4 May 2018 15:00
May 4, 2018
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sirs,
Sub: Subex Limited 'The Company'- Outcome of the Board Meeting held on May 4, 2018
Please be informed that the agenda items stated hereunder were discussed and approved at the Board Meeting held today at Bengaluru:
· Approval of the audited standalone and consolidated Financial Results of the Company for the quarter and year ended March 31, 2018.
· Approval of the audited standalone and consolidated Financial Statements of the Company for the year ended March 31, 2018.
· Resignation of Mr. Ashwin Chalapathy, Non-Independent, Non-Executive Director of the Company with effect from May 4, 2018.
Please find enclosed:
· The consolidated Financial Results of the Company for the year ended March 31, 2018.
We request you to take the aforesaid notification on record.
Yours faithfully
For and on behalf of Subex Limited
Arjun Makhecha
Acting Company Secretary
SUBEX LIMITED Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 103 Statement of Audited Consolidated Financial Results for the quarter and year ended March 31, 2018 ( in Lakhs) | ||||||
Particulars | Quarter ended | Year ended | ||||
March 31, 2018 | December 31, 2017 | March 31, 2017 | March 31, 2018 | March 31, 2017 | ||
Audited | Unaudited | Audited | Audited | Audited | ||
1 2 3 4 (a) (b) (c) (d) (e) 5 6 7 8 9 10 11 12 13 14 (a) (b) | Income Revenue from operations Other income (Refer note 5) | (Refer note 12) | (Refer note 12) | |||
8,065 37 | 8,643 28 | 9,485 263 | 32,432 140 | 35,733 1,154 | ||
Total income (1+2) | 8,102 | 8,671 | 9,748 | 32,572 | 36,887 | |
Expenses Employee benefits expense (Refer note 6) Finance costs Depreciation and amortisation expense Exchange fluctuation loss/ (gain), net Other expenses | 4,219 58 103 447 2,580 | 4,444 282 155 324 2,454 | 3,582 508 139 647 3,115 | 17,471 775 517 1,650 9,884 | 15,871 2,040 495 (698) 11,651 | |
Total expenses | 7,407 | 7,659 | 7,991 | 30,297 | 29,359 | |
Profit before exceptional items and tax (3-4) | 695 | 1,012 | 1,757 | 2,275 | 7,528 | |
Exceptional items, net (Refer note 7) | 1,166 | - | (10,890) | 1,166 | (10,890) | |
Net profit/ (loss) before tax (5+6) | 1,861 | 1,012 | (9,133) | 3,441 | (3,362) | |
Tax expense, net Current tax charge/(credit) Provision/(reversal) - foreign withholding taxes (Refer note MAT charge / (credit) Deferred tax charge/ (credit) (Refer note 10) | (127) 244 - 240 | 11 148 18 474 | 17 314 (94) - | (171) 789 53 702 | 243 812 (94) - | |
Total tax expense | 357 | 651 | 237 | 1,373 | 961 | |
Net profit/ (loss) for the period / year (7-8) | 1,504 | 361 | (9,370) | 2,068 | (4,323) | |
Other comprehensive income, net of tax Items that will be reclassified subsequently to profit or loss: Net exchange differences on translation of foreign operations Items that will not be reclassified subsequently to profit or loss: Re-measurement (loss)/ gain on defined benefit plans | (786) (25) | 1 (4) | 212 63 | (210) (30) | (1,344) (32) | |
Total other comprehensive income | (811) | (3) | 275 | (240) | (1,376) | |
Total comprehensive income for the period/ year (9+10) | 693 | 358 | (9,095) | 1,828 | (5,699) | |
Paid up equity share capital [face value of 10 (March 31, 2017: 10)] Other equity Earnings/(loss) per share (of 10/- each) (not annualised in case of the interim periods) - Basic - Diluted | 56,200 - 0.27 0.27 | 56,200 - 0.06 0.06 | 50,691 - (1.85) (1.85) | 56,200 21,745 0.37 0.37 | 50,691 17,718 (0.85) (0.85) | |
SUBEX LIMITED Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 103 Statement of Consolidated Assets and Liabilities ( in Lakhs) | |||
A | Particulars | As at | |
March 31, 2018 | March 31, 2017 | ||
Audited | Audited | ||
ASSETS Non-current assets Property, plant and equipment | 656 | 785 | |
Goodwill on consolidation | 65,882 | 65,882 | |
Other intangible assets | 63 | 138 | |
Financial assets Loans | 439 | 399 | |
Other balances with banks | 75 | 258 | |
Other financial assets | 234 | 234 | |
Income tax asset (net) | 2,810 | 1,977 | |
Deferred tax asset (including MAT credit entitlement) | 552 | 478 | |
Other non-current assets Current assets Financial assets Loans | 537 | 564 | |
71,248 | 70,715 | ||
