Subex Ltd Directors Report

General Reserves

The Company has not transferred any amounts to the general reserve during the financial year 2025-26.

Share Capital

As of March 31, 2026, the authorized share capital of the Company was Rs.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 Rs.5 (Rupees Five only) each and 2,00,000 (Two lakhs only) preference shares of Rs.98 (Rupees Ninety Eight only) each.

As of March 31, 2026, the issued, subscribed, and paid-up share capital of the Company was Rs.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 Rs.5 (Rupees Five only) each. During the period under review, there is no change in share capital of the Company.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards, as amended, from time to time.

Business

Your Company is at the forefront of telecoms most fundamental reset in three decades, helping Communications Service Providers (CSPs) make the transition from connectivity utility to the trust, transaction, and intelligence layer of the global digital economy. Operators are contending with the rise of the agentic economy on telco rails, machine and loT subscribers outnumbering humans, Al-native radio networks, and the collapsing cost of synthetic identity and deepfake fraud. At the same time, the displacement of monolithic SaaS by autonomous agents, agent-led micropayments, and the commoditisation of frontier intelligence are reshaping how operators monetise and defend their networks. Subexs telecom-native AI Agents and Generative AI platforms are enabling operators to shift from reactive defence to autonomous, self-evolving operations. In this transformed landscape, domain-fine-tuned models trained on xDR and signalling data, combined with deep telecom expertise, constitute the only durable competitive moat — and Subex is investing decisively to lead it.

This year, the Company is decisively embracing the shift from rule-based and supervised systems to progressively higher levels of agentic autonomy. Anchoring this shift are three flagship platforms. FraudZap™ extends Subexs telecom- native fraud capabilities beyond IRSF, SIMbox bypass, CLI spoofing, and Wangiri into the fastest-growing vectors of the AI era i.e., subscription fraud, device theft, account takeover, social engineering, and A2P/SMS abuse. AI Agent Squad™, the Companys suite of autonomous investigation, assurance, and partner-management agents, enables operators to replace fragmented in-house teams and managed-service operations with always-on, self-learning digital workers. ROC and HyperSense, Subexs Business assurance backbone, retain dominant share in traditional fraud and revenue leakage management while being progressively enabled with AI Agents and Embedded AI.

Together, these platforms address a redrawn addressable opportunity, the majority of which did not exist three years ago. New-age leakage vectors, the agentic displacement of in-house and managed-service operations, and telecom adjacencies such as telco fintech and IoT assurance now represent the largest segments of Subexs growth horizon, while the traditional leakage business continues to deliver scale and high-confidence cash flows. The Company is executing through a disciplined three-horizon strategy i.e., defending and modernising the core, scaling into adjacencies, and seeding the next wave of agentic growth.

With three decades of telecom domain expertise, Subex turns the complexity of this transition into competitive advantage for its customers. Its AI-first solutions integrate

seamlessly into operator operations, delivering proactive fraud disruption, demonstrable revenue uplift, partner- ecosystem productivity, and faster decisions. Subexs Managed Services, Business Consulting, and Enterprise Asset Management offerings remain integral to this proposition. Entering FY27, Subex remains committed to harnessing agentic AI, Generative AI, and cloud-scale computing to build a connected, secure, and intelligent future, one in which the network is the substrate of trust, intelligence, and transaction in the agentic age.

Key Announcements during the year

Subex Redefines Intelligence in Revenue Assurance & Fraud Management with Embedded GenAI

Subex has announced a major leap forward in telecom intelligence with the integration of Embedded Generative AI (GenAI) into its HyperSense Revenue Assurance & Fraud Management (RA&FM) platform. This marks a foundational shift in how telecom systems operate: moving from static configuration to dynamic, AI-driven reasoning.

Subex Launches FraudZap™ - A Lightweight Fraud Detection Platform - Debuts with Handset Fraud Use Case

Subex has announced the launch of FraudZap™, a lightweight, AI-powered fraud detection platform designed to help Telecom Operators combat fast-evolving fraud with unmatched speed and agility. The platforms first out-of-the- box use case targets the growing threat of Handset Fraud, one of the most pervasive challenges for telcos currently.

