Subex Ltd — Interim / Quarterly Report 2021

Feb 1, 2021

SUB6X S+91 80 3745 1377 S ; info@subex.com © www.subex.com

February 01,2021

To The National Stock Exchange of India Limited BSE Limited Mumbai, India

Dear Sir/Madam,

Sub: Subex Limited "The Company"- Outcome of the Board Meeting held on February 01, 2021.

Please be informed that the agenda items summarized hereunder were discussed and approved at the Board Meeting held today at Bengaluru:

Financial Results:

1. The Unaudited Standalone and Consolidated Financial Results of the Company for the quarter and nine-months ended December 31,2020.

Others Matters:

• 1. Declaration of interim dividend of Rs. 0.5/- (10 %) per equity share of par value of Rs.5/- each for the financial year 2020-21. Further, pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements), 2015 "SEBI (LODR) Regulations, 2015", the Company has fixed February' 11, 2021 as Record Date for determining the eligibility of the shareholders for Interim Dividend. The Interim Dividend will be paid on or before March 02,2021.
• 1. Change in the terms of appointment of Mr. Shiva Shankar Naga Roddam, (DIN: 07212118), Whole-Time Director & COO of the Company, with effect from February 01, 2021. A brief profile of Mr. Shiva Shankar Naga Roddam is enclosed herewith as Annexure- A.
• 1. Re-classification o f the below persons belonging to the 'Promoter/Promoter Group' category, to the 'Public' Category. The approval of the Board towards reclassification is subject to the approval of the members of the Company and the other regulatory authorities, if any, in terms of Regulation 3 1A of SEBI (LODR) Regulations, 2015 and amendments thereof. The certified extract of the minutes of the meeting is enclosed as Annexure-B.

SI.No.	Names of the Promoter/Promoter Group	No. of sharesheld
1.	Mr. Subash Menon-Promoter
2.	Mr. Sudeesh Yezhuvath- Promoter Group	NIL
3.	Kivar Holdings Private Limited- Promoter Group
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Subex Limited

CIN L85110KA1994PLC016663

Registered Address : Pritech Park - SEZ, Btock-09, 4th Floor, B Wing Survey No. 51 to 64/4, Outer Ring Road, Bellandur Village, Varthur Hobli, BengalurtJ- 560 103. In

• 1. Appointment of V. Sreedharan & Associates, Company Secretaries, for conducting the Secretarial Audit for the financial year 2020-21. A brief profile of V. Sreedharan & Associates in enclosed herewith as Annexure-C.
• 1. Appointment of RSM Astute Consulting Pvt. Ltd as Internal Auditors of the Company year ending March 31, 2022. A brief profile of RSM Astute is enclosed herewith as for the financial Annexure- D.
• 1. Grant of 12,40,500 Stock options by the Nomination & Remuneration Comini Directors, in accordance with ESOP 2018 Scheme of the Company. ttee of the Board of

Pursuant to Regulation 33 (3) and Regulation 47 of the SEB1 (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:

• a) The Unaudited Standalone and Consolidated Financial Results of the Company for the quarter and nine months ended December 31,2020.
• b) A copy o f the Press Release intended to be published to the media by the Company.
• c) Conference Call Invite: In terms of Regulation 30 of the SEBI (LODR) Regulations, 2015, the Management will host a conference call on Tuesday, February 02, 2021 at 11.00 A.M (1ST) and the details of the Conference call are enclosed herewith as Annexure E.
• d) Annexures A-E.

The meeting concluded at b 0p.m. We request you to take the aforesaid notification on record.

Yours truly, For Subex Li

VitlGcTKumar Padmanabhan Managing Director & CEO DIN:06563872

DISCLOSURE REQUIRED PURSUANT TO REGULATION 30 AND SCHEDULE III OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS! REGULATIONS, 2015 READ WITH PARA 7 OF CLAUSE A OF ANNEXURE I OF SEBI CIRCULAR No. CIR/CFP/CMD/4/2015 DATED SEPTEMBER 09, 2015.