134 | 196 | ||
Trade receivables | 9,290 | 11,851 | |
Cash and cash equivalents | 3,007 | 7,386 | |
Other balances with banks | 295 | - | |
Other financial assets | 5,250 | 4,508 | |
B | Other current assets Total Assets EQUITY AND LIABILITIES Equity Equity share capital Other equity | 544 | 1,013 |
18,520 | 24,954 | ||
89,768 | 95,669 | ||
56,200 | 50,691 | ||
Total equity Liabilities Non-current liabilities Provisions | 21,745 | 17,718 | |
77,945 | 68,409 | ||
280 | 297 | ||
Deferred tax liabilities(net) Current liabilities Financial liabilities Borrowings | 826 | - | |
1,106 | 297 | ||
3,215 | 8,590 | ||
Trade payable | 1,331 | 1,805 | |
Other financial liabilities | 1,511 | 11,922 | |
Other current liabilities | 3,230 | 3,085 | |
Provisions | 712 | 677 | |
Income tax liabilities (net) Total liabilities Total equity and liabilities | 718 | 884 | |
10,717 | 26,963 | ||
11,823 | 27,260 | ||
89,768 | 95,669 | ||
Notes: | ||||||
1 2 3 4 5 6
8 9 10 11 12 13 14 | The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on May 4, 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): ( in Lakhs) | |||||
Particulars | Quarter ended | Year ended | ||||
March 31, 2018 | December 31, 2017 | March 31, 2017 | March 31, 2018 | March 31, 2017 | ||
Audited | Unaudited | Audited | Audited | Audited | ||
Total income Net profit/(loss) before tax Net profit/(loss) for the period/ year Total comprehensive income for the period/ year | (Refer note 12) | (Refer note 12) | ||||
286 (189) (182) (178) | 2,884 (445) (420) (424) | 8,958 (3,239) (3,353) (3,299) | 18,096 189 32 24 | 33,694 (429) (683) (716) | ||
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 ₹ 61,564 Lakhs and ₹ 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. Other income for the quarters ended March 31, 2018, December 31, 2017, and March 31, 2017, includes write back of withholding taxes paid earlier in respect of interest on FCCBs, which is no longer payable on account of conversion of FCCBs into equity shares of the Company, amounting to ₹ Nil, ₹ Nil and ₹ 205 Lakhs, respectively, that for the year ended March 31, 2018 and March 31, 2017 amounting to ₹ 30 Lakhs and ₹ 1,037 Lakhs, respectively. Such, write back of withholding taxes has been adjusted with other withholding taxes liabilities of the Company. Employee benefits expenses for the quarters ended March 31, 2018, December 31, 2017 and March 31, 2017 are net of reversal of provision no longer required, in respect of employee incentives relating to sales and delivery commissions, amounting to ₹ 342 Lakhs, ₹ 81 lakhs and ₹ 700 Lakhs, respectively, that for the year ended March 31, 2018 and March 31, 2017 amounting to ₹ 725 Lakhs and 700 Lakhs. respectively. Exceptional items: ( in Lakhs) | ||||||
Particulars | Quarter ended | Year ended | ||||
March 31, 2018 | December 31, 2017 | March 31, 2017 | March 31, 2018 | March 31, 2017 | ||
Audited | Unaudited | Audited | Audited | Audited | ||
Loss on impairment of goodwill Foreign currency translation reserve gain on liquidation of subsidiary | (Refer note 12) | (Refer note 12) | ||||
- 1,166 | - - | (10,890) - | - 1,166 | (10,890) | ||
Total | 1,166 | - | (10,890) | 1,166 | (10,890) | |
As at March 31, 2018, the Group assessed the carrying value of it's goodwill along with carrying value of related Cash Generating Units ('CGUs'), basis the valuation carried out by an external valuer. Basis the aforesaid valuation, the management is of the view that, the carrying value of its goodwill as at March 31, 2018 is appropriate. 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. The figures of last quarter of current year and previous year are the balancing figures between the audited figures in respect of the full financial year and the published unaudited year to date figures for the nine months of the respective year. Previous period figures have been regrouped/ reclassified, wherever necessary to confirm to current period's classification. 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. | ||||||
Bengaluru Vinod Kumar Padmanabhan Date: May 04, 2018 Managing Director & CEO For further details on the results, please visit our website: www.subex.com | ||||||