Subex Recognized for Second Consecutive Year in 2025 Gartner? Magic Quadrant™ for AI in CSP Customer and Business Operation

Subex has announced its recognition for the second consecutive year in the 2025 Gartner? Magic Quadrant™ for AI in CSP Customer and Business Operations report. This recognition reinforces Subexs leadership in helping Communication Service Providers (CSPs) harness AI to drive operational excellence, elevate customer experience, and unlock new growth opportunities.

Subex Unveils New Brand Identity to Power the Intent- Driven, AI-Native Telecom Era

Subex announced the launch of a new brand identity, reflecting the companys bold ambition to lead in the AI- powered telecom era with clarity, confidence and purpose.

Performance of Subsidiaries (Wholly Owned Subsidiaries)

As on March 31, 2026, the Company has 4 direct subsidiaries and 5 stepdown subsidiaries.

Subex Assurance LLP and its Subsidiaries

For the year ended March 31, 2026, Subex Assurance LLP earned a net income of Rs.997 lakhs as against net income of Rs.2,032 lakhs in the previous year and a net loss of Rs.3,634 lakhs, as against a net loss of Rs.84 lakhs in the previous year.

As at March 31, 2026, 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, 2026, the Standalone net income of Subex (UK) Limited was Rs.20,773 lakhs as against Rs.19,183 lakhs in the previous year, and a net profit of Rs.562 lakhs as against a net loss of Rs.332 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, 2026, the Standalone net income of Subex (Asia Pacific) Pte. Limited was Rs.2,709 lakhs as against Rs.2,931 lakhs in the previous year, and a net profit of Rs.91 lakhs as against a net profit of Rs.63 lakhs in the previous year.

• Subex Inc. is a wholly owned subsidiary of Subex (UK) Limited. For the year ended March 31, 2026, the Standalone net income of Subex Inc. was Rs.3,872 lakhs as against Rs.5,065 lakhs in the previous year, and the net profit of Rs.151 lakhs as against a net loss of Rs.46 lakhs in the previous year.

• Subex Middle East (FZE) is a wholly owned subsidiary of Subex Assurance LLP. For the year ended March 31, 2026, the standalone net income of Subex Middle East (FZE) is Rs.2,283 lakhs as against Rs.4,500 lakhs in the previous year and net profit of Rs.7 lakhs as against a net loss of Rs.1,272 lakhs in the previous year.

• Subex Bangladesh Private Limited, is a wholly owned subsidiary of Subex Assurance LLP. For the year ended March 31, 2026, the standalone net income of Subex Bangladesh Private Limited is Rs.341 lakhs as against Rs.450 lakhs and net loss of Rs.8 lakhs as against a net profit of Rs.5 lakhs in the previous year.

Subex Digital LLP

For the year ended March 31, 2026, Subex Digital LLP earned a net income of Rs.937 lakhs as against Rs.1,734 lakhs in the previous year, and a net profit of Rs.1,140 lakhs as against a net loss of Rs.2,078 lakhs in the previous year.

As at March 31, 2026, 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, 2026, Subex Technologies Limited incurred a net loss of Rs.3 lakhs as against net loss of Rs.3 lakhs in the previous year.

Subex Americas Inc.

For the year ended March 31, 2026, the standalone net income of Subex Americas Inc. is Rs.832 lakhs as against Rs.867 lakhs in the previous year, and a net loss of Rs.24 lakhs as against a net loss of Rs.39 lakhs in the previous year.

As on March 31, 2026, Subex Limited holds 100 common shares (92.59%) in the capital of Subex Americas Inc.

During the year, Subex Account Aggregator Services Private Limited, a wholly-owned subsidiary of the Company, has been voluntarily liquidated under Section 59 of the Insolvency and Bankruptcy Code, 2016, pursuant to the approval of the Honble National Company Law Tribunal ("NCLT"), Bengaluru Bench, vide order dated 27^th November 2025.

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.