Annexure-A

Profile- Mr. Shiva Shankar Naga Roddam

Mr. Shiva Shankar Naga Roddam is the Whole-Time Director & Chief Operating Officer 'COO' of Subex. responsible for Sales, Marketing, Engineering and Delivery. He is a management professional with close to two and half decades of experience in Telecommunications, Cloud and PaaS. He comes with extensive international experience and ability to scale businesses in highly competitive environments, particularly around the SaaS space. He holds a Management degree from 1MDR Pune, with a specialization in Sales & Marketing with minor in Systems. He is an undergraduate in Electronics Telecommunications Engineering and is a graduate in Triple Mathematics. He is not related to any of the Directors of the Company. The proposed change in the terms of appointment pertain to the moving of the employment agreement of Mr. Roddam from Subex Assurance LLP to Subex Limited. The Board at its meeting held on February 07, 2020 had approved the appointment of Mr. Shiva Shankar Naga Roddam as the Whole-Time Director of the Company for a period of 3 years with effect from February 07, 2020. The appointment was approved by the members at the 26'h Annual General Meeting of the Company held on September 25, 2020.

Annexure-C

Annexure-D

Profile- V. Sreedharan & Associates, Secretarial Auditors

V. Sreedharan & Associates is a premier and well known firm of Company Secretaries in practice headquartered in Bangalore, India with associates in Chennai, Coimbatore, Hyderabad, Ernakulum, Mumbai, Pune , Ahmedabad and New Delhi.

The firm provides a suite of professional consultancy services on Corporate Law' and Compliance, Securities Laws and Compliance Audit. The firm has clients across various industries ranging from manufacturing, infrastructure real estate construction, pharmacy, IT & BPO Companies.

The firm has been in existence for a decade.

Profile - RSM Astute Consulting Pvt. Ltd, Internal Auditors

RSM is a powerful network of audit, tax, and consulting experts with offices all over the world.

RSM in India consistently ranks amongst India's top six accounting and consulting groups offering a wide range of specialized services to meet the immediate as well as long-term need of business, that include internal audit and risk advisory, tax and consulting and has a multi-disciplinary team of over 1,750 professionals. The services of RSM are specifically designed to meet and assist an organisation in all its decision making processes ranging from undertaking corporate advisory and structuring, managing compliances with dynamic and evolving service areas in India vis-a-vis Ind AS / GST / Companies Act 2013, information technology systems audit and assurance, legal and secretarial services, tax advisory covering both Indian and international regulations, transfer pricing consulting and study report, due diligence review, internal control review' and audit, assistance in winding up, etc.

It has a national presence through offices in 11 key cities in India viz. Ahmedabad, Bengaluru, Chennai, Gandhidham, Hyderabad, Jaipur, Kolkata, Mumbai. New' Delhi-NCR, Pune, and Surat.

S.R. Batuboi & Associates LLP 12th Floor

Chartered Accountants

"UB City" Canberra Block No. 24. Vittel Mallya Road Bengaluru ' 560 001. India Tel : +91 80 6648 9000

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Ind AS Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Subex Limited

• 1. We have reviewed the accompanying statement of unaudited standalone Ind AS financial results of Subex Limited (the "Company") for the quarter ended December 31, 2020 and year to date from April 01, 2020 to December 31, 2020 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles..laid .down in.lndian. Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE)2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read With relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Partner ' Membership No.: 213803

Unique Document Identification Number: 2 1 2 . 1 3 & c,3 A A A A A O S S li

Place : Bengaluru Date : February 01, 2021

s W B.iUibo* A a%v h I l l * .i Linvtert l Mbii.lv P.i'tnei%h»p will: i.i P ifti+oMv No a a b o s feeflo OfF.ci* 2.: C.ir'Mf M»*<•!. IJIor* H' .Vrt Moos KoHuit.i WQ 0 1 *»

