2 Nov 2018 07:08
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 | |||||||