Employee Stock Options Scheme

The Employee Stock Option schemes 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 schemes. Additional details have also been disclosed under Note 34 to the standalone financial statements which forms part of the Annual Report.

Employee Stock Option Plan-2018

Subex Employees Stock Option Scheme-2018 ("ESOP - 2018" or "Scheme") was formulated in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and approved by the Shareholders dated June 26, 2018.

The Board had 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 Scheme was implemented through the Subex Employee Welfare & ESOP Benefit Trust ("ESOP Trust"), which was empowered to acquire shares of the Company from the secondary market for the purpose of providing share based compensation to employees. The total number of Options granted under the Scheme did not exceed 5% of the paid-up equity capital as on March 31, 2018.

Employee Stock Option Plan -2025

As validity period of the Subex Employees Stock Option Scheme-2018 has ended, the Company has formulated the Subex Employees Stock Option Scheme-2025 ("ESOP - 2025" or "Scheme") with the approval of Shareholders on September 29, 2025, to undertake a maximum of 71,47,627 options, comprising unallocated options held with the ESOP Trust as well as any future lapses arising from allocated options under ESOP - 2018. This scheme was formulated in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

During the year, the Nomination & Remuneration Committee had approved the grant of 38,00,000 Stock Options, to eligible employees of the Company in accordance with the Subex Employees Stock Option Scheme 2025.

Particulars Of Loans, Guarantees, Investments And Securities

Details of Loans, Guarantees, Investments and Securities covered under Section 186 of the Companies Act 2013, are given in Note No. 31 to the Standalone Financial Statements.

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 the end of the financial year 2025-26 and the date of this report, affecting the financial position of the Company.

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 (Listing Obligations and Disclosure Requirements) Regulations, 2015,

("SEBI Listing Regulations"), as amended from time to time. The Auditors certificate of 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.

Management Discussion & Analysis

The Management Discussion & Analysis as stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

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 Regulatory requirements but also make a diversified Board with a mixed blend of experiences, expertise, and professionals. As on March 31, 2026, the Board of Directors of the Company comprised 6 Directors. The details of Board and committee composition, tenure of Di rectors, areas of expertise and other detai ls are avail abl e in the corporate governance report that forms part of this Annual Report.

Details of appointments/ Re-appointments/ Resignations

The following were the changes in the composition of the Board, during the year:

a. Mr. Anil Singhvi (DIN:00239589), Chairman, Non-Executive and Non-Independent Director ceased to be a member of the Board of the Company w.e.f. September 29, 2025, as the resolution for his re-appointment (retirement by rotation) was not passed with the requisite majority. Further, Ms. Poornima Prabhu (DIN:03114937), and Ms. Archana Muthappa (DIN:10264231) Independent Directors ceased to be members of the Board of the Company w.e.f. September 29, 2025 due to their resignations.

b. Mr. Venkata Erinti Narayana (DIN:03345145) and Mr. Alok Ohrie (DIN:01052136) were appointed as Additional Directors (Non-Executive and Independent Director) effective from December 25, 2025 and January 4, 2026 respectively. The appointments were subsequently approved by the shareholders on March 27, 2026 through postal ballot.

c. Further, Mr. Stephane Raymond Marie Le Letty (DIN:11628981) was appointed as an Additional Director (Non-Executive and Non-Independent Director) effective from March 25, 2026. The Company has sent Postal Ballot Notice dated April 13, 2026 to the Shareholders seeking their approval for the above appointment.

Retirement of Directors 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-appointment. Accordingly, Ms. Nisha Dutt (DIN: 06465957), Managing Director & Chief Executive Officer, retires by rotation at the ensuing 32^nd AGM and being eligible, offers herself for re- appointment.

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:

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 under the Companies Act, 2013 and SEBI Listing Regulations.

Board Meetings

Audit Committee

As on March 31, 2026, the Audit Committee comprised of 5 (five) Directors as its Members. The composition of the Committee is as follows:

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 Listing Regulations.

