SUBX.L Regulatory News (SUBX)

SUBEX LTD

Registered office: RMZ Ecoworld, Outer Ring Road, Devarabisanahalli, Bangalore - 560 037

Statement of Consolidated Audited Results for the Quarter and year ended March 31 2014

PART - I (Rs. In Lakhs except per share data)

CONSOLIDATED

Particulars

Three Months ended

Preceding 3 months ended

Corresponding 3 months ended

For the year ended

Previous Year ended

31/03/2014

31/12/2013

31/03/2013

31/03/2014

31/03/2013

1

2

(a)

(b)

(c)

(d)

(e)

3

4

5

6

(a)

(b)

(c)

7

8

9

10

11

Income From Operations:

Net Sales/ Income From Operations Product & Product related Services

Audited (Refer Note 12)

Unaudited

Audited (Refer Note 12)

Audited

Audited

8,541

-

9,144

-

7,959

37

34,005

-

30,734

2,324

Total Income From Operations (Net)

8,541

9,144

7,996

34,005

33,058

Expenses:

Cost of Hardware, Software & Services

Employee Benefits Expense and Sub-contract charges Other Expenditure

Depreciation and Amortisation Expense Exchange Fluctuation (Gain)/Loss-Net

286

4,417

2,041

63

1,084

202

4,544

1,753

60

1,379

197

4,186

1,569

87

441

956

17,929

6,893

248

1,677

817

20,669

6,981

427

655

Total Expenses

7,891

7,938

6,480

27,703

29,549

Profit / (Loss) From Operations before Other Income, Finance costs and Exceptional items (1-2)

650

1,206

1,516

6,302

3,509

Other Income

578

3

12

450

89

Profit / (Loss) From Ordinary activities before Finance costs and Exceptional items (3+4)

1,228

1,209

1,528

6,752

3,598

Finance Costs

Interest on FCCB ( Refer Note 10) Interest on Term Loan ( Refer Note 10) Other Borrowing Cost

886

219

558

896

215

651

775

112

755

3,422

840

2,486

2,212

386

2,612

Profit / (Loss) From Ordinary activities after Finance costs but before Exceptional items (5+6)

(435)

(553)

(114)

4

(1,612)

Exceptional Items (Refer Note 2)

220

-

-

220

3,997

Profit / (Loss) From Ordinary activities before Tax (7+8)

(655)

(553)

(114)

(216)

(5,609)

Tax Expense (Net)

#REF!

291

43

#REF!

386

Net Profit / (Loss) From Ordinary activities after Tax (9+10)

(Refer Note 4 )

#REF!

(844)

(157)

#REF!

(5,995)

12

13

Paid up Share Capital

- Equity (Face value of Rs. 10/-)

Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year

16,664

-

16,664

-

16,664

-

16,664

698

16,664

5,836

14

Earnings per share (before extraordinary items) (of Rs. 10/- each) (not annualised in case of the interim periods):

Basic Diluted

(0.73)

(0.73)

(0.51)

(0.51)

(0.01)

(0.01)

(0.70)

(0.70)

(4.40)

(4.40)

PART - II

A

1

2

PARTICULARS OF SHAREHOLDING

Aggregate of Public shareholding:*

Number of shares

Percentage of holding (to total shareholding)

Promoters and promoter group

Shareholding

a) Pledged/Encumbered

- Number of shares

- Percentage of shares (as a % of the total shareholding of

promoter and promoter group)

- Percentage of shares (as a% of the total share capital of the

company)

b) Non-encumbered

- Number of Shares

- Percentage of shares (as a% of the total shareholding of

promoter and promoter group)

- Percentage of shares (as a % of the total share capital of the

company)

158,366,608

95.04%

6,474,044

100.00%

3.89%

- 0.00%

0.00%

158,366,608

95.04%

6,474,044

100.00%

3.89%

- 0.00%

0.00%

149,946,715

89.98%

8,474,044

100.00%

5.09%

- 0.00%

0.00%

158,366,608

95.04%

6,474,044

100.00%

3.89%

- 0.00%

0.00%

149,946,715

89.98%

8,474,044

100.00%

5.09%

- 0.00%

0.00%

* Total public shareholding as defined under clause 40A of the listing agreement (excludes underlying shares for GDRs)

Global Depository Reciepts

Three Months ended 31/03/2014

Preceding 3 months ended 31/12/2013

Corresponding 3 months ended 31/03/2013

For the year ended 31/03/2014

For the Twelve Months ended 31/03/2013

- Number of underlying Equity Shares

- Percentage of Share Holding

17,99,310

1,799,310

6,989,399

17,99,310

69,89,399

1.08%

1.08%

4.19%

1.08%

4.19%

B

STATEMENT OF ASSETS AND LIABILITIES Rs. in Lakhs

A 1

(a)

(b)

