Outcome of the Board Meeting held on Feb 12, 2014

SUBEX LTD

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

Statement of Consolidated Unaudited Results for the Quarter and Nine months ended December 31 2013

PART - I

(Rs. In Lakhs except per share data)

 CONSOLIDATED

Particulars

3 Months ended

Preceding 3months ended

Corresponding3 months ended

For the nine months ended

For the nine month ended

Previous Year ended

31/12/2013

30/09/2013

31/12/2012

31/12/2013

31/12/2012

31/03/2013

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

1

Income From Operations

Net Sales/ Income From Operations

Product & Product related

9,144

8,544

8,720

25,464

22,775

30,734

Services

-

-

340

-

2,287

2,324

Total Income From Operations (Net)

9,144

8,544

9,060

25,464

25,062

33,058

2

Expenses

(a)

Cost of Hardware, Software & Services

202

285

194

670

620

817

(b)

Employee Benefits Expense and Sub-contract charges

4,544

4,576

4,910

13,512

16,483

20,669

(c)

Other Expenditure

1,753

1,595

1,934

5,031

5,412

6,981

(d)

Depreciation and Amortisation Expense

60

60

97

186

340

427

(e)

Exchange Fluctuation (Gain)/Loss-Net

1,379

305

(352)

593

214

655

Total Expenses

7,938

6,821

6,783

19,992

23,069

29,549

3

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

1,206

1,723

2,277

5,472

1,993

3,509

4

Other Income

Miscellaneous Income

3

40

47

50

77

89

5

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

1,209

1,763

2,324

5,522

2,070

3,598

6

Finance Costs

(a)

Interest on FCCB ( Refer Note 10)

896

864

781

2,536

1,436

2,212

(b)

Interest on Term Loan ( Refer Note 10)

215

215

47

620

74

2,612

(c)

Other Borrowing Cost

651

592

617

1,928

2,058

386

7

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

(553)

92

879

438

(1,498)

(1,612)

8

Exceptional Items (Net Expense) (Refer Note 2)

-

-

-

-

3,997

3,997

9

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

(553)

92

879

438

(5,495)

(5,609)

10

Tax Expense (Net) (Refer Note 11)

291

(64)

111

384

343

386

11

Net Profit / (Loss) From Ordinary activities after Tax (9+10)(Refer Note 4 )

(844)

156

768

54

(5,838)

(5,995)

12

Paid up Share Capital

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

16,664

16,664

15,938

16,664

15,938

16,664

13

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

-

-

-

-

-

5,836

14

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

Basic

(0.51)

0.09

0.48

0.03

(4.57)

(4.40)

Diluted

(0.51)

0.09

0.45

0.03

(4.57)

(4.40)

PART - II

A

PARTICULARS OF SHAREHOLDING

1

Aggregate of Public shareholding:*

Number of shares

158,366,608

153,182,840

143,920,673

158,366,608

143,920,673

149,946,715

Percentage of holding (to total shareholding)

95.04%

91.92%

90.30%

95.04%

90.30%

90.65%

2

Promoters and promoter group Shareholding

a) Pledged/Encumbered

- Number of shares

6,474,044

6,474,044

8,474,044

6,474,044

8,474,044

8,474,044

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

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

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

3.89%

3.89%

5.32%

3.89%

5.32%

5.12%

 b) Non-encumbered

- Number of Shares

-

-

-

-

-

-

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

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

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

0.00%

0.00%

0.00%

0.00%

0.00%

0.00%

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

Global Depository Reciepts

3 Months ended 31/12/2013

Preceding 3months ended 30/09/2013

Corresponding3 months ended 31/12/2012

For the nine months ended 31/12/2013

For the nine month ended 31/12/2012

For the Twelve Months ended 31/03/2013

- Number of underlying Equity Shares

1,799,310

6,983,078

6,989,399

1,799,310

6,989,399

6,989,399

- Percentage of Share Holding

1.08%

4.19%

4.38%

1.08%

4.38%

4.23%

Particulars

3 Months ended 31/12/2013

B

INVESTOR COMPLAINTS

Pending at the beginning of the quarter

Nil

Received during the quarter

Nil

Disposed off 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 February 12th, 2014, and the statutory auditors have carried out a 'Limited Review' of the same.

2

Exceptional items comprise -

Rs in Lakhs

Particulars

3 Months ended 31/12/2013

Preceding 3months ended 30/09/2013

Corresponding3 months ended 31/12/2012

For the nine months ended 31/12/2013

For the nine month ended 31/12/2012

Previous Year ended 31/03/2013

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Goodwill Impariment*

-

-

-

-

927

927

Exceptional Provision for Doubtful trade and other receivables**

-

-

-

-

3,070

3,070

TOTAL

-

-

-

-

3,997

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 has been categorised as an exceptional item.

