP 2005 scheme. Also, the company issued equivalent stock options to the aforesaid eligible employees under ESOP 2005 scheme.

EMPLOYEE STOCK OPTION PLAN-2008 (ESOP-IV)

During 2008-09, your Company instituted the Employee Stock Option Plan-2008 vide approval of shareholders through the postal ballot mechanism. A corpus of 20,00,000 options has been created for grant to the eligible employees under the scheme. The Scheme was formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vests over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2011-12, the employees voluntarily surrendered 10,19,583 stock options under ESOP 2008 scheme. Also, the company issued equivalent stock options to the aforesaid eligible employees under ESOP 2008 scheme.

Additional information regarding the employee stock options as at March 31, 2015 is given as "Annexure A" to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees or Investments covered under section 186 of the Companies Act 2013, are given in the notes to the Financial Statements.

The Company has received a trade license for Subex Middle East (FZE). Operations of this company will commence during the year 2015-16. It is proposed to invest in the capital of this subsidiary during the financial year 2015-16 upto an amount of AED 1,50,000.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

Principal amount of US$ 5,000,000 under the Company''s U.S$ 127,721,000 5.70% Secured Convertible bonds with a maturity period due July 2017 ("FCCBs III") were converted between the end of the Financial year March 31, 2015 and the date of this report. As such principal amount of US$ 76,530,000 of FCCB III are outstanding as on the date of this report.

The Board at its meeting held on May 14, 2015 approved the reset of conversion price of the FCCB III which are convertible into equity shares of the Company, from RS. 22.79 to RS.13.00 per share. As a result of the reset of conversion price and subject to necessary approvals, the said outstanding bonds of face value US $ 76.53 million would potentially be converted into 32,99,88,530 shares at an exchange rate of RS.56.05 and conjoint to that it is proposed to increase the authorized share capital from RS.497,00,00,000 (Rupees Four Hundred and Ninety Seven Crores only) to RS.547,00,00,000 (Rupees Five Hundred and Forty Seven Crores only).

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 sustainable corporate growth and long-term value creation for the stakeholders and protection of their interests. Your Company endeavors to meet the growing aspirations of all stakeholders including shareholders, employees and customers. Your Company is committed to maintaining the highest level of transparency, accountability and equity in its operations. Your Company always strives to follow the path of good governance through a broad framework of various processes.

Your Company has complied with all the requirements as per Clause 49 of the listing agreement of the Stock Exchanges, as amended from time to time. The Auditor''s certificate on compliance with Clause 49 is included in the section on Corporate Governance in this Annual Report. In addition, your Company has documented its internal policies in line with the Corporate Governance guidelines. The Management Discussion & Analysis of the financial position of the Company has been provided as a part of this report.

DIRECTORS

As per Article 87 of the Articles of Association of the Company read with the provisions of section 152 of the Companies Act, 2013, atleast two-third of the Directors shall be subject to retirement by rotation. One-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring director is eligible for re-election. Accordingly, Mr. Surjeet Singh retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

Mr. Surjeet Singh was re-appointed as the Managing Director & CEO of the Company at the Board Meeting held on August 14, 2014 for a period of one year from October 5, 2014 to October 4, 2015. In accordance with the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013, the said re-appointment as Managing Director & CEO is being placed before the Members for their approval at the ensuing AGM.

Pursuant to the provisions of section 149 of the Companies Act, 2013 your Company has received a notice from a shareholder of the Company proposing the re-appointment of Mr. Anil Singhvi as an independent director of the Company to hold office for a term of 5 years. Similarly your Company has also received a notice from a shareholder proposing the re-appointment of Mr. Sanjeev Aga as an independent director to hold office for a period of 5 years. The said proposals are being placed before the shareholders at the ensuing Annual General Meeting which would need to be passed by means of special resolutions.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on March 26, 2015 appointed Ms. Nisha Dutt as an additional Independent Director for a tenure of five years subject to the approval of the shareholders at the 21st Annual General Meeting. Detailed profile of Ms. Nisha Dutt is given in the Corporate Governance section of this report.

Mr. Subash Menon founded the Company in 1992 and has been its Chief Executive Officer and Managing Director upto September 2012. Under his stewardship, Subex has transformed from a systems integrator in the telecom hardware space to a major player in the telecom software space with a focus in revenue maximisation. Mr. Subash Menon had charted the Company''s growth to a global thought leader in the telecom software space with the successful launch of several products and with over 180 customers across more than 70 countries across 6 continents. The Board recognizes his contribution towards the Company.

Mr. Subash Menon has continuously been absent from attending Board Meetings since October 2012 to May 14, 2015. The company has held 14 Board Meetings during this period and he remaind absent during all those meetings. He vacated his office of directorship under the provisions of section 167(1)(b) of the Companies Act, 2013 with effect from May 14, 2015.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the link http://www.subex.com/corporate-governance/.

BOARD MEETINGS

During the year, 5 Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013. The dates on which meetings were held are as follows:

1. May 29, 2014

2. August 14, 2014

3. November 12, 2014

4. February 03, 2015

5. March 26, 2015

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Board at its meeting held on February 3, 2015 carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY OF THE COMPANY

The Policy on Appointment of Directors and the Remuneration Policy of the Company forms a part of this report in Annexure - E. and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration as Annexure - G

AUDIT COMMITTEE

The Audit Committee presently has 3 Directors as its members viz. Mr. Anil Singhvi, Chairman, Mr. Sanjeev Aga and Mr. Surjeet Singh. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE MEETINGS

4 (Four) meetings of the Audit Committee of the Board were held during the financial year 2014-15. The dates on which meetings were held are as follows:

1. May 29, 2014

2. August 11,2014

3. November 12, 2014

4. February 03, 2015

AUDITORS

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells (ICAI registration number 008072S), complete their term as the Statutory Auditors of the Company at the ensuing Annual General Meeting under the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014. The Auditors have given an unqualified Audit Report for the financial year 2014-15.

The Audit Committee have proposed the appointment of M/s S R Batliboi & Associates LLP, Chartered Accountants, Bengaluru (Firm Registration Number 101049W as the auditors of the Company to hold office from the conclusion of the 21st Annual General Meeting upto the conclusion of the 26th Annual General Meeting. The Company has received from the proposed auditor a certificate of satisfaction of the criteria provided under section 141 of the Act. As such the Board places the said proposal for appointment of M/s S R Batliboi & Associates LLP, Chartered Accountants before the shareholders of the Company.

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 report of the Secretarial Audit is annexed herewith as "Annexure B". The Secretarial Auditors have given an unqualified report for the financial year 2014-15.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed hereto in Annexure C.

CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment. Your Company constantly evaluates new technologies and invests to make its infrastructure more energy-efficient. Currently your Company uses CFL fittings and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION Your Company has a strong R&D Division responsible for developing technologies for its products in the telecom domain. The Company holds several patents for its technological innovations. The telecommunications domain, in which your Company operates, is subject to high level of obsolescence and rapid technological changes. Your Company has developed inherent skills to keep pace with these changes. Since software products are the significant line of business of your Company, the Company incurs expenses on product related Research & Development on a continuous basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has over the years shifted its focus from software services to software products. This has resulted in substantial foreign exchange earnings as compared to previous year. During the year 2014-15 total foreign exchange inflow and outflow is as follows:

i) Foreign Exchange earnings RS.26,710.06 Lakhs (Previous Year RS.27,867.41 Lakhs)

ii) Foreign Exchange outgo RS.15,429.51 Lakhs (Previous Year RS. 17,000.16 Lakhs)

Note: The foreign exchange outgo is inclusive of the inter company charges and the Previous Year''s figure have been restated accordingly.

