Outcome of Board Meeting

SUBEX LTD

Registered office: Adarsh Tech Park, Outer Ring Road, Devarabisanahalli, Bangalore - 560 037

Statement of Consolidated Unaudited Results for the Quarter Ended June 30, 2012

PART- I

(Rs. In Lakhs except per share data)

CONSOLIDATED

Particulars

3 Months ended

Preceding 3months ended

Corresponding3 months ended

Previous year ended

30/06/2012

31/03/2012

30/06/2011

31/03/2012

Unaudited

Unaudited (Refer Note 2)

Unaudited

Audited

1

Income From Operations

(a)

Net Sales/ Income From Operations

Product & Product related

7,086

9,628

9,890

42,949

Services

1,112

1,170

1,138

4,834

Total Income From Operations (Net)

8,198

10,798

11,028

47,783

2

Expenses

(a)

Cost of Hardware, Software & Services

153

244

162

870

(b)

Employee Benefits Expense and Sub-contract charges

6,342

5,463

6,591

25,358

(c)

Other Expenditure

1,769

2,123

2,224

8,588

(d)

Depreciation and Amortisation Expense

126

171

210

780

Total Expenses

8,390

8,001

9,187

35,596

3

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

 (192)

2,797

1,841

12,187

4

Other Income

607

146

673

1,287

5

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

415

2,943

2,514

13,474

6

Finance Costs

809

1,083

1,031

4,285

7

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

 (394)

1,860

1,483

9,189

8

Exceptional Items (Net) (Refer Note 3)

-

 325

99

5,670

9

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

 (394)

1,535

1,384

3,519

10

Tax Expense (Net)

115

16

63

335

11

Net Profit / (Loss) From Ordinary activities after Tax (9+10)(Refer Note 8 & 9 )

 (509)

1,519

1,321

3,184

12

Paid up Share Capital

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

6,931

6,931

6,931

6,931

13

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

7,529

14

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

Basic

 (0.73)

2.19

1.91

4.59

Diluted

 (0.73)

2.18

1.48

4.59

PART - II

A

PARTICULARS OF SHAREHOLDING

1

Aggregate of Public shareholding:*

Number of shares

53,831,645

54,200,225

52,016,936

54,200,225

Percentage of holding (to total shareholding)

77.67%

78.20%

75.05%

78.20%

2

Promoters and promoter group

Shareholding

a) Pledged/Encumbered

- Number of shares

7,601,801

7,601,801

6,601,801

7,601,801

- Percentage of shares (as a % of the total shareholding of promoter and promoter group)

89.71%

93.83%

81.49%

93.83%

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

10.97%

10.97%

9.52%

10.97%

 b) Non-encumbered

- Number of Shares

872,243

500,000

1,500,000

500,000

- Percentage of shares (as a% of the total shareholding of promoter and promoter group)

10.29%

6.17%

18.51%

6.17%

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

1.26%

0.72%

2.16%

0.72%

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

Global Depository Receipts

3 Months ended 30/06/2012

Preceding 3months ended 31/03/2012

Corresponding3 months ended 30/06/2011

Previous year ended 31/03/2012

- Number of underlying Equity Shares

7,005,083

7,008,746

9,192,035

7,008,746

- Percentage of Share Holding

10.10%

10.11%

13.27%

10.11%

Particulars

3 Months ended 30/06/2012

B

INVESTOR COMPLAINTS

Pending at the beginning of the quarter

Nil

Received during the quarter

Nil

Disposed of during the quarter

Nil

Remaining unresolved at the end of the quarter

Nil

Notes :

1

The above results have been reviewed by the Audit Committee and approved by the Board of Directors in their meeting held on August 9, 2012.

2

The figures for the three months ended March 31, 2012 is the balancing figure between the audited figures for the full financial year then ended and the year to date unaudited figures published upto the nine months period ended December 31, 2011.

