REG - Subex Limited - Outcome of the Board Meeting- October 31, 2018
November 02, 2018
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sir/Madam,
Sub: Subex Limited "The Company"-Outcome of the Board Meeting held on October 31, 2018.
Please be informed that the agenda items summarized hereunder were discussed and approved at the Board Meeting held today at Bengaluru:
· Unaudited consolidated financial results of the Company for the quarter and half year ended September 30, 2018.
· Appointment of Mr. Naga Shiva Shankar Roddam as the Chief Operating Officer of the Company with effect from January 07, 2019.
Pursuant to Regulation 33 (3) and Regulation 47 of the SEBI (LODR) Regulations, 2015 the Company has opted to publish the consolidated financial results. The standalone financial results, however, are being made available to the Stock Exchanges and are also being posted on the Company's website.
Enclosures:
The unaudited consolidated financial results of the Company for the quarter and half year ended September 30, 2018.
We request you to take the aforesaid notification on record.
Thanking you
Yours truly,
For Subex Limited
Anil Singhvi
Chairman & Independent Director
DIN:00239589
ENCL: As above.
SUBEX LIMITED
Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 103
Statement of Unaudited Consolidated Financial Results for the quarter and six months ended September 30, 2018
( Rs. in Lakhs)
1
2
3
4
(a)
(b)
(c)
(d)
(e
5
6 7
8
9
10
11
12
13
14
(a)
(b)
Particulars
Quarter ended
Year to date figures for the six months ended
Year ended
September 30, 2018
June 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
March 31, 2018
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Income
Revenue from operations
Other income
8,806
17
7,591
17
`
8,106
16
16,397
34
15,724
75
32,432
140
Total income (1+2)
8,823
7,608
8,122
16,431
15,799
32,572
Expenses
Employee benefits expense (Refer note 5)
Finance costs
Depreciation and amortisation expense
Exchange fluctuation (gain)/ loss, net
Other expenses
4,853 46 122
(283)
2,717
4,505
62
107
(528)
2,638
4,475
210
129
372
2,519
9,358 108 229
(811)
5,355
8,808
435
259 879
4,850
17,471
775
517
1,650 9,884
Total expenses
7,455
6,784
7,705
14,239
15,231
30,297
Profit before exceptional items and tax expense (3-4)
1,368
824
417
2,192
568
2,275
Exceptional items (Refer note 6)
-
-
-
-
-
1,166
Net profit before tax expense (5+6)
1,368
824
417
2,192
568
3,441
Tax expense, net
Current tax charge/ (credit)
Provision/ (reversal) - foreign withholding taxes (Refer note 8)
MAT charge
Deferred tax charge/ (credit) (Refer note 9)
38 208 - 491
70 210 - 149
(41)
91
62 1
108
418 -
640
53 289 35
(12)
(171)
789 53 702
Total tax expense
737
429
113
1,166
365
1,373
Net profit/ (loss) for the period/ year (7-8)
631
395
304
1,026
203
2,068
Other comprehensive income, net of tax expense
Items that will be reclassified subsequently to profit or loss:
Net exchange differences gain/ (loss) on translation of foreign operations
Items that will not be reclassified subsequently to profit or loss:
Re-measurement (loss)/ gain on defined benefits plan
295
(14)
(505)
(15)
291
7
(210)
(29)
575
(1)
(210)
(30)
Total other comprehensive income
281
(520)
298
(239)
574
(240)
Total comprehensive income for the period/ year (9+10)
912
(125)
602
787
777
1,828
Paid up equity share capital
[face value of Rs. 10 (March 31, 2018: 10)]
Other equity
Earnings per share (of Rs. 10/- each) (not annualised in case of the interim periods)
- Basic
- Diluted
56,200 -
0.11
0.11
56,200 -
0.07
0.07
56,200 -
0.05
0.05
56,200 -
0.18
0.18
56,200 -
0.04
0.04
56,200
21,745
0.37
0.37
SUBEX LIMITED
Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 103
Statement of Consolidated Assets and Liabilities
(Rs. in Lakhs)
Particulars
As at
September 30, 2018
March 31, 2018
Unaudited
Audited
A
1
2
B
1
2
3
4
ASSETS
Non-current assets
Property, plant and equipment
Goodwill on consolidation
Other intangible assets
Financial assets
Loans
Other balances with banks
Other financial assets
Income tax asset (net)
Deferred tax asset (includes MAT credit entitlement) Other non-current assets
Current assets
Financial assets
Loans
Trade receivables
Cash and cash equivalents
Other balances with banks
Other financial assets
Other current assets
Total assets (1+2)
EQUITY AND LIABILITIES
Equity
Equity share capital
Other equity Total equity
Liabilities
Non-current liabilities
Provisions
Deferred tax liabilities(net)
Current liabilities
Financial liabilities
Borrowings
Trade payables
Other financial liabilities
Other current liabilities
Provisions
Income tax liabilities (net)
Total liabilities (2+3)
Total equity and liabilities (1+4)
650 65,882
52
491 78 234 2,912 534
507
656 65,882 63
439 75 234 2,810 552
537
71,340
71,248
133 10,664 2,646 310 5,066 612
134 9,290
3,007 295 5,250 544
19,431
18,520
90,771
89,768
56,200
22,500
56,200
21,745
78,700
77,945
313
1,449
280
826
1,762
1,106
2,188 930 1,852
3,631 787
921
3,215
1,331
1,511
3,230 712
718
10,309
10,717
12,071
11,823
90,771
89,768
Notes:
1
2
3
4
5
6
7
8
9
10
11
12
13
The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on October 31, 2018.