CORPORATE SOCIAL RESPONSIBILITY

While it is not mandatory for your Company to constitute a CSR Committee as it does not satisfy the criteria mentioned in section 135 of the Act, the Board at its meeting held on August 14, 2014 has constituted a CSR Committee comprising of the following directors:

1. Mr. Anil Singhvi (Chairman)

2. Mr. Sanjeev Aga

3. Mr. Surjeet Singh

4. Mr. Karthikeyan Muthuswamy

Pursuant to CSR Policy adopted by the Board, the Company proposes to undertake such activities as may be useful and contributive in nature.

SUBEX CHARITABLE TRUST

Subex Charitable Trust (SCT) extends the outlook of Subex as a corporate entity into community service. SCT was set up to provide for welfare activities for under privileged and the needy in the society. SCT is managed by trustees elected amongst the employees of the Company. During the year, it has provided active support for education of economically challenged meritorious students, conducted blood and eye donation camp, donated clothes and toys to children, provided financial aid by way of payment of the water and electricity bills of a Centre which provides vocational training to destitute girls. A gist of activities undertaken by the Trust has been provided as a separate section in this Annual Report.

IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed and 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 department wise such as financial risks, information technology related risks, legal risks, accounting fraud etc. The Risk Management Committee assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Committee also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

HUMAN RESOURCE MANAGEMENT

Detailed report on Human Resource management is given in the Management Discussion and Analysis Report section of the annual report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Pursuant to the provisions of section 134(5)(e) of the Act, the Company has in consultation with a reputed independent consultancy firm that specializes in advising corporates on internal financial controls, strengthened the existing financial controls of the Company. Such internal financial controls were found to be adequate for a size of the company. Further, it is believed that the controls are largely operating effectively since there has not been any identification of any major material weakness in the company. The directors have in the Directors Responsibility Statement under paragraph (e) confirmed the same to this effect.

Pursuant to the provisions of the Section 134(5)(f) of the Act, the Company during the year devised proper systems to ensure compliance with the provisions of all applicable laws. Each department of the organization ensured that it had complied with the applicable laws and furnished its report to the Head of department who then along with the Company Secretary discussed on the compliance status of the department. Any matter that required attention was immediately dealt with. The Company Secretary reported to the Audit Committee and the Board on the overall compliance status of the Company. In effect, such compliance system were largely found to be adequate and operating effectively. The directors have in the Directors Responsibility Statement under paragraph (f) also confirmed the same to this effect.

The Internal Auditors monitor and evaluate the efficacy and adequacy of 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 Audit function, 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 has been certified for ISO 9001:2008 (Quality Management System) and ISO 27001:2013 (Information Security Management System). Your Company being in the IT space conducts internal audits of Information Systems twice a year covering projects and functional groups. Internal audits of such nature are conducted across all locations, Bangalore, UK and the US regions. A consolidated summary is prepared and, strengths and weakness across projects, functional groups is shared with all auditee. Reports are shared to the auditee to identify corrective and preventive actions. The corrective and preventive actions are reviewed by the internal auditors and closed based on the adequacy of evidences provided by the auditee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a vigil mechanism policy to deal with instance of fraud 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 is posted on the website of the Company under the link http://www.subex.com/corporate-governance/. There were no complaints during the year 2014-15.

DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained for transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review on a quarterly basis. The Company has developed a Related Party Transactions checklist, for identification and monitoring of such transactions.

The company entered into sub-contracting arrangement with its subsidiaries, based on transfer pricing methodology, for development and enhancement of RMS products as well as marketing of its products by the subsidiaries across locations. The company also had simultaneously entered into 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 uploaded on the Company''s website under the link http://www. subex.com/corporate-governance.

None of the Directors have any pecuniary relationships of transactions vis-a-vis the Company.

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 is enclosed to this report in Annexure F

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed before the Regulators/Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D".

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 to NSE and BSE where the Company''s shares are listed.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors affirm:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had 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 at March 31,2015 and of the loss 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 provision 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, 2015 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.

APPRECIATION/ACKNOWLEDGEMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation for the co-operation and assistance provided by the Central and State Government authorities particularly SEZ authorities, Customs and Central Excise authorities, Registrar of Companies, Karnataka, the Income Tax department, Reserve Bank of India and various authorities under the Government of Karnataka.

Your Directors also wish to place on record their deep appreciation to Subexians at all levels 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

Surjeet Singh Anil Singhvi Managing Director & CEO Director DIN:05278780 DIN: 00239589

Nisha Dutt Sanjeev Aga Director Director DIN: 06465957 DIN: 00022065

Mumbai, India May 14,2015

---

Mar 31, 2013

To The Members of Subex Limited

The Directors have pleasure in presenting the Nineteenth Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2013.

Financial Results

Rs.in Lakhs

Consolida Standalone 2012-13 2011-12 2012-13 2011-12

Total Revenue 33,147.10 48,878.97 26,677.95 33,902.66

Profit/(Loss) Before Interest, Depreciation, Exceptional Items 4,024.92 14,063.28 3,338.21 9,700.20 & Taxes

Interest, Depreciation & Amortization 5,636.77 5,064.79 5,131.07 4,404.15

Profit/(Loss) Before Exceptional Items & Tax (5,608.47) 3,519.07 (3,456.42) 203.65

Exceptional Items 3,996.62 5,479.42 1,663.56 5,092.40

Profit/(Loss) Before Tax (5,608.47) 3,519.07 (3,456.42) 203.65

Provision for Taxes 386.24 334.97 (36.05)

Profit/(Loss) After Tax (5,994.71) 3,184.10 (3,456.42) 239.70

APPROPRIATIONS

Interim Dividend

Preference Dividend

Dividend Proposed on Equity Shares

Provision for Tax on Dividends

Transfer to General Reserve

RESULTS OF OPERATIONS

During the financial year ended March 31, 2013, the total revenue on a consolidated basis was Rs. 33,147.10 Lakhs. The Company has during the year under review incurred a loss of Rs. 5,994.71 Lakhs as against profit of Rs. 3,184.10 Lakhs in the previous year.

On standalone basis, the total revenue stood at Rs. 26,677.95 Lakhs. The loss for the financial year 2012-13 was Rs. 3,456.42 Lakhs as against profit of Rs. 239.70 Lakhs in the previous year.

TTie Directors have not proposed any dividend to be paid for the financial year 2012-13.

BUSINESS

Your Company is a leading global provider of Business Support Systems (BSS) that empowers Communications Service Providers (CSPs) to achieve competitive advantage through Business Optimisation, thereby enabling them to improve their operational efficiency to deliver enhanced service experiences to subscribers. TTie Company pioneered the concept of a Revenue Operations Center (ROC®) - a centralized approach that sustains profitable growth and financial health through coordinated operational control. Subex''s product portfolio powers the ROC and it has best-in-class solutions such as revenue assurance, fraud management, credit risk management, partner settlement, route optimisation, cost management, asset assurance, data integrity management and capacity management.

TTie Company has been declared global market leader in Business Optimisation for CSPs for five years in a row by analyst firm Analysys Mason. Business Optimisation improve the revenues and profits of the CSPs through identification and elimination of leakages in their revenue chain and includes fraud, revenue assurance, partner management, analytics, cost management and credit risk management. Subex conceptualizes and develops software products at its facilities in Bangalore and is focused on the telecom business segment. Subex has sales and support offices in the United States, UK, UAE, India, Singapore and Australia.

Commoditization of the industry is the largest threat that telecom operators around the world are facing. This, coupled with the need to roll out new products and services at regular intervals, is proving to

be a tough combination for the operators. Subex is well positioned to address the needs of the telecom operators and help them to overcome these challenges. The Company''s pioneering platform, the Revenue Operations Centre (ROC®) brings together business intelligence, domain knowledge and workflow support. ROC acts as the underpinning solution on which telcos can build their processes to achieve several objectives like, lower cost, higher margin, higher revenue etc. Further, Subex offers Managed Services around its products which enable the operators to take advantage of our deep domain expertise to improve their operational efficiency.