2

(a)

(b)

(c)

(d)

3

(a)

(b)

(c)

(d)

B

1

(a)

(b)

(c)

(d)

(e)

2

(a)

(b)

(c)

(d)

Particulars

As At

As At

31/03/2014

31/03/2013

Audited

Audited

EQUITY AND LIABILITIES

Shareholders' Funds

Share capital Reserves and Surplus

Sub-total - Shareholders' funds Non-current Liabilities

Long-term Borrowings

Deferred Tax Liabilities(net) Other Long-term Liabilities Long-term Provisions

Sub-total - Non-current liabilities

Current Liabilities

Short-term Borrowings

Trade Payables - Other than acceptances Other Current Liabilities

Short-term Provisions

Sub-total - Current liabilities

16,664

698

16,664

5,836

17,362

60,245

- 5,546

602

22,500

53,769

- 533

554

66,393

16,016

5,253

4,061

349

54,856

19,388

4,864

6,842

348

25,679

31,442

TOTAL - EQUITY AND LIABILITIES (1+2+3)

109,434

108,798

ASSETS

Non-current Assets

Fixed Assets

Goodwill on Consolidation Deferred tax assets (net)

Long-term Loans & Advances Other Non-current Assets

Sub-total - Non-current assets

Current Assets

Trade Receivables

Cash and Bank Balances

Short-term Loans & Advances Other Current Assets

Sub-total - Current assets

598

85,642

- 2,412

1,425

467

85,642

141

2,646

1,314

90,077

10,058

4,793

949

3,557

90,210

7,333

5,083

998

5,174

19,357

18,588

TOTAL - ASSETS (1+2)

109,434

108,798

Notes :

1

2

3

4

The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on May 29th, 2014.

Exceptional items comprise - Rs in Lakhs

Particulars

Three Months ended 31/03/2014

Preceding 3 months ended 31/12/2013

Corresponding 3 months ended 31/03/2013

For the year ended 31/03/2014

Previous Year ended 31/03/2013

Audited (Refer Note 12)

Unaudited

Audited (Refer Note 12)

Audited

Audited

Goodwill Impairment*

-

-

-

-

927

Exceptional Provision for Doubtful trade and other receivables**/#

220

-

-

220

3,070

TOTAL

220

-

-

220

3,997

\* The company had impaired goodwill outstanding in books pertaining to its services business during the year ended March 31, 2013. As an impairment in goodwill is not considered to be regular adjustment in the results, the same had been categorised as an exceptional item.

**During the year ended March 31, 2013, the Company had carried out an assessment of its receivables and an amount of Rs. 3,070 lakhs had been provided towards doubtful receivables. Considering that the amount of provision towards doubtful receivables was significant and relevant in understanding the financial performance, it had been disclosed separately under exceptional item.

# Represents provisions relating to Services segment discontinued with effect from 01.04.2013

Summary of key standalone financial results is as follows: Rs in Lakhs

Particulars

Three Months ended 31/03/2014

Preceding 3 months ended 31/12/2013

Corresponding 3 months ended 31/03/2013

For the year ended 31/03/2014

Previous Year ended 31/03/2013

Audited (Refer

Note 12)

Unaudited

Audited (Refer

Note 12)

Audited

Audited

Net Sales/ Income from Operations

7,340

8,203

6,942

29,367

26,556

Profit / (Loss) from ordinary activities before tax

(2,316)

(671)

(636)

(2,806)

(3,457)

Profit / (Loss) from ordinary activities after tax

(2,683)

(799)

(636)

(2,953)

(3,457)

As permitted under the Proposal approved by the Hon'ble High Court of Karnataka, which was given effect in the year ended March 31, 2011, the Company transferred certain amounts standing to the credit of Capital Reserve to the Business Restructuring Reserve (BRR) and utilised the same for permitted utilisations as under. Had the Proposal not provided for the above accounting treatment :

(Rs in Lakhs except per share data)

Particulars

Three Months ended 31/03/2014

Preceding 3 months ended 31/12/2013

Corresponding 3 months ended 31/03/2013

For the year ended 31/03/2014

Previous Year ended 31/03/2013

Audited (Refer Note 12)

Unaudited

Audited (Refer Note 12)

Audited

Audited

Revenue would have been lower by

Other Expenditure would have been higher by

Expenses termed as Exceptional Items would have been higher /(lower) by

Net (loss) / profit would have been (higher) / lower by

-

-

-

-

-

-

-

-

-

-

-

- 81

-

(81)

959

- 359

(1,318)

Earnings / ( Loss) Per Share would have been

-Basic

- Diluted

(0.73)

(0.73)

(0.51)

(0.51)

(0.01)

(0.01)

(0.75)

(0.75)

(5.35)

(5.35)