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

Based on the recommendations of the Audit Committee, the Board at its meeting held on May 2, 2025, approved the appointment of M/s. M.S.K.C & Associates, LLP, Chartered Accountants, Bengaluru (firm registration No.001595S/ S000168) for a term of five years, commencing from the conclusion of the 31^st AGM up to the conclusion of the 36^th AGM. The said appointment was subsequently approved by the Members at the 31^st AGM of the Company held on September 29, 2025.

There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in the Audit Report issued for the financial year 2025-26.

Secretarial Auditors

Pursuant to Regulation 24A(1)(b) of SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. V. Sreedharan & Associates, Practicing Company Secretaries (holding Peer Review Certificate No. 5543/ 2024), as Secretarial Auditors of the Company for a term of five consecutive years commencing from the financial Year 2025-26 until the financial year 2029- 30. The said appointment has been subsequently approved by the Shareholders at the AGM held on September 29, 2025.

The Secretarial Audit Report and the Annual Secretarial Compliance Report issued by the Secretarial Auditor for the financial year 2025-26 along with their comments and Companys responses thereto are annexed herewith as "Annexure C".

Internal Auditors

Pursuant to the provisions of Section 138 of Companies Act, 2013, the Board of Directors of the Company has reappointed M/s. RSM Astute Consulting Pvt Ltd, to conduct the Internal Audit of the Company for the financial year 2025-26. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit of the Company.

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 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 DirectorsRs.Report.

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. In line with the above,

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. Your Company 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 the Company 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 amount invested 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 the Company like lighting, diesel generators etc., abide by the guidelines laid out by the government.

The Company aims to reduce its impact on the environment by:

a. Monitoring the level of water and energy used along with the waste produced.

b. Targeting a reduction in the use of plastics, electricity and water, along with an increase in amount of waste that is recycled/ reused etc.

c. Increasing awareness on environment safety and engagement of employees in such measures.

d. Adopting sustainable practices designed to ensure the health and safety of Subexs employees, stakeholders, and the environment.

e. Operating its business in compliance with applicable environmental laws and regulations.

Technology Absorption, Adoption, Innovation And Product Development

Your Company is one of the first Product companies from India and is the first Product company from India in the Telecom domain.

a. Technology Absorption

The Subex teams have been actively exploring tools and technology evolution within Software & Telecom products industry and to improve time-to-market for our products and also the product quality.

The Software and Product development industry is being revolutionized by the AI & Agentic development tools and processes. Subexs teams have kept pace with and have rolled out use of AI tools. Over the last year:

• Roll out of Artificial Intelligence Software Development Life Cycle (‘AI SDLC) across the Product Engineering organization with a standard constitution

• Standardization of tools and processes

• Rapid prototyping, product development and GTM based on a Spec Driven Development approach

Looking ahead, in FY26-27, the Company is entering a phase of consolidating gains delivered by AI SDLC driven by structured processes and metrics, resulting in significant gain in time-to-market and productivity.

• Roll out of standardized tools for metrics capture side-by-side with AI SDLC

• Roll out Enterprise wide infrastructure to support the AI SDLC rollout

b. Benefits derived like product improvement, cost reduction, product development or import substitution

With the above measures:

• Test coverage improved, and continued reduction in defect leakage

• Engineering productivity improved across roadmap & support life cycles

• Multiple releases & new use cases rolled out to market over the year

c. Imported Technology (imported during the last three years reckoned from the beginning of the financial year)-

i. the details of technology imported

ii. the year of import

iii. whether the technology has been fully absorbed; and

iv. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

No specific technologies or tools were imported.

d. Expenditure incurred on Research and Development during the year is Rs. 2,595.37 lakhs.

During fiscal 2026, the Company sharpened its internal classification of R&D expenditure to align with prevailing industry practice, wherein routine product support and post-release maintenance activities are classified under operating cost of revenue rather than as R&D. On a comparable basis, R&D investment during the year is approximately 6% lower than the previous year, reflecting productivity gains from AI-led engineering and disciplined portfolio prioritisation.