SHARE CAPITAL

As at March 31, 2013, the authorised share capital of the Company was Rs. 4,97,00,00,000 (Rupees Four Hundred and Ninety Seven Crores only) divided into 49,50,40,000 (Forty Nine Crores Fifty Lakhs and Forty Thousand only) equity shares of Rs. 10 (Rupees Ten only) each and 2,00,000 (Two Lakhs only) preference shares of Rs. 98 (Rupees Ninety Eight only) each.

As at March 31, 2013, the paid-up share capital of the Company stood at Rs. 1,66,63,99,620/- (Rupees One Hundred Sixty Six Crores Sixty Three Lakhs Ninety Nine Thousand Six Hundred and Twenty only) consisting of 16,66,39,962 (Sixteen Crores Sixty Six Lakhs Thirty Nine Thousand Nine Hundred Sixty Two) equity shares of Rs. 10/- each.

SUBSIDIARIES

SUBEX TECHNOLOGIES LIMITED

For the year ended March 31, 2013, Subex Technologies Limited earned an income of Rs. 2,323.68 Lakhs, on a consolidated basis, as against Rs. 4,833.43 Lakhs last year and a net loss of Rs. 1,603.37 Lakhs as against a net profit of Rs. 49.30 Lakhs last year.

Pursuant to the demerger in 2007-08, Subex Technologies Inc became a direct subsidiary of Subex Technologies Limited.

SUBEX (UK) LIMITED

For the year ended March 31, 2013, the consolidated income of Subex (UK) Limited wasRs.32, 152.02 Lakhs as againstRs.38,095.30 Lakhs last year, and the net profit was Rs. 584.37 Lakhs as against a net profit of Rs. 3,357.06 Lakhs last year.

Subex (Asia Pacific) Pte Limited and Subex Inc are direct subsidiaries of Subex (UK) Limited.

SUBEX AMERICAS INC.

For the year ended March 31, 2013, the consolidated income of Subex Americas Inc was Rs. 2,728.40 Lakhs as against Rs. 9,119.03 Lakhs last year, and net loss was Rs. 1,516.72 Lakhs as against Rs. 462.03 Lakhs last year.

Subex Azure Holding Inc., is a wholly owned subsidiary of Subex Americas Inc. There were no transactions during the year under review.

COMPLIANCE UNDER SECTION 212

The Ministry of Corporate Affairs (MCA) has vide General Circular No: 2/2011 dated February 8, 2011 and General Circular No: 3/2011 dated February 21, 2011 granted a general exemption stating that the provisions of section 212 of the Companies Act, 1956 in relation to subsidiaries'' accounts shall not apply subject to compliance of certain conditions. In accordance with the said circulars, the Board of Directors of the Company has in its meeting held on May 21, 2013, given the consent for not attaching the balance sheet of the subsidiaries concerned alongwith the balance sheet of the Company However, financial information of the subsidiary companies, as required to be provided by the said circulars, are disclosed in Note 39 to the Consolidated Financial Statements. TTie Company will make available the annual accounts of the subsidiary companies and the related information to any investor of the Company who may be interested in obtaining the same. TTie annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company. TTie Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

As on March 31, 2013, the Company had outstanding FCCBs aggregating to US$ 1,000,000 under its US$ 180,000,000 2% Convertible Unsecured Bonds ("FCCBs I") and US$ 1,400,000 under its US$ 98,700,000 5% Convertible Unsecured Bonds ("FCCBs II"). In July 2012, pursuant to the exchange offer of FCCBs I and FCCBs II, the Company issued US$ 127,721,000 5.70% secured convertible bonds with a maturity period due July 2017 ("FCCBs III"). Principal amount of US$ 36,321,000 were mandatorily converted and US$ 3,250,000 million out of FCCBs III were subsequently converted into equity shares. Pursuant to the mandatory and subsequent conversions, US$ 88,150,000 is currently outstanding under FCCBs III.

TTie maturity period of the un-exchanged FCCBs I worth US$ 1,000,000 and the un-exchanged FCCBs II worth US$ 1,400,000 was extended to March 2017.

EMPLOYEE STOCK OPTIONS SCHEMES

Your Company has introduced various Stock Option plans for its employees. Details of these, including grants to Directors and Senior Management issued during the year are given below

EMPLOYEE STOCK OPTION PLAN-1999 (ESOP-I)

This scheme was instituted during 1999 and managed by Subex Foundation with a corpus of 1,20,000 equity shares initially. Since the scheme was formulated prior to the promulgation of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has discontinued the scheme.

EMPLOYEE STOCK OPTION PLAN-2000 (ESOP-II)

During 1999-2000, your Company established the Employee Stock Option Plan 2000, under which options have been allocated for grant to the employees of the Company and its subsidiaries. The Company has obtained in-principle approval for listing up to a maximum of 8,83,750 equity shares to be allotted pursuant to exercise of options granted under the scheme. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

In accordance with the scheme, a Compensation Committee has been formed, which grants options to the eligible employees. TTie options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2000 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

During the year 2011-12, the employees voluntarily surrendered 2,41,012 stock options under ESOP 2000 scheme. Also, the Company issued equivalent stock options to the aforesaid eligible employees under ESOP 2005 and ESOP 2008 scheme.

TTie tenure for grant of stock options under ESOP 2000 scheme has expired and the Company is only administering the outstanding stock options issued under the scheme.

EMPLOYEE STOCK OPTION PLAN-2005 (ESOP-III)

Under this scheme, an initial corpus of 5,00,000 options was created for grant to the eligible employees, with each option convertible into one fully paid-up equity share of Rs. 10/-. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The corpus of the scheme was further enhanced by 15,00,000 options during the financial year 2007-08. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2005 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

During the year 2011-12, the employees voluntarily surrendered 9,64,969 stock options under ESOP 2005 scheme. Also, the company issued equivalent stock options to the aforesaid eligible employees under ESOP 2005 scheme.

EMPLOYEE STOCK OPTION PLAN-2008 (ESOP-IV)

During 2008-09, your Company instituted the Employee Stock Option Plan-2008 vide approval of shareholders through the postal ballot mechanism. A corpus of 20,00,000 options has been created for grant to the eligible employees under the scheme. The Scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vests over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2011-12, the employees voluntarily surrendered 10,19,583 stock options under ESOP 2008 scheme. Also, the company issued equivalent stock options to the aforesaid eligible employees under ESOP 2008 scheme.

Additional information as at March 31, 2013 required to be disclosed as per Securities and Exchange Board of India (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 is given as Annexure I to this report.

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 sustainable corporate growth and long-term value creation for the stakeholders and protection of their interests. Your Company endeavors to meet the growing aspirations of all stakeholders including shareholders, employees and customers. Your Company is committed to maintaining the highest level of transparency, accountability and equity in its operations. Your Company always strives to follow the path of good governance through a broad framework of various processes.

Your Company has complied with all the requirements as per Clause 49 of the listing agreement of the Stock Exchanges, as amended from time to time. The Auditor''s certificate on compliance with Clause 49 is included in the section on Corporate Governance in this Annual Report. In addition, your Company has documented its internal policies in line with the Corporate Governance guidelines. The Management Discussion & Analysis on the financial position of the Company has been provided as a part of this report.

DIRECTORS

As per Article 87 of the Articles of Association of the Company read with section 255 and 256 of the Companies Act, 1956, atleast two-third of the Directors shall be subject to retirement by rotation. One-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring director is eligible for re-election. Accordingly, Mr. Anil Singhvi retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

On September 27, 2012, Mr. Subash Menon resigned from the office of Managing Director & CEO of the Company and he continues on the Board as a Non-Executive Director.

