Subex Limited has received regulatory fines from both major Indian stock exchanges for non-compliance with board composition requirements under SEBI regulations. The company disclosed this development through a formal communication dated February 28, 2026, addressed to both exchanges.

Regulatory Action Details

Both the National Stock Exchange of India Limited (NSE) and BSE Limited have imposed identical penalties on the company. The regulatory action encompasses specific violations and financial implications for the telecommunications software company.

Background of Non-Compliance

The regulatory violations stem from disruptions in the company's board structure that occurred in late 2025. The company has provided detailed context regarding the circumstances that led to the non-compliance situation.

The non-compliance originated from the unexpected cessation of three directors on September 29, 2025. Following this development, the Board convened on the subsequent day to address the composition requirements. The available board members, comprising two Independent Directors and one Executive Director, were used to constitute the Nomination and Remuneration Committee (NRC).

Remedial Measures and Timeline

Subex Limited took corrective action to address the compliance gap through strategic board appointments. The company successfully inducted an Independent Director into the Board on December 25, 2025. Subsequently, the NRC was re-constituted to ensure full compliance with the requirements of Regulation 19(1) of the SEBI LODR Regulations.

Financial and Operational Impact

The company has assessed the implications of the regulatory action on its business operations. According to the disclosure, there is no material impact on the financials, operations, or other activities of the company. The fines represent a regulatory penalty rather than an operational disruption.

Company's Response and Future Action

Subex Limited has emphasized that the non-compliance with SEBI LODR Regulations was unintentional in nature. The company is actively considering filing an application to the stock exchanges requesting a waiver of the imposed fines. This approach reflects the company's position that the violations were circumstantial rather than deliberate, arising from the unexpected departure of multiple directors simultaneously.

Subex Limited has released the transcript of its Q3FY26 earnings conference call held on February 11, 2026, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company filed the transcript with BSE Limited and National Stock Exchange of India Limited on February 17, 2026.

Financial Performance Highlights

During the earnings call, Managing Director and CEO Ms. Nisha Dutt reported strong Q3FY26 performance with sustained profitability across key metrics. The company delivered sequential growth with improved operational discipline reflecting in bottom-line performance.

Product Innovation and Market Expansion

A key highlight from the earnings call was the successful commercialization of FraudZap, which the company took from concept to paying customers within just one year. This product represents Subex's transition into AI-native solutions and addresses device fraud in the telecommunications market.

The management discussed FraudZap's market potential, with the device fraud market estimated at approximately $4.20 billion globally. The product enables faster revenue conversion compared to traditional RAFM solutions and can be implemented in MVNO environments, opening new market segments for the company.

Strategic Initiatives and Growth Drivers

Subex outlined multiple growth vectors during the call:

Horizon 1 Initiatives

• Expansion of Managed Services business with MS components in recent deals
• AI integration into existing ROC platform for current customers
• New fraud detection capabilities including device fraud, subscription fraud, and SIM swap

Horizon 2 Innovation

• Establishment of innovation lab for emerging fraud areas
• Research into account takeover solutions applicable beyond telecommunications
• GenAI-first approach to product development for faster market entry

Governance and Organizational Strengthening

The company successfully onboarded two independent directors, completing the board reconstitution process. The first board meeting with the new composition was held on February 10, 2026, which management described as constructive with healthy dialogue and diverse perspectives.

Additionally, Subex strengthened its leadership team with appointments of a new Head of HR and Legal Counsel, reinforcing focus on organizational depth and governance capabilities.

Market Presence and Deal Pipeline

The management confirmed strong order book supported by both new logo additions and renewals. Notable wins in Q3FY26 included fraud management engagement with a leading European operator, further strengthening the company's market footprint.

Future Outlook and Investment Plans

During the Q&A session, management expressed confidence in achieving double-digit growth, citing improved lead indicators including healthy pipeline, successful deal closures, and strong product portfolio. The company targets a "10 million quarter" as an aggressive internal goal.

Subex also indicated plans for potential tuck-in acquisitions using its cash reserves of approximately ₹154 crores, focusing on technology access or market entry opportunities rather than large-scale top-line acquisitions.

Regulatory Compliance

The earnings call transcript is available on the company's website at https://www.subex.com/investors/announcement-filing/#investor-analyst-call . The document was digitally signed by Company Secretary and Compliance Officer Ramu Akkili, ensuring compliance with regulatory disclosure requirements.

The comprehensive transcript provides detailed insights into Subex's strategic direction, product innovation capabilities, and management's outlook for sustainable growth in the telecommunications fraud management and business assurance market.