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

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

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:

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 investorrelations@subex.com. 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
investorrelations@subex.com.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India ('SEBI'), in May 2021
introduced new sustainability related reporting requirements
to be reported in the specific format which is a notable
departure from the existing Business Responsibility Report and
a significant step towards giving platform to the companies to
report the initiatives taken by them in areas of environment,
social and governance. 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