Mr. Surjeet Singh resigned as Nominee Director from the Board of the Company on October 5, 2012. Subsequently, at the Board of Directors meeting held on October 5, 2012, Mr. Surjeet Singh was appointed as an Additional Director and as Managing Director & CEO for a period of one year from October 5, 2012 to October 4, 2013. In accordance with the provisions of sections 198, 269, 309 read with Schedule XIII and other applicable provisions of the Companies Act, 1956, the said appointment as Managing Director is being placed before the Members for their approval at the ensuing Annual General Meeting.

Further, pursuant to the provisions of section 260 of the Companies Act, 1956, Mr. Surjeet Singh holds office as an Additional Director upto the date of the ensuing Annual General Meeting. A separate notice under section 257 of the Companies Act, 1956 has been received from a Member signifying the intention to propose Mr. Surjeet Singh as a candidate for the office of Director and accordingly resolutions for his appointment is being placed before the members at the ensuing Annual General Meeting

At the Board Meeting on October 5, 2012, Mr. Sudeesh Yezuvath ceased to be the Chief Operating Officer (COO) of the Company and consequent to which he vacated his office as the director also.

AUDIT COMMITTEE

The Audit Committee presently has 3 Directors as its members viz. Mr. Anil Singhvi, Chairman, Mr. Sanjeev Aga and Mr. Surjeet Singh. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

AUDITORS

M/s. Deloitte Haskins & Sells (ICAI registration number 008072S), the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. The Statutory Auditors have communicated their willingness to accept office, if re-appointed and have confirmed that they are eligible as per section 224(1B) to be appointed as statutory auditors of the Company and are not disqualified to hold office as such in terms of section 226 of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 217(2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Amendment Rules, 2011, read with General Circular No. 23/2011 dated May 3, 2011 issued by MCA, are given at Annexure II appended hereto and forming part of this report. In terms of Section 219(1)(b) (iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Global Head- Finance, Legal & Company Secretary at the Registered Office of the Company.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment. Your Company constantly evaluates new technologies and invests to make its infrastructure more energy-efficient. Currently your Company uses CFL fittings and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Your Company has a strong R&D Division responsible for developing technologies for its products in the telecom domain. The Company holds several patents for its technological innovations. The telecommunications domain, in which your Company operates, is subject to high level of obsolescence and rapid technological changes. Your Company has developed inherent skills to keep pace with these changes. Since software products are the significant line of business of your Company the Company incurs expenses on product related Research & Development on a continuous basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has over the years shifted its focus from software services to software products. This has resulted in substantial foreign exchange earnings as compared to previous years. During the year 2012-13, total foreign exchange inflow and outflow is as follows:

i) Foreign Exchange earnings Rs. 15,195.31 Lakhs (Previous Year Rs. 29,720.70 Lakhs)

ii) Foreign Exchange outgo is as below Rs. 2,760.06 Lakhs (Previous YearRs.2,222.95 Lakhs)

CORPORATE SOCIAL RESPONSIBILITY - SUBEX CHARITABLE TRUST

Subex Charitable Trust extends the outlook of Subex as a corporate entity into community service. The trust has been set up to provide for welfare activities for under privileged and the needy in the society. The trust is managed by Trustees elected amongst the employees of the Company. During the year, the Trust has provided active support for education of economically challenged meritorious students, financial assistance to old age homes, orphanages and to individuals who needed medical help. A gist of activities undertaken by the Trust has been provided as a separate section in this Annual Report.

HUMAN RESOURCE MANAGEMENT

Working environment and organization''s culture plays a key role in attracting right talents into any organization and retaining them. Your Company continued with it''s focused efforts in maintaining such a great working environment and organization culture that was built and developed over a period of time, since it''s inception. All senior members of your Company worked really hard and supported Human Resource function in maintaining this.

During the year ended March 31, 2013, your Company surged ahead on a lot of the initiatives that were launched in the previous year. Continued infusion of fresh talent and ongoing development and up-skilling of existing talent were the critical focus areas. Online Learning Management System called the Subex Academy, that was launched in the previous year has been completely rolled out. Your Company also refined the Subexians (Employee) engagement programme, which is an extremely critical (Employee) retention tool.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 217(2AA) of the Companies Act, 1956, the Board of Directors affirms:

a) that in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed. Pursuant to, and in accordance with, the approval of the Members and the Hon''ble High Court of Karnataka to a proposal for reduction of securities premium and capital reserve obtained during 2009-10, the Company has utilised the Business Restructuring Reserve for adjustment of certain expenses/impairments. Such adjustment being at variance with applicable accounting standards, necessary disclosure has been made in the Notes to the accounts in Standalone and Consolidated Financial Statements.

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 at March 31, 2013 and of the loss 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 provision of the Companies Act, 1956 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, 2013 have been prepared on a going concern basis.

APPRECIATION/ACKNOWLEDGEMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation for the co-operation and assistance provided by the Central and State Government authorities particularly SEZ authorities, Customs and Central Excise authorities, Registrar of Companies, Karnataka, the Income Tax department, Reserve Bank of India and various authorities under the Government of Karnataka.

Your Directors also wish to place on record their deep appreciation to Subexians at all levels 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

Karthikeyan Muthuswamy Surjeet Singh

Director Managing Director & CEO

Place : Mumbai, India California, USA July 9, 2013 July 11, 2013

---

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2012.

FINANCIAL RESULTS

Amount in Rs. Million

Consolidated Standalone

2011-12 2010-11 2011-12 2010-11

Total Revenue 4,77826 4,827.50 3,290.11 3,135.53

Profit/(Loss) Before 1,406.33 1,379.77 970.02 1,186.77 Interest, Depreciation, Tax, Amortization & Exceptional Items

Interest, Depreciation & 506.48 530.71 440.41 467.38 Amortization

Profit/(Loss) Before 899.95 849.06 529.61 719.39 Exceptional Items & Tax

Exceptional Items (547.94) (17.21) (509.24) 6.19

Profit/(Loss) Before Tax 351.91 831.85 20.37 725.58

Provision for Taxes 33.50 44.06 (3.60) 10.49

Profit/(Loss) After Tax 318.41 787.79 23.97 715.09

APPROPRIATIONS

Interim Dividend - - - -

Preference Dividend - - - -

Dividend Proposed on - - - - Equity Shares

Provision for Tax on Dividends - - - -

Transfer to General Reserve - - - -

Surplus/(Deflicit) Carried to 318.41 787.79 23.97 715.09 Balance Sheet

RESULTS OF OPERATIONS

During the financial year ended March 31, 2012, the total revenue on a consolidated basis was Rs. 4,778.26 million. The Company has made a Profit of Rs. 318.41 million for the financial year 2011-12 as against Profit of Rs. 787.79 million in the previous year.

On standalone basis, the total revenue stood at Rs. 3,290.11 million. The net Profit for the financial year 2011-12 was Rs. 23.97 million.

The Directors have not proposed any dividend to be paid for the financial year 2011-12.

BUSINESS

Your Company is a leading global provider of Business Support Systems (BSS) that empowers Communications Service Providers (CSPs) to achieve competitive advantage through Business Optimization, thereby enabling them to improve their operational efficiency to deliver enhanced service experiences to subscribers. The Company pioneered the concept of Revenue Operations Center (ROC®) - a centralized approach that sustains Profitable growth and financial health through coordinated operational control. Subex's product portfolio powers the ROC and it has best-in-class solutions such as revenue assurance, fraud management, credit risk management, cost management, route optimization, data integrity management and interconnect/inter-party settlement.

The Company has been declared global leader in Business Optimization for CSPs for five years in a row by analyst firm Analysys Mason. Business Optimization improve the revenues and Profits of the CSPs through identification and elimination of leakages in their revenue chain and includes fraud, revenue assurance, analytics, cost management and credit risk management. Subex conceptualizes and develops software products at its facilities in Bangalore and is focused on the telecom business segment. Subex has sales and support offices in the United States, UK, UAE, India, Singapore and Australia.