The financial results have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016.
The financial results of Subex Limited (Standalone information):
(Rs. in Lakhs)
Particulars
Quarter ended
Year to date figures for the six months ended
Year ended
September 30, 2018
June 30, 2018
September 30, 2017
September 30, 2018
September 30, 2017
March 31, 2018
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Total income
Net (loss)/ profit before tax expense
Net (loss)/profit for the period/ year
Total comprehensive income for the period/ year
609
(533)
(534)
(538)
647
(973)
(973)
(974)
7,794
389
310
310
1,128
(1,506)
(1,507)
(1,512)
14,926
823
634
626
18,694
189
32
24
The Board of Directors of the Company in its meeting held on August 21, 2017 approved the restructuring of the Company's business by way of transfer of its Revenue Maximization Solutions and related businesses ("RMS business") and the Subex Secure and Analytics solutions and related businesses ("Digital business") to its subsidiaries, Subex Assurance LLP and Subex Digital LLP (together referred to as "LLPs"), respectively, hereinafter referred to as the "Restructuring", subject to shareholders and other requisite approvals, to achieve amongst other aspects, segregation of the Company's business into separate verticals to facilitate greater focus on each business vertical, higher operational efficiencies, and to enhance the Company's ability to enter into business specific partnerships and attract strategic investors at respective business levels, with an overall objective of enhancing shareholder value.
The shareholders of the Company approved the Restructuring by way of special resolution passed through postal ballot on September 23, 2017 and subsequently, the Board of Directors of the Company in its meeting held on October 4, 2017 approved November 1, 2017 to be the effective date of Restructuring.
Accordingly, effective November 1, 2017, the Company's RMS business and the Digital business have been transferred on a going concern basis for a consideration of Rs. 61,564 Lakhs and Rs. 1,869 Lakhs, respectively, in the form of Company's capital contribution in the aforesaid LLPs. Post such Restructuring, the Company continues to directly hold 99.99% share in the capital of, and in the profits and losses of, each of these LLPs and the entire economic interest as well as control and ownership of the RMS Business and Digital Business remains with the Company post such Restructuring.
Employee benefits expenses for the quarters ended September 30, 2018, June 30, 2018 and September 30, 2017 are net of reversal of provision no longer required, in respect of employee incentives relating to sales and delivery commissions, amounting to Rs. 35 Lakhs, Rs. Nil Lakhs and Rs. 156 Lakhs, respectively, that for the six months ended September 30, 2018 and September 30, 2017 amounting to Rs. 35 Lakhs and Rs. 302 Lakhs that for the year ended March 31, 2018 amounting to Rs. 725 Lakhs, respectively.
Represents foreign currency translation reserve gain recognised on account of liquidation of foreign subsidiary.
As at March 31, 2018, the Group assessed and concluded the carrying value of it's goodwill along with carrying value of related Cash Generating Units ('CGUs') to be appropriate, basis the valuation carried out by an external valuer. There is no change in the management's assessment as regards the aforementioned carrying value of it's goodwill along with carrying value of related CGU as at September 30, 2018.
Represents provision in respect of withholding taxes deducted/ deductible by the overseas customers of the Group.
Deferred tax charge/ (credit), comprises of deferred tax liability arising on account of tax benefits from amortisation of intangible assets of Subex Assurance LLP, net of deferred tax assets arising on account of carry forward losses and other taxable temporary differences, which arose mainly on account of business restructuring as detailed in note 4 above.
The Group is engaged in the business of software products and related services, which are monitored as a single segment by the Chief Operating Decision Maker, accordingly, these, in the context of Ind AS 108 on Operating Segments Reporting are considered to constitute one segment and hence the Group has not made any additional segment disclosures.
Ind AS 115 Revenue from Contracts with Customers, mandatory for reporting periods beginning on or after April 1, 2018, replaces existing revenue recognition requirements. Under the modified retrospective approach there were no significant adjustments required to the retained earnings at April 1, 2018. Also, the application of Ind AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the financial results.
The Board of Directors and the shareholders of the Company in their respective meetings held on July 31, 2018 approved "Subex Employees Stock Option Scheme - 2018" (hereinafter referred to as the "ESOP Scheme 2018") in accordance with all the applicable provisions of the Companies Act, 2013 and the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations") to be administered through Subex Employee Welfare and ESOP Benefit Trust (hereinafter referred to as the "ESOP Trust"). The ESOP Trust was registered as per provisions of Indian Trust Act, 1882 on September 6, 2018 and is authorised to acquire shares of the Company through secondary market for providing such share-based payments to its employees. The ESOP Trust is consolidated in the standalone financial results of the Company and the shares reacquired and held by ESOP Trust are treated as treasury shares and recognised at cost and deducted from other equity.
Pursuant to Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has opted to publish the consolidated financial results. The standalone financial results, however, are being made available to the Stock Exchanges where the securities of the Company are listed and are also being posted on the Company's website www.subex.com.
Place: Bengaluru Vinod Kumar Padmanabhan Date: October 31, 2018 Managing Director & CEO
For further details on the results, please visit our website: www.subex.com
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