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

3

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

Particulars

3 Months ended 31/12/2013

Preceding 3months ended 30/09/2013

Corresponding3 months ended 31/12/2012

For the nine months ended 31/12/2013

For the nine month ended 31/12/2012

Previous Year ended 31/03/2013

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Net Sales/ Income from Operations

8,203

7,246

7,737

22,027

19,614

26,556

Profit / (Loss) from ordinary activities before tax

(671)

(442)

843

(492)

(2,821)

(3,457)

Profit / (Loss) from ordinary activities after tax

(799)

(14)

843

(272)

(2,821)

(3,457)

4

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

3 Months ended 31/12/2013

Preceding 3months ended 30/09/2013

Corresponding3 months ended 31/12/2012

For the nine months ended 31/12/2013

For the nine month ended 31/12/2012

Previous Year ended 31/03/2013

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Revenue would have been lower by

-

-

-

-

959

959

Other Expenditure would have been higher by

-

81

-

81

-

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

-

-

-

-

359

359

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

-

(81)

(81)

1,318

(1,318)

Earnings / ( Loss) Per Share would have been

 -Basic

(0.55)

0.05

0.48

(0.02)

(5.61)

(5.35)

 - Diluted

(0.55)

0.05

0.45

(0.02)

(5.61)

(5.35)

5

The Company had received a demand of service tax of Rs.3608 Lakhs and equivalent amount of penalties under the provisions of the Finance Act, 1994 along with the consequential interest, for the period from April, 2006 to July, 2009 towards service tax payable on import of certain services. The Company had filed an appeal contesting the demand before the Central Excise and Service Tax Appellate Tribunal (CESTAT), Bangalore. During the period, CESTAT, without expressing any opinion, has remanded the appeal back to the adjudicating authority and dispensed with the requirement of pre-deposit.

6

During the year ended March 31, 2013 , the Company had 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 was 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 was required to be recognized. The Company anticipates achieving its projections by the year end, and accordingly no provision is considered necessary as at December 31, 2013.This is a matter of emphasis in the review report issued by the auditors.

7

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 is in the process of recovering the same.

8

SEGMENT REPORTING

(Rs in Lakhs)

Consolidated

3 Months ended

Preceding 3months ended

Corresponding3 months ended

For the nine months ended

For the nine month ended

Previous Year ended

31/12/2013

30/09/2013

31/12/2012

31/12/2013

31/12/2012

31/03/2013

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

1

Segment Revenue:

(a)

Products & Product related

9,144

8,544

8,720

25,464

22,775

30,734

(b)

Services ( Refer Note 9)

-

-

340

-

2,287

2,324

9,144

8,544

9,060

25,464

25,062

33,058

2

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

(a)

Products & Product related

1,264

1,812

1,096

5,687

1,038

4,203

(b)

Services ( Refer Note 9)

-

-

1,228

-

1,032

(605)

1,264

1,812

2,324

5,687

2,070

3,598

Less: Interest (Net)

1,762

1,671

1,445

5,084

3,568

5,210

Less : Other Unallocable expenses

55

49

-

165

3,997

-

Less : Exceptional items [Net]

(a)

Products & Product related

-

-

-

-

-

3,070

(b)

Services

-

-

-

-

-

927

Profit Before Taxation

(553)

92

879

438

(5,495)

(5,609)

3

Details of Capital Employed

(a) Products & Product related

98,862

98,696

93,784

98,862

93,784

97,200

(b) Services ( Refer Note 9)

230

404

(250)

230

(250)

(267)

(c) Unallocated

(83,327)

(84,440)

(69,360)

(83,327)

(69,360)

(74,434)

9

Service line business of the Company has been discontinued with effect from 01.04.2013. The capital employed for the quarter and nine months ended 31/12/2013 with regard to the Services segment represents the balance of trade receivables pending collections.

10

Interest on FCCB for the quarter and nine months ended 31/12/2013 amounting to Rs. 896 lakhs and 2536 lakhs respectively,(Previous period Rs 781 lakhs and Rs.1436 lakhs respectively) is payable on redemption on 7th July 2017.Interest on term loan for the quarter and nine months ended 31/12/2013 amounting to Rs.108 lakhs and Rs.317 lakhs respectively (Previous period : Rs Nil lakhs and Rs Nil lakhs respectively) is due for payment on 21st August 2016.

11

Tax expense for the quarter and nine months ended 31/12/2013 includes a tax charge of Rs 101 lakhs and tax credit (net) of Rs11 lakhs respectively.( Previous period : Rs 7 Lakhs and Rs 27 Lakhs respectively) relating to taxes of prior years.

12

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

13

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: 12th February, 2014

Surjeet Singh

Managing Director & CEO

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