Commoditization of the industry is the largest threat that telecom operators around the world are facing. This, coupled with the need to roll out new products and services at regular intervals, is proving to be a tough combination for the telcos. Subex is well positioned to address the needs of the telecom carriers and help them to overcome these challenges. The Company's pioneering platform, the Revenue Operations Centre (ROC®) brings together business intelligence, domain knowledge and workflow support. ROC acts as the underpinning solution on which telcos can build their processes to achieve several objectives like, lower cost, higher margin, higher revenue etc. Further, Subex offers Managed Services around its products which enable the operators to take advantage of our deep domain expertise to improve their operational efficiency.

CHANGES IN SHARE CAPITAL

As at March 31, 2012, the authorised share capital of the Company was Rs. 247,00,00,000 (Rupees Two Hundred and Forty Seven Crores only) divided into 24,50,40,000 (Twenty Four Crores Fifty Lakhs and Forty Thousand only) equity shares of Rs. 10 (Rupees Ten only) each and 2,00,000 (Two Lakhs only) preference shares ofRs. 98 (Rupees Ninety Eight only) each.

At the Extraordinary General Meeting held on June 28, 2012, the authorised share capital of the Company was increased to Rs. 497,00,00,000 (Rupees Four Hundred and Ninety Seven Crores only) divided into 49,50,40,000 (Forty Nine Crores Fifty Lakhs and Forty Thousand only) equity shares of Rs. 10 (Rupees Ten only) each and 2,00,000 (Two Lakhs only) preference shares ofRs. 98 (Rupees Ninety Eight only) each.

During the year ended March 31, 2012, your Company allotted 747 equity shares consequent to exercise of stock options under the ESOP 2005 scheme. As at March 31, 2012, the paid- up share capital of the Company stood at Rs. 69,31,07,720/- consisting of 6,93,10,772 equity shares ofRs. 10/- each.

On July 17, 2012, the Company allotted 8,93,35,462 equity shares pursuant to mandatory conversion of a principal amount of US$ 36.321 million out of the Company's US$ 127.721 million 5.70% Secured Convertible Bonds. As at the date of this report, the paid-up equity share capital of the Company stood atRs. 1,58,64,62,340/- consisting of 15,86,46,234 equity shares ofRs. 10/- each.

SUBSIDIARIES

SUBEX TECHNOLOGIES LIMITED

For the year ended March 31, 2012, Subex Technologies Limited earned an income of Rs. 483.34 million, on a consolidated basis, as against Rs. 646.31 million last year and a net Profit of Rs. 4.93 million as against a net Profit of Rs. 7.50 million last year.

Pursuant to the demerger in 2007-08, Subex Technologies Inc became a direct subsidiary of Subex Technologies Limited.

SUBEX (UK) LIMITED

For the year ended March 31, 2012, the consolidated income of Subex (UK) Limited was Rs. 3,809.53 million as against Rs. 3,217.74 million last year, and the net Profit was Rs. 335.71 million as against a net Profit is Rs. 115.99 million last year.

Subex (Asia Pacifc) Pte. Ltd and Subex Inc are direct subsidiaries of Subex (UK) Limited.

SUBEX AMERICAS INC.

For the year ended March 31, 2012, the consolidated income of Subex Americas Inc was Rs. 911.90 million as against Rs. 1,205.44 million last year, and net loss wasRs. 46.20 million as againstRs. 50.80 million last year.

In September 2011, the Company sold its activation business comprising service fulfilment solution to Netcracker Technology Corporation, a company operating in the US. The decision to sell the activation business was an outcome of a change in the Company's strategy to focus on its core products, i.e. ROC and Managed Services.

COMPLIANCE UNDER SECTION 212

The Ministry of Corporate Affairs (MCA) has vide General Circular No. 2/2011 dated February 8, 2011 and General Circular No. 3/2011 dated February 21, 2011 granted a general exemption stating that the provisions of section 212 of the Companies Act, 1956 in relation to subsidiaries' accounts shall not apply subject to compliance of certain conditions. In accordance with the said circulars, the Board of Directors of the Company, has in its meeting held on May 23, 2012, given the consent for not attaching the balance sheet of the subsidiaries concerned alongwith the balance sheet of the Company. However, financial information of the subsidiary companies, as required to be provided by the said circulars, are disclosed in Note 37 to the Consolidated Financial Statements. The Company will make available the annual accounts of the subsidiary companies and the related information to any investor of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

As at March 31, 2012, the Company had outstanding FCCBs aggregating to US$ 39 million under its US$ 180,000,000 2% Convertible Unsecured Bonds ("FCCBs I") and US$ 54.80 million under its US$ 98,700,000 5% Convertible Unsecured Bonds ("FCCBs II"). Both the FCCBs were originally due for redemption on March 9, 2012. In order to have adequate time to complete the restructuring activity, the Company had, pursuant to the approval of the Reserve Bank of India (RBI), extended the maturity period to July 9, 2012.

In July 2012, pursuant to the exchange of US$ 38 million out of FCCBs I and US$ 53.40 million out of FCCBs II under a cashless exchange offer, the Company issued US$127,721,000 5.70% Secured Convertible Bonds ("FCCBs III ") with a maturity period due July 2017 with a conversion price of Rs. 22.79 per equity share. As a part of the terms and conditions of FCCBs III, principal amount of US$ 36.321 million out of FCCBs III were mandatorily converted into equity shares at the aforesaid conversion price. Pursuant to the mandatory conversion, US$ 91.40 million is currently outstanding under FCCBs III. Also, the maturity period of the un-exchanged FCCBs I worth US$ 1 million and the un-exchanged FCCBs II worth US$ 1.40 million now stands extended to March 2017.

EMPLOYEE STOCK OPTIONS SCHEMES

Your Company has introduced various Stock Option plans for its employees. Details of these, including grants to Senior Management issued during the year are given below.

EMPLOYEE STOCK OPTION PLAN-1999 (ESOP - I)

This scheme was instituted during 1999 and managed by Subex Foundation with a corpus of 120,000 equity shares initially. Since the scheme was formulated prior to the promulgation of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has discontinued the scheme.

EMPLOYEE STOCK OPTION PLAN-2000 (ESOP - II)

During 1999-2000, your Company established the Employee Stock Option Plan 2000, under which options have been allocated for grant to the employees of the Company and its subsidiaries. The Company has obtained in-principle approval for listing up to a maximum of 883,750 equity shares to be allotted pursuant to exercise of options granted under the scheme. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

In accordance with the scheme, a Compensation Committee has been formed, which grants options to the eligible employees. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2000 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

During the year 2011-2012, the employees voluntarily surrendered 241,012 stock options under ESOP 2000 scheme. Also, the Company issued equivalent stock options to the aforesaid eligible employees under ESOP 2005 and ESOP 2008 scheme.

The tenure for grant of stock options under ESOP 2000 scheme has expired and the Company is only administering the outstanding stock options issued under the scheme.

EMPLOYEE STOCK OPTION PLAN-2005 (ESOP - III)

Under this scheme, an initial corpus of 500,000 options was created for grant to the eligible employees, with each option convertible into one fully paid-up equity share of Rs. 10/-. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The corpus of the scheme was further enhanced by 1,500,000 options during the financial year 2007-08. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2005 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

During the year 2011-2012, the employees voluntarily surrendered 964,969 stock options under ESOP 2005 scheme. Also, the Company issued equivalent stock options to the aforesaid eligible employees under ESOP 2005 scheme.

