Disclosure under Regulation 30 of SEBI (LODR) Regulations, 2015 - Postal Ballot Notice

August 13, 2026 The Secretary The Secretary BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor, Plot no. C/l Dalal Street, G Block, Bandra-Kurla Complex Mumbai- 400 001 Bandra (E), Mumbai - 400 051 BSE Scrip Code: 532348 NSE Symbol: SUBEXLTD Dear Sir/Madam, Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find the attached copy of the Postal Ballot Notice dated August 5, 2026, along with the explanatory statement, seeking approval of the members of the Company, by way of remote e-voting process (“e-voting”) for: 1. Formulation and Implementation of a new ESOP Scheme, namely ‘Subex Employees Stock Option Scheme 2026’ 2. Grant of Stock Options to the employees of Company’s subsidiaries under the Employee Stock Option Scheme 2026 3. Authorization to ‘Subex Employee Welfare and ESOP Benefit Trust’ for acquisition of Company’s shares in the secondary market 4. Grant of loan to Subex Employee Welfare and ESOP Benefit Trust Postal Ballot Notice is being sent only through electronic mode to all the members whose e-mail address is registered with the Company / Company’s Registrar and Transfer Agent / Depository Participants / Depositories. The Company has engaged the services of National Securities Depository Limited (NSDL), as the agency to provide e-voting facility. The e-voting facility will be available during the following period: Commencement of e-voting 9:00 A.M. (IST) on Friday, August 14, 2026 End of e-voting 5:00 P.M. (IST) on Saturday, September 12, 2026 The Postal Ballot Notice is also available on the Company's website at https://www.subex.com/investors/investor-information/#postal-ballot Kindly take the same on record. Thanking you, Yours faithfully, For Subex Limited Ramu Akkili Company Secretary & Compliance Officer Encl: as above Subex Limited (CIN: L85110KA1994PLC016663) Regd. Office: Pritech Park - SEZ, Block-09, 4th Floor, B Wing, Sy No. 51-64/4,ORR, Bellandur Village, Varthur Hobli Bengaluru-560103 Phone: +91 80 3745 1377 Email : investorrelations@subex.com, Website: www.subex.com POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014) Dear Member(s), Notice is hereby given that the resolutions set out below are proposed for approval by the Members of Subex Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular No.03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (“MCA Circular”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). SPECIAL BUSINESS 1. FORMULATION AND IMPLEMENTATION OF A NEW ESOP SCHEME, NAMELY ‘SUBEX EMPLOYEES STOCK OPTION SCHEME 2026’ To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the applicable provisions of the Companies Act, 2013 ("the Act”), including any statutory modification(s) or re-enactment of the Act, read with rules framed thereunder and the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations”) (including any statutory modifications or re-enactment(s) thereof for the time being in force) and in accordance with circular(s)/guidelines issued by SEBI, the provisions of the Memorandum and Articles of Association of the Company and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modifications or re-enactment(s) thereof for the time being in force) and subject to such conditions and modifications as may be prescribed or imposed by such authorities while granting such approvals, consents, permissions and sanctions agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board”), the consent of the Members be and is hereby accorded to formulate a new ESOP Scheme namely "Subex Employees Stock Option Scheme - 2026 (hereinafter referred to as "ESOP 2026 /the Scheme”), for such number of shares not exceeding 5% of the paid up equity share capital of the Company as on March 31, 2026 and that the same be implemented through the Subex Employee Welfare and ESOP Benefit Trust (“ESOP Trust”). RESOLVED FURTHER THAT the ESOP Trust is hereby authorized to hold the shares so acquired, transfer and deal in shares of the Company for the benefit of all present and future employees who /shall be in the permanent employment of the Company whether working in India or out of India, including Directors of the Company whether Whole-Time Directors or not, (but excluding Promoter, Promoter Group, Independent Directors, and a Director who either himself or through his relative or through any body- corporate, directly or indirectly, holds more than ten per cent of the outstanding equity shares of the Company) (all such persons are hereinafter collectively referred to as "Employees”) under the Scheme, such number of equity shares of the Company and/ or equity linked instruments (hereinafter collectively referred to as "Securities”) not exceeding the limits under Regulation 3(10) and Regulation 3(11) of the SEBI ESOP Regulations (or such other adjusted figure for any bonus or stock splits or consolidations or merger or other re-organization of the capital structure of the Company as may be applicable from time to time). RESOLVED FURTHER THAT the number of Employee Stock Options that may be granted to any Employee in any financial year and in aggregate under the ESOP-2026 shall not be greater than 25,00,000 (twenty-five lakh) options.” 2. GRANT STOCK OPTIONS TO THE EMPLOYEES OF COMPANY’S SUBSIDIARIES UNDER THE EMPLOYEE STOCK OPTION SCHEME 2026 To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the applicable provisions of the Companies Act, 2013 ("the Act”), including any statutory modification(s) or re-enactment of the Act, read with rules framed thereunder and the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations”) (including any statutory modifications or re-enactment(s) thereof for the time being in force) and in accordance with circular(s)/guidelines issued by SEBI, the provisions of the Memorandum and Articles of Association of the Company and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modifications or re-enactment(s) thereof for the time being in force )and subject to such conditions and modifications as may be prescribed or imposed by such authorities while granting such approvals, consents, permissions and sanctions agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board”), consent of the Members, be and is hereby accorded to extend the grant of options under the "Subex Employees Stock Option Scheme - 2026 (hereinafter referred to as "t [Showing first 8,000 characters — download PDF for full document]