The R&D spend during the year covers:

• HyperSense product development

• Continued development of the ROC product line

• Continued development of the PEM product line

• Continued development of next generation AI products

Foreign Exchange Inflow and Outflow

During the year 2025-26, total foreign exchange inflow and outflow of the Company is as follows:

i. Foreign Exchange inflow Rs. 30,357 lakhs (Previous Year Rs.19,458 lakhs)

ii. Foreign Exchange outflow Rs. 12,897 lakhs (Previous Year Rs.10,197 lakhs)

Corporate Social Responsibility

To enable contribution to society and other stakeholders, the Company has constituted the Corporate Social Responsibility Committee (CSR Committee). The Committee comprised of the following members as on March 31, 2026:

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 -G" to this report.

Subex Charitable T rust

Although the Company was not obligated to make contributions under the Corporate Social Responsibility (CSR) provisions during the financial year, it continued to uphold its commitment to social welfare through the Subex Charitable Trust (SCT). Established with the objective of

supporting underprivileged and marginalized communities, SCT undertakes various initiatives aimed at improving lives and fostering inclusive development. SCT is governed by a board of trustees elected from among the Companys employees, ensuring transparency, accountability, and employee engagement in its operations. For a detailed overview of the activities carried out by SCT during the year, please refer to Page 12 of the Annual Report.

Risk Management

The Company has 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 in the respective functions such as financial risks, information technology related risks, legal risks, accounting fraud risks, 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. In terms of the provisions of Section 134 of Companies Act, 2013 a Risk Management Report forms part of the Management Discussion & Analysis section of the Annual Report.

Human Resource Management

A detailed report on Human Resource management is given in the Management Discussion and Analysis Report, forming part of the Annual Report.

Credit Rating

As of March 31, 2026, the Company does not hold any credit rating.

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 Listing Regulations, 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 any 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, and 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 Companies Act, 2013, the Company 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 better customer experience. Summary of the audits are shared across organization to help understand strengths and weaknesses in the system. Peoples 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 improving the existing business continuity control on account of the changing threat landscape. Additionally, we continued to identify and involve relevant stakeholders to review and align the processes to Subexs Business objectives.

Vigil Mechanism/ Whistle Blower Policy

Policy on Sexual Harassment of Women At Workplace

Your 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 or IC) 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, three complaints were received by IC, all of them have been resolved.

Related Party Transactions

All related party transactions entered into during the financial year were at arms length basis and 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 were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit committee was 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, was 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 (wholly owned 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.

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".

Significant and Material Orders Passed By The Regulators or Courts

During the year, the Company received a refund of Rs.34.27 crores pursuant to an order issued under Section 254 of the Income-tax Act, 1961, for Assessment Years 2014-15 and 2015-16.

The Company further received a refund of Rs.11.57 crores pertaining to Assessment Years 2004-05, 2005-06, 2006- 07, 2007-08, and 2011-12.

Additionally, the Company received an order for refund dated January 5, 2026 under Section 154 of the Income-tax Act, 1961, for Assessment Year 2008-09. As per the order, the Company was entitled to a refund of Rs.2.37 crores, which was subsequently received in the financial year 2026-27.

Annual Return

Listing With Stock Exchanges

The Company has paid the Annual Listing Fees for the year 2025-26 and 2026-27 to the Stock ExchangesRs.where the Companys shares are listed i.e., the National Stock Exchange of India Ltd (‘NSE) and BSE Ltd (‘BSE).

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).

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, 2026, 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, 2026, 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, 2026, 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.

Other Disclosures

During the year under review:

a. Except as above no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and or its operations in future;

b. No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

c. The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

d. The Company has been compliant with the provisions relating to the Maternity Benefits Act, 1961.

e. No shares with differential voting rights and sweat equity shares have been issued;

f. No public deposits as defined under Chapter V of the Act have been accepted by the Company;

g. There has been no change in the nature of business of the Company.

Appreciation/Acknowledgement

Your Directors thank the customers, vendors, shareholders and bankers for their continued support during the year. We place on record our appreciation for the continued 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, and other State Government authorities and look forward to their support in all future endeavors.

Your Directors wish to place on record their deep appreciation to all Subexians for their unwavering hard work, dedication, and commitment, the collective efforts of whom continue to underpin the Companys sustained success.