EMPLOYEE STOCK OPTION PLAN-2008 (ESOP - IV)

During 2008-09, your Company instituted the Employee Stock Option Plan-2008 vide approval of shareholders through the postal ballot mechanism. A corpus of 2,000,000 options has been created for grant to the eligible employees under the scheme. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vests over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2011-2012, the employees voluntarily surrendered 1,019,583 stock options under ESOP 2008 scheme. Also, the Company issued equivalent stock options to the aforesaid eligible employees under ESOP 2008 scheme.

Additional information as at March 31, 2012 required to be disclosed as per Securities and Exchange Board of India (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 is given as Annexure I to this report.

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 sustainable corporate growth and long-term value creation for the stakeholders and protection of their interests. Your Company endeavors to meet the growing aspirations of all stakeholders including shareholders, employees and customers. Your Company is committed to maintaining the highest level of transparency, accountability and equity in its operations. Your Company always strives to follow the path of good governance through a broad framework of various processes.

Your Company has complied with all the requirements as per Clause 49 of the listing agreement of the Stock Exchanges, as amended from time to time. The Auditor's certificate on compliance with Clause 49 is included under section on Corporate Governance in this Annual Report. In addition, your Company has documented its internal policies in line with the Corporate Governance guidelines. The Management

Discussion & Analysis of the financial position of the Company has been provided as a part of this report.

DIRECTORS

As per Article 87 of the Articles of Association of the Company read with section 255 and 256 of the Companies Act, 1956, atleast two-third of the Directors shall be subject to retirement by rotation. One-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring director is eligible for re-election. Accordingly, Mr. Sudeesh Yezhuvath retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

The present tenure of Mr. Subash Menon, Founder, Managing Director & CEO will expire on September 30, 2012. The Board of Directors has at its meeting held on August 9, 2012 approved the proposal for re-appointment of Mr. Subash Menon as Managing Director & CEO for the period from October 1, 2012 to September 30, 2017. In accordance with the provisions of Sections 198, 269, 309 read with Schedule XIII and other applicable provisions of the Companies Act, 1956, the said re-appointment is being placed before the Members for their approval at the ensuing AGM. The terms and conditions of the re-appointment including remuneration have been provided in the notice convening the Annual General Meeting.

The Board of Directors has, vide its resolutions dated July 6, 2012, appointed Mr. Surjeet Singh and Mr. Karthikeyan Muthuswamy as Additional Directors of the Company to hold office until the next Annual General Meeting of the Company. Separate notices under Section 257 of the Companies Act, 1956 have been received from Members signifying their intention to propose Mr. Surjeet Singh and Mr. Karthikeyan Muthuswamy as candidates for the office of Director and accordingly resolutions for their appointment are being placed before the Members at the ensuing Annual General Meeting.

AUDIT COMMITTEE

On May 18, 2012, the Board of Directors approved the resignation of Mr. V Balaji Bhat consequent to which he vacated the office as the Chairman and member of the Audit committee. With immediate effect, Mr. Anil Singhvi was appointed as the Chairman of the Committee and Mr. Subash Menon was appointed as a member of the Committee. At the Board Meeting held on August 9, 2012, Mr. Subash Menon stepped down as a member of the Audit Committee and Mr. Surjeet Singh was inducted as a member of the Audit Committee. The Audit Committee presently has 3 Directors as its members viz. Mr. Anil Singhvi, Mr. Sanjeev Aga and Mr. Surjeet Singh. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

AUDITORS

M/s. Deloitte Haskins & Sells (ICAI registration number 008072S), the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. The Statutory Auditors have communicated their willingness to accept office, if re-appointed and have confirmed that they are eligible as per section 224(1B) to be appointed as statutory auditors of the Company and are not disqualified to hold office as such in terms of section 226 of the Companies Act, 1956.

The Auditors have expressed an unqualified opinion on the financial statements for the year ended March 31, 2012. With regard to point 7(a) of the annexure to the standalone auditor's report, the management has taken note of the same and will put in place adequate measures to monitor the same.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 217(2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Amendment Rules, 2011, read with General Circular No. 23/2011 dated May 3, 2011 issued by MCA, are given at Annexure II appended hereto and forming part of this report. In terms of Section 219(1)(b) (iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary & Compliance officer at the Registered office of the Company.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment. Your Company constantly evaluates new technologies and invests to make its infrastructure more energy- efficient. Currently your Company uses CFL fittings and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Your Company has a strong R&D Division responsible for developing technologies for its products in the telecom domain. The Company holds several patents for its technological innovations. The telecommunications domain, in which your Company operates, is subject to high level of obsolescence and rapid technological changes. Your Company has developed inherent skills to keep pace with these changes. Since software products are the significant line of business of your Company, the Company incurs expenses on product related Research & Development on a continuous basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has over the years shifted its focus from software services to software products. This has resulted in substantial foreign exchange earnings as compared to previous years. During the year 2011-12 total foreign exchange inflow and outflow is as follows:

i) Foreign Exchange earnings Rs. 2,972.07 million (Previous Year Rs. 2,893.49 million)

ii) Foreign Exchange outgo is as below Rs. 1,666.05 million (Previous YearRs. 1,384.46 million)

CORPORATE SOCIAL RESPONSIBILITY - SUBEX CHARITABLE TRUST

Subex Charitable Trust extends the outlook of Subex as a corporate entity into community service. The trust has been set up to provide for welfare activities for under privileged and the needy in the society. The trust is managed by Trustees elected amongst the employees of the Company. During the year, the Trust has provided active support for education of economically challenged meritorious students, financial assistance to old age homes, orphanages and to individuals who needed medical help. A gist of activities undertaken by the Trust has been provided as a separate section in this Annual Report.

HUMAN RESOURCE MANAGEMENT

The Human Resource function is committed to make real the Subex Vision of "Deliver Value to Excel and Lead". The commitment and hard work of every member of the Subex family has ensured that your Company lives by the values of Fairness, Commitment and Innovation that we espouse.

During the year ended March 31, 2012, your Company surged ahead on a lot of the initiatives that were launched in the previous year. Hiring new members into the Subex team, and focusing on the drivers of Subexian satisfication were the critical focus areas. To that end your Company focused on further developing its own online Learning Management System called the Subex Academy that was launched last year. This automated platform added significant value to training identification, design, delivery and evaluation. Communication within the Company was stepped up. Attraction, alignment, motivation and learning were the other critical focus areas.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of Section 217(2AA) of the Companies Act, 1956, the Board of Directors afirms:

a) that in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed. Pursuant to, and in accordance with, the approval of the Members and the Hon'ble High Court of Karnataka to a proposal for reduction of securities premium and capital reserve obtained during 2009-10, the Company has utilised the Business Restructuring Reserve for adjustment of certain expenses/impairments. Such adjustment being at variance with applicable accounting standards, necessary disclosure has been made in the Notes to the accounts in Standalone and Consolidated Financial Statements.

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 at March 31, 2012 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 provision of the Companies Act, 1956 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, 2012 have been prepared on a going concern basis.

APPRECIATION / ACKNOWLEDGEMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation for the co-operation and assistance provided by the Central and State Government authorities particularly SEZ authorities, Customs and Central Excise authorities, Registrar of Companies, Karnataka, the Income Tax department, Reserve Bank of India and various authorities under the Government of Karnataka.

Your Directors also wish to place on record their deep appreciation to Subexians at all levels 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

Sudeesh Yezhuvath Subash Menon

Chief Operating officer & Founder, Wholetime Director Managing Director & CEO

Place : Bangalore Date : August 9, 2012

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Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2011.