5

6

7

Pursuant to the approval of the holders of "US$ 180 Million 2% convertible unsecured bonds", [of which US$ 39 Million was outstanding ("FCCBs I")] and "US$ 98.7 Million 5% convertible unsecured bonds", [of which US$ 54.8 was outstanding ("FCCBs II")], at their respective meetings held on July 5, 2012 and exchange offers received under the exchange offer memorandum dated June 13, 2012, holders of US$ 38 Million out of FCCBs I and US$ 53.4 Million out of FCCBs II offered their bonds for exchange. Consequently, secured bonds of US$ 127.721 million ("FCCBs III") were issued with maturity date of July 7, 2017, having a conversion price of Rs.22.79 per equity share and coupon of 5.70% p.a. payable semi-annually on the outstanding bonds. In accordance with the terms of FCCBs III, principal amount of US$ 36.321 Million were mandatorily converted into equity shares at the aforesaid conversion price in July 2012. The company has been legally advised that there is no tax incidence arising from the above restructuring. Further, the maturity period of the un-exchanged portion of FCCBs I of US$ 1 Million and FCCBs II of US$ 1.4 Million stands extended to March 9, 2017, with its other terms and conditions remaining unchanged.

The Company has issued 72,55,848 equity shares upon conversion of FCCBs of principal amount of US$ 29,50,000 by the holder(s) of Company's US$ 91.10 million 5.70% Convertible Secured Bonds. Post the conversion, FCCBs aggregating to US$ 88.15 million are outstanding under the said Bonds.

There have been no conversions during the quarter.

During the year ended March 31, 2014 , the Company has assessed the carrying value of goodwill arising from its investment in its subsidiary viz. Subex Americas Inc., amounting to Rs.18,606 Lakhs. Based on the management's assessment, there is no impairment of such goodwill taking into account the future operational plans and cash flows as prepared by the management and accordingly, no impairment loss is required to be recognized at this stage.

The excess of the managerial remuneration paid to the directors over the limits prescribed in Schedule XIII of the Companies Act, 1956 for the financial year ended March 31, 2013 amounting to Rs.124 Lakhs is being treated as monies due from such directors, considered as recoverable and being held by them in trust for and behalf of the Company.The Company has taken necessary steps for recovery of the above amounts and these items along with other claims are a subject matter of arbitration which is in progress.

8

1

(a)

(b)

2

(a)

(b)

(a)

(b)

3

SEGMENT REPORTING: (Rs in Lakhs)

Segment Revenue: Products & Product related Services ( Refer Note 9)

Consolidated

Three Months ended

Preceding 3 months ended

Corresponding 3 months ended

For the year ended

Previous Year ended

31/03/2014

31/12/2013

31/03/2013

31/03/2014

31/03/2013

Audited (Refer Note 12)

Unaudited

Audited (Refer Note 12)

Audited

Audited

8,541

-

9,144

-

7,959

37

34,005

-

30,734

2,324

8,541

9,144

1,264

-

7,996

1,644

(116)

34,005

6,935

-

33,058

4,203

(605)

Segment Profit/(Loss) before tax, interest & exceptional Items

Products & Product related Services ( Refer Note 9)

Less: Interest (Net)

Less : Other Unallocable expenses Less : Exceptional items [Net] Products & Product related Services

Profit Before Taxation

Details of Capital Employed

(a) Product & Product related

(b) Services ( Refer Note 9)

(c) Unallocated

1,248

-

1,248

1,626

57

220

-

-

(655)

99,162

- (81,801)

1,264

1,762

55

-

-

(553)

98,862

230

(83,327)

1,528

1,642

-

-

-

(114)

97,200

(267)

(74,434)

6,935

6,710

221

220

-

(216)

99,163

- (81,801)

3,598

5,210

-

3,070

927

(5,609)

97,200

(267)

(74,434)

9

10

11

12

13

The Services business has been discontinued with effect from 01.04.2013.

Finance Cost includes deferred interest on FCCB amounting to Rs. 3422 lakhs and Rs. 886 lakhs in respect of year and quarter ended 31st March 2014 respectively, the same being payable on redemption on 7th July 2017. Further interest on term loan amounting to Rs.408 lakhs and Rs.107 lakhs in respect of year and quarter ended 31st March 2014 respectively is due to be paid in 21st August 2016.

Previous period / year figures have been re-grouped and/or re-arranged to conform with the current period.

The figures of the last quarter are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the relevant financial year.

Pursuant to clause 41 of the Listing Agreement, 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.

Certain statements in this release concerning our performance may be forward looking statements which involve risks and uncertainties that could cause actual results to vary materially from those in such statements. These risks and uncertainties include, and are not limited to, fluctuations in earnings, intense competition and success of investments

By Order of the Board

Mumbai

Date: 29th May, 2014 Surjeet Singh

Managing Director & CEO

For further details on the results, please visit our website: www.subex.com