3

Exceptional items comprise -

Rs. In Lakhs

Particulars

3 Months ended 30/06/2012

Preceding 3months ended 31/03/2012

Corresponding3 months ended 30/06/2011

Previous year ended 31/03/2012

Unaudited

Unaudited (Refer Note 2)

Unaudited

Audited

Exchange Loss/(Gain) arising on restatement of Foreign Currency Convertible Bonds

-

325

99

5,534

Reversal of stock compensation expenses recorded earlier pursuant to voluntary surrender of options by employees

-

-

-

 (404)

Gain on Sale of Assets pertaining to Activation business during the quarter ended September 30, 2011 net of Redundancy costs

-

-

-

(56)

Other Redundancy costs

-

-

-

596

TOTAL

-

325

99

5,670

4

During the three months ended June 30, 2012, the Company has granted 11,400 options under its ESOP 2005 scheme.

5

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

6

Summary of Key Standalone Financial results is as follows -

Rs. In Lakhs

Particulars

3 Months ended 30/06/2012

Preceding 3months ended 31/03/2012

Corresponding3 months ended 30/06/2011

Previous year ended 31/03/2012

Unaudited

Unaudited (Refer Note 2)

Unaudited

Audited

Net Sales/ Income from Operations

5,717

8,132

7,648

32,901

Profit / (Loss) from ordinary activities before tax

 (863)

959

602

204

Profit / (Loss) from ordinary activities after tax

 (863)

1,105

492

240

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, new 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. 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.

8

As permitted under the Proposal approved by the Hon'ble High Court of Karnataka, which was given effect in the year ending 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

3 Months ended 30/06/2012

Preceding 3months ended 31/03/2012

Corresponding3 months ended 30/06/2011

Previous year ended 31/03/2012

Unaudited

Unaudited (Refer Note 2)

Unaudited

Audited

Loss under Exceptional Items would have been higher /(lower by)

-

 (225)

-

 (225)

Net profit would have been lower/(higher) by

-

 (225)

-

 (225)

Earnings / ( Loss) Per Share would have been

 -Basic

 (0.73)

2.52

1.91

4.92

 - Diluted

 (0.73)

2.51

1.48

4.91

9

Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate affairs, during the quarter ended December 31, 2011, the Company opted to adopt the transitional provisions under paragraph 46A of Accounting Standard 11 (AS 11) 'The Effects of Changes in Foreign Exchange rates' with effect from April 1, 2011. Accordingly, exchange differences arising on restatement of all long term monetary foreign currency assets and liabilities at rates different from those at which they were initially recorded or reported in previous financial statements (whichever is later) are accumulated in the Foreign Currency Monetary Item Translation Difference Account and are amortised over the balance period of such long term asset / liability. The cumulative impact of adopting the above policy upto the nine months ended December 31, 2011 was given effect to in the quarter ended December 31, 2011. Accordingly, the figures for the quarter ended June 30, 2011 disclosed in these results are as published earlier and do not consider the adoption of the above policy. The profits for the quarter ended June 30, 2011 would have been higher by Rs. 65 lakhs, had the policy been followed for the said period.

10

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.

SEGMENT REPORTING:

(Rs. In Lakhs)

Consolidated

3 Months ended

Preceding 3months ended

Corresponding3 months ended

Previous year ended

30/06/2012

31/03/2012

30/06/2011

31/03/2012

Unaudited

Unaudited (Refer Note 2)

Unaudited

Audited

1

Segment Revenue:

(a)

Products & Product related

7,086

9,628

9,890

42,949

(b)

Services

1,112

1,170

1,138

4,834

8,198

10,798

11,028

47,783

2

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

(a)

Products & Product related

454

2,653

2,656

13,378

(b)

Services

 (39)

290

 (142)

96

415

2,943

2,514

13,474

Less: Interest (Net)

809

1,083

1,031

4,285

Less : Other Unallocable (Income)/Expenditure & Exceptional items [Net]

-

325

99

5,670

Profit Before Taxation

 (394)

1,535

1,384

3,519

3

Details of Capital Employed

(a)

Products & Product related

Segment Assets

107,525

107,176

101,824

107,176

Segment Liabilities

14,333

16,291

15,378

16,291

(b)

Services

Segment Assets

1,291

1,303

1,377

1,303

Segment Liabilities

228

184

241

184

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

Bangalore

August 9, 2012

Subash Menon

Founder, Managing Director & CEO

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