FINANCIAL RESULTS

Amount in Rs. Million

Consolidated Standalone

2010-11 2009-10 2010-11 2009-10

Revenue 4,827.50 4,630.78 3,135.53 3,201.44

Profit before Interest, 1,411.17 947.23 1,188.03 999.19 Depreciation, Tax, Amortization & Exceptional items

Interest, Depreciation & 528.71 637.74 435.24 510.05 Amortization

Profit before Exceptional 882.46 309.49 752.79 489.14 items & tax

Exceptional Items (50.48) 794.72 (27.08) 891.66

Profit before tax 831.98 1,104.21 725.71 1,380.80

Provision for taxes 44.19 101.25 10.62 12.19

Profit after tax 787.79 1,002.96 715.09 1,368.61

APPROPRIATIONS

Interim Dividend - - - -

Preference Dividend - - - -

Dividend proposed on equity - - - - shares

Provision for tax on Dividends - - - -

Transfer to General Reserve - - - -

Surplus carried to Balance Sheet 787.79 1,002.96 715.09 1,368.61

RESULTS OF OPERATIONS

During the financial year ended March 31, 2011, the total revenue on a consolidated basis increased by 4% to reach Rs. 4,827.50 Million. The Company has made a profit of Rs. 787.79 Million for the financial year 2010-11 as against profit of Rs. 1,002.96 Million in the previous year.

On standalone basis, the total revenue stood at Rs. 3,135.53 Million. The net profit for the financial year 2010-11 was Rs. 715.09 Million.

BUSINESS

Your Company is a provider of solutions in the Business Support Systems (BSS) and Operations Support Systems (OSS) areas for telecom applications. The key sub-areas in BSS and OSS are Revenue Maximization or Business Optimization, Billing Systems, Mediation, Service Fulfillment and Service Assurance. The Company operates in Business Optimization and Service Fulfillment areas. While Business Optimization solutions improve the revenues and profits of the communications service providers through identification and elimination of leakages in their revenue chain, Service Fulfillment solutions enable the carriers to fulfill the needs of their subscribers through provisioning and activation of services. Subex conceptualizes and develops software products at its facilities in Bangalore and is focused on the telecom business segment. Subex has sales and support offices in the United States, Canada, UK, UAE, India, Singapore and Australia. Subex is the global leader in Business Optimization for communications service providers.

Commoditization of the industry is the largest threat that telecom operators around the world are facing. This, coupled with the need to roll out new products and services at regular intervals, is proving to be a tough combination for the telcos. Subex is well positioned to address the needs of the telecom carriers and help them to overcome these challenges. Our pioneering platform, the Revenue Operations Centre (ROCTM) brings together business intelligence, domain knowledge and workflow support. ROC acts as the underpinning solution on which telcos can build their processes to achieve several objectives like, lower cost, higher margin, higher revenue etc. Further, the Company offers Managed Services around its products which enable the operators to take advantage of its deep domain expertise to improve their operational efficiency.

CHANGES IN SHARE CAPITAL

The authorised share capital of the Company is Rs. 1,300,000,000 (Rupees One Thousand Three Hundred Million only) divided into 128,040,000 (One Hundred and Twenty Eight Million and Forty Thousand only) equity shares of Rs. 10 (Rupees Ten only) each and 200,000 (Two Hundred Thousand only) Preference Shares of Rs. 98 (Rupees Ninety Eight only) each.

During the year, your Company has allotted 11,326,886 equity shares, out of which:

7,197,607 equity shares were allotted upon conversion of FCCBs aggregating to principal amount of US$ 12 Million, out of Companys US$98.7 Million 5% Convertible Unsecured Bonds.

3,765 equity shares were allotted under ESOP 2005 scheme and 1,260 equity shares were allotted under ESOP 2000 scheme, consequent to exercise of stock options.

4,124,254 equity shares were allotted on a preferential basis to M/s KBC Aldini Capital Mauritius Limited.

As at March 31, 2011, the paid-up share capital of the Company stood at Rs. 693,100,250/- comprising 69,310,025 equity shares of Rs. 10/- each.

SUBSIDIARIES

SUBEX TECHNOLOGIES LIMITED

For the year ended March 31, 2011, Subex Technologies Limited earned an income of Rs. 646.32 Million on a consolidated basis, as against Rs. 801.35 Million last year and a net profit of Rs. 7.50 Million as against a net loss of Rs. 5.73 Million last year.

Subex Technologies Inc is a direct subsidiary of Subex Technologies Limited.

SUBEX (UK) LIMITED

For the year ended March 31, 2011, the consolidated income of Subex (UK) Limited was Rs. 3,217.75 Million as against Rs. 2,892.44 Million last year, and the net profit was Rs. 115.98 Million as against a net profit is Rs. 37.82 Million last year.

Subex (Asia Pacific) Pte Limited and Subex Inc are direct subsidiaries of Subex (UK) Limited.

SUBEX AMERICAS INC

For the year ended March 31, 2011, the consolidated income of Subex Americas Inc was Rs. 1,205.44 Million as against Rs. 984.77 Million last year, and net loss was Rs. 50.80 Million as against Rs. 389.87 Million last year.

COMPLIANCE UNDER SECTION 212

The Ministry of Corporate Affairs (MCA) has vide General Circular No: 2/2011 dated February 8, 2011 and General Circular No: 3/2011 dated February 21, 2011 granted a general exemption stating that the provisions of section 212 of the Companies Act, 1956 in relation to subsidiaries accounts shall not apply subject to compliance of certain conditions. In accordance with the said circulars, the Board of Directors of the Company, has in its meeting held on April 27, 2011, given the consent for not attaching the balance sheet of the subsidiaries concerned alongwith the balance sheet of the Company. However, financial information of the subsidiary companies, as required to be provided by the said circulars, are disclosed in Note II.11 under Schedule O to the Consolidated Financial Statements. The Company will make available the annual accounts of the subsidiary companies and the related information to any investor of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

As at March 31, 2011, the Company had outstanding FCCBs aggregating to US$ 39 Million under its US$ 180,000,000 2% Convertible Unsecured Bonds and US$ 54.80 Million under its US$ 98,700,000 5% Convertible Unsecured Bonds. Both the FCCBs are due for redemption in March 2012. The Company is pursuing various options not limiting to fund raising in the form of debt or equity, or a mix of both, and negotiations with the current lenders, to meet any potential FCCBs debt obligations that arise in March 2012. The Company firmly believes that, with a combination of its internal cash accruals in the next financial year and on achieving successful closure on these options in the coming months, it would be able to meet all repayment obligations that arise during financial year ending March 31, 2012.

EMPLOYEE STOCK OPTIONS SCHEMES

Your Company has introduced various Stock Option plans for its employees. Details of these, including grants to Directors and Senior Management issued during the year are given below.

EMPLOYEE STOCK OPTION PLAN-1999 (ESOP - I)

This scheme was instituted during 1999 and managed by Subex Foundation with a corpus of 120,000 equity shares initially. Since the scheme was formulated prior to the promulgation of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Company has discontinued the scheme.

EMPLOYEE STOCK OPTION PLAN-2000 (ESOP - II)

During 1999-2000, your Company established the Employee Stock Option Plan 2000, under which options have been allocated for grant to the employees of the Company and its subsidiaries. The Company has obtained in-principle approval for listing up to a maximum of 883,750 equity shares to be allotted pursuant to exercise of options granted under the scheme. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

In accordance with the scheme, a Compensation Committee has been formed, which grants options to the eligible employees. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2000 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

EMPLOYEE STOCK OPTION PLAN-2005 (ESOP - III)

Under this scheme, an initial corpus of 500,000 options was created for grant to the eligible employees, with each option convertible into one fully paid-up equity share of Rs. 10/-. This scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The corpus of the scheme was further enhanced by 1,500,000 options during the financial year 2007-08. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vest over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

During the year 2008-09, the Company amended the ESOP 2005 scheme by inclusion of provisions allowing employees to voluntarily surrender their vested/unvested options at any time during their employment with the Company.

