30 Jan 2019 07:00
January 30, 2019
To
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LS
Dear Sir/Madam,
Dear Sir/Madam,
Sub: Subex Limited "The Company"-Outcome of the Board Meeting held on January 29, 2019.
Please be informed that the agenda items summarized hereunder were discussed and approved at the Board and Committee Meetings held today at Bengaluru:
· Unaudited consolidated financial results of the Company for the quarter and nine months ended December 31, 2018.
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.
Please find enclosed:
The unaudited consolidated financial results of the Company for the quarter and nine months ended December 31, 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 nine months ended December 31, 2018
(Rs. in Lakhs) |
|
| Quarter ended | Year to date figures for the nine months ended | Year ended | |||
| Particulars | December 31, 2018 | September 30, 2018 | December 31, 2017 | December 31, 2018 | December 31, 2017 | March 31, 2018 |
|
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited |
| Income |
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1 | Revenue from operations | 8,228 | 8,806 | 8,643 | 24,625 | 24,367 | 32,432 |
2 | Other income | 27 | 17 | 28 | 61 | 103 | 140 |
3 | Total income (1+2) | 8,255 | 8,823 | 8,671 | 24,686 | 24,470 | 32,572 |
4 | Expenses |
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(a) | Employee benefits expense (Refer note 5) | 4,872 | 4,853 | 4,444 | 14,230 | 13,252 | 17,471 |
(b) | Finance costs | 54 | 46 | 282 | 162 | 717 | 775 |
(c) | Depreciation and amortisation expense | 116 | 122 | 155 | 345 | 414 | 517 |
(d) | Exchange fluctuation loss/ (gain), net | 128 | (283) | 324 | (683) | 1,203 | 1,650 |
(e) | Other expenses | 2,599 | 2,717 | 2,454 | 7,954 | 7,304 | 9,884 |
| Total expenses | 7,769 | 7,455 | 7,659 | 22,008 | 22,890 | 30,297 |
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5 | Profit before exceptional items and tax expense (3-4) | 486 | 1,368 | 1,012 | 2,678 | 1,580 | 2,275 |
6 | Exceptional items (Refer note 6) | - | - | - | - | - | 1,166 |
7 | Net profit before tax expense (5+6) | 486 | 1,368 | 1,012 | 2,678 | 1,580 | 3,441 |
8 | Tax expense, net |
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| Current tax charge/ (credit) | 68 | 38 | 11 | 176 | (44) | (171) |
| Provision/ (reversal) - foreign withholding taxes (Refer note 8) | 227 | 208 | 148 | 645 | 545 | 789 |
| MAT charge | - | - | 18 | - | 53 | 53 |
| Deferred tax charge/ (credit) (Refer note 9) | (15) | 491 | 474 | 625 | 462 | 702 |
| Total tax expense | 280 | 737 | 651 | 1,446 | 1,016 | 1,373 |
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9 | Net profit for the period/ year (7-8) | 206 | 631 | 361 | 1,232 | 564 | 2,068 |
10 | Other comprehensive income, net of tax expense Items that will be reclassified subsequently to profit or loss: |
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| Net exchange differences (loss)/ gain on translation of foreign operations | (298) | 295 | 1 | (508) | 576 | (210) |
| Items that will not be reclassified subsequently to profit or loss: |
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| Re-measurement loss on defined benefits plan | (15) | (14) | (4) | (44) | (5) | (30) |
| Total other comprehensive income | (313) | 281 | (3) | (552) | 571 | (240) |
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11 | Total comprehensive income for the period/ year (9+10) | (107) | 912 | 358 | 680 | 1,135 | 1,828 |
12 | Paid up equity share capital [face value of Rs. 10 (March 31, 2018: Rs. 10)] | 56,200 | 56,200 | 56,200 | 56,200 | 56,200 | 56,200 |
13 | Other equity | - | - | - | - | - | 21,745 |
14 | Earnings per share (of Rs. 10/- each) (not annualised in case of the interim periods) |
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(a) | - Basic | 0.04 | 0.11 | 0.06 | 0.22 | 0.10 | 0.37 |
(b) | - Diluted | 0.04 | 0.11 | 0.06 | 0.22 | 0.10 | 0.37 |
|
Notes:
1 The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on January 29, 2019.
2 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.
3 The financial results of Subex Limited (Standalone Information):
| Quarter ended | Year to date figures for the nine months ended | Year ended | |||
December 31, 2018 | September 30, 2018 | December 31, 2017 | December 31, 2018 | December 31, 2017 | March 31, 2018 | |
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited | |
Total income | 297 | 609 | 2,884 | 1,405 | 17,810 | 18,694 |
Net (loss)/ profit before tax expense | (801) | (533) | (445) | (2,307) | 378 | 189 |
Net (loss)/profit for the period/ year | (801) | (534) | (420) | (2,308) | 214 | 32 |
Total comprehensive income for the period/ year | (803) | (538) | (424) | (2,315) | 202 | 24 |
4 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.
5 Employee benefits expenses for the quarters ended December 31, 2018, September 30, 2018 and December 31, 2017 are net of reversal of provision no longer required, in respect of employee incentives relating to sales and delivery commissions, amounting to Rs.Nil , Rs 35 Lakhs and Rs 81 Lakhs, respectively, that for the nine months ended December 31, 2018 and December 31, 2017 amounting to Rs 35 Lakhs and Rs 383 Lakhs that for the year ended March 31, 2018 amounting to Rs 725 Lakhs, respectively.
6 Represents foreign currency translation reserve gain recognised on account of liquidation of foreign subsidiary.
7 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 December 31, 2018.
8 Represents provision in respect of withholding taxes deducted/ deductible by the overseas customers of the Group.
9 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.
10 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.
11 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.
12 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.
13 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: Bangalore
Date: January 29, 2019
Vinod Kumar Padmanabhan Managing Director & CEO
For further details on the results, please visit our website: www.subex.com