EMPLOYEE STOCK OPTION PLAN-2008 (ESOP - IV)

During 2008-09, your Company instituted the Employee Stock Option Plan-2008 vide approval of shareholders through the postal ballot mechanism. A corpus of 2,000,000 options has been created for grant to the eligible employees under the scheme. The Scheme has been formulated in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Company has obtained the requisite in-principle approvals from the stock exchanges for the purpose of listing of equity shares arising out of exercise of options granted under the scheme.

The Compensation Committee grants options to the eligible employees in accordance with the provisions of the scheme. The options are granted at a price, which is not less than 85% of the average of the closing price of the equity shares during the 15 trading days preceding the date of grant on the stock exchange where there is highest trading volume during this period. Unless otherwise resolved, the options granted vests over a period of 1 to 4 years and can be exercised over a period of 3 years from the date of vesting.

Additional information as at March 31, 2011 required to be disclosed as per Securities and Exchange Board of India (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999 is given as Annexure I to this report.

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 sustainable corporate growth and long-term value creation for the stakeholders and protection of their interests. Your Company endeavors to meet the growing aspirations of all stakeholders including shareholders, employees and customers. Your Company is committed to maintaining the highest level of transparency, accountability and equity in its operations. Your Company always strives to follow the path of good governance through a broad framework of various processes.

Your Company has complied with all the requirements as per Clause 49 of the listing agreement of the Stock Exchanges, as amended from time to time. The Auditors certificate on compliance with Clause 49 is included under section on Corporate Governance in this Annual Report. In addition, your Company has documented its internal policies in line with the Corporate Governance guidelines. The Management Discussion & Analysis of the financial position of the Company has been provided as a part of this report.

DIRECTORS

As per Article 87 of the Articles of Association of the Company read with section 255 and 256 of the Companies Act, 1956, atleast two-third of the Directors shall be subject to retirement by rotation. One-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring director is eligible for re-election. Accordingly, Mr. V Balaji Bhat retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

The Board of Directors has, vide its resolution passed on March 31, 2011, re-appointed Mr. Sudeesh Yezhuvath as the Chief Operating Officer & Wholetime Director of the Company for the period from April 1, 2011 to September 30, 2017. In accordance with the provisions of Sections 198, 269, 309 read with Schedule XIII and other applicable provisions of the Companies Act, 1956, the said re-appointment is being placed before the Members for their approval at the ensuing AGM. The terms and conditions of the re-appointment including remuneration have been provided in the notice convening the Annual General Meeting.

The Board of Directors has vide its resolutions dated April 11, 2011 and May 17, 2011 appointed Mr. Anil Singhvi and Mr. Sanjeev Aga respectively as Additional Directors of the Company to hold office until the next Annual General Meeting of the Company. Respective notices under Section 257 of the Companies Act, 1956 have been received from Members signifying their intention to propose Mr. Anil Singhvi and Mr. Sanjeev Aga as candidates for the office of Director and accordingly resolutions are being placed before the Members at the ensuing Annual General Meeting.

AUDIT COMMITTEE

At its meeting held on April 27, 2011, the Board of Directors of the Company appointed Mr. Anil Singhvi as a member of the Audit Committee. At the same meeting, Mr. Subash Menon, Founder Chairman, Managing Director & CEO stepped down as a member and was elected as a permanent invitee to the Committee. The Audit Committee presently has 5 Directors as its members viz. Mr. V Balaji Bhat, Mr. Vinod R Sethi, Mr. Andrew Garman, Mr. Harry Berry and Mr. Anil Singhvi. All members of the Audit Committee are Independent Directors. Mr. V Balaji Bhat is the Chairman of the Audit Committee. The role, terms of reference, the authority and power of the

Audit Committee are in conformity with the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

AUDITORS

M/s. Deloitte Haskins & Sells (ICAI registration number 008072S), the Statutory Auditors of the Company retire at the ensuing Annual General Meeting. The Statutory Auditors have communicated their willingness to accept office, if re-appointed and have confirmed that they are eligibile as per section 224(1B) to be appointed as statutory auditors of the Company and are not disqualified to hold office as such in terms of section 226 of the Companies Act, 1956.

The Auditors have expressed an unqualified opinion on the financial statements for the year ended March 31, 2011.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES

The particulars of employees required under Section 217(2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Amendment Rules, 2011, read with General Circular No. 23/2011 dated May 3, 2011 issued by MCA, are given at Annexure II appended hereto and forming part of this report. In terms of Section 219(1) (b)(iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Vice President-Finance & Company Secretary at the Registered Office of the Company.

INFORMATION UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

The operations of your Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment. Your Company constantly evaluates new technologies and invests to make its infrastructure more energy-efficient. Currently your Company uses CFL fittings and electronic ballasts to reduce the power consumption of fluorescent tubes. Air conditioners with energy efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

Your Company has a strong R&D Division responsible for developing technologies for its products in the telecom domain. The Company holds several patents for its technological innovations. The telecommunications domain, in which your Company operates, is subject to a high level of obsolescence and rapid technological changes. Your Company has developed inherent skills to keep pace with these changes. Since software products are the significant line of business of your Company, the Company incurs expenses on product related Research & Development on a continuous basis. These expenses are charged to revenue under the respective heads and are not segregated and accounted separately.

CORPORATE SOCIAL RESPONSIBILITY - SUBEX CHARITABLE TRUST

Subex Charitable Trust extends the outlook of Subex as a corporate entity into community service. The trust has been set up to provide for welfare activities for under privileged and the needy in the society. The trust is managed by Trustees elected amongst the employees of the Company. During the year, the Trust has provided active support for education of economically challenged meritorious students, financial assistance to old age homes, orphanages and to individuals who needed medical help. A gist of activities undertaken by the Trust has been provided as a separate section in this Annual Report.

HUMAN RESOURCE MANAGEMENT

The Human Resource function constantly endeavours to uphold the Subex Vision of "Deliver Value to Excel and Lead". The commitment and hard work of every member of the Subex family has ensured that your Company lives by the values of Fairness, Commitment and Innovation that we espouse.

During the year ended March 31, 2011, your Company surged ahead on a lot of the initiatives that were launched in the previous year. Hiring new members into the Subex team and focusing on the drivers of Subexian satisfaction were the critical focus areas. To that end your Company launched its own online

Learning Management System called the Subex Academy. Your Company also conducted a Subexian Satisfaction Survey. The Subex family is in the top quartile in terms of their satisfaction levels – an indication that the Company is doing things right! Communication within the Company was stepped up. Attraction, alignment, motivation and learning were the other critical focus areas.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provision of Section 217(2AA) of the Companies Act, 1956, the Board of Directors affirms:

a) that in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed. Pursuant to, and in accordance with, the approval of the Members and the Honble High Court of Karnataka to a proposal for reduction of securities premium and capital reserve obtained during 2009-10, the Company has utilised the Business Restructuring Reserve for adjustment of certain expenses/impairments. Such adjustment being at variance with applicable accounting standards, necessary disclosure has been made in the Notes to the accounts in Standalone and Consolidated Financial Statements.

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 at March 31, 2011 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 provision of the Companies Act, 1956 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, 2011 have been prepared on a going concern basis.

APPRECIATION/ACKNOWLEDGEMENTS

We thank our clients, vendors, investors and bankers for their continued support during the year. We place on record our appreciation for the co-operation and assistance provided by the Central and State Government authorities particularly Software Technology Park- Bangalore, SEZ authorities, Customs and Central Excise authorities, Registrar of Companies, Karnataka, the Income Tax department, Reserve Bank of India and various authorities under the Government of Karnataka.

Your Directors also wish to place on record their deep appreciation to Subexians at all levels for their hard work, solidarity, co-operation and support, as they are instrumental in your Company scaling new heights, year after year.

For and on Behalf of the Board

Subash Menon

Place : Bangalore Founder Chairman,

Date : June 17, 2011 Managing Director & CEO