Registered office: Pritech Park - SEZ, Block-09,4th Floor, B Wing, Survey No. 51-64/4, Outer ring road, Bellandur, Bangalore -560 103Statement of Lnaudited Standalone Financial Results for the quarter and nine months ended December 31, 2020	S t BEX LIMITED
						( ? in Lakhs)
		Quarter ended			Year to date ficures for the nine months ended	Year ended
Particulars	December 31, 2020	September 30, 2020	December 31, 2019	December 31,2020	December 31.2019	March 31, 2020
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
Income
*> Share of profit from Limited Liability Partnerships before exceptional items (net ) (Refer note 3)Revenue from operations1	'i n286	428	284	1,225	690	1.079
Other income3		2665	5-	71,705	-41	1.889202
Total income (1+2+3)4	510	1,095	289	2.937	731	3.170
Expenses
Employee benefits expense	165	154	164	474	485	616
Finance costs	1	6	7	13	22	28
Depreciation and amortization expense	52	50	171	151	513	562
Marketing and allied service charges	128	127	129	386	396	530
Exchange fluctuation (gain)/loss. net	(17)	10	(4)	(21)	(39)	(34)
Share of loss from Limited Liability Partnerships before exceptional items (net) (Refer note 3)	-56	-77	24S	-	288392	>577
Other expensesTotal expenses5	385	424	126841	2381.241	2,057	2379
Profit/ (loss) before exceptional items and tax (4-5)6	125	671	(552)	1,696	(1.326)	891
Share of loss from Subex Assurance LLP (Refer note 3 and 4(i)]Exceptional items
Impairment of intangible assets and investment in subsidiary		-	(16.808)	-	(16,808)	(16,808)
Impairment of intangible asset [Refer note 4 (i)]		-	(3,599)	-	(3,599)	(3.599)
Prov ision for claim settlement (Refer note 4 (ii)]		-	0.054)		(1.054)	(1.054)
Provision no longer required written back		-	100	-	100	100
Gain on termination of lease agreement (Refer note 5)Provision for service tax receivable (Refer note 6)		(267)36	--	(267)36	--	--
Total exceptional items7		(231)	(21361)	(231)	(21.361)	(21361)
S			(21.913)1			(20.470)
Net profit/ (loss) before tax (6-7)	125	440		1,465	(22,687)
Provision for MAT credit [Refer note 7(i)]Current tax chargeTax expense, net9	--	6-	--	-6	--	*425
Reversal - foreign withholding taxes [Refer note 7(ii)]	(4)	(2)	-	(6)	-	(307)
Total-tax-expense	-------------------------- (4)	4			-	118
10 Net profit/ (loss) for the period/ year (8-9)	129	436	(21,90)	1.465	(22.687)	(20,588)
Items that will not he reclassified subsequently to profit or lost.Other comprehensive income/ (loss), net of taxRe-measurement loss on defined benefits plan11	(2)	(2)	(2)	(5)	(4)	(21)
12 Total comprehensive income/ (loss) for the period/ year (10+11)	127	434	(21,915)	1,460	(22,691)	(20,609)
[face value of? 5 each w e.f September 29.2020 and ? 10 upto September 28,2020]13 Paid up equity share capital (Refer note 8)	28,100	28,100	56,200	28,100	56,200	56.200
14 Other equity	-	-	-	-		(6.176)
15 Earning,''(loss) per share (of? 5 -each w.e.f September 29,2020 and ? 10 upto September 28, 2020)(not annualised in case of the interim periods) (Refer note 8)
- Diluted- Basic	0 020 02	0 08008	(4 04)(4 04)	0.270 27	(4 15)(4.15)	(3.78)(3.78)

	Share of profit (loss) from Limited Liability Partnerships are as follows	relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended					( ? in Lakhs)
			Quarter ended			Year to date figures for the nine months ended	Year ended
Particulars		December 31. 2020Unaudited	September 30. 2020Unaudited	December 31, 2019Unaudited	December 31, 2020	December 31. 2019Unaudited	March 31, 2020Audited
Share of profit from Subex Assurance LLP before exceptional items		912	1,225	321	3,434Unaudited	1,350	3.878
Share of loss from Subex Digital LLP		(626)	(560)	(569)	(1.729)	(1.638)	(1.989)
Total	(•)	286	665	(248)	1,705	(288)	1,889
Share of loss from Subex Assurance LLP ( Exceptional items)Impairment of intangible asset and investment in subsidiary	(H)		-	(16,808)	-	(16.808)	(16.808)
Total (i)+(ii)]		286	665	(17,056)	1.705	(17,096)	(14,919)
	The Company has presented share of profit and share of loss from Limned Liability Partnerships ('LLP') on net basis as the management considers the net income'expense to be its return on investment in LLP
	(i) During the previous year ended March 31, 2020, considenng the challenges and significant investment requirements of telecom operators which has resulted in longer opportunity conversion cycle and lower spends towards IT solutions, themanagement had earned out the annual impairment exercise as at December 3 1, 2010 in respect of its intangible assets and investment in subsidiaries and basis valuation carried out by an external expert, had made an impairment provision of? 3,599Lakhs towards earning value of intangible asset and ? 16,808 Lakhs towards the carrying value o f investment in subsidiary In view o f the COVID-19 pandemic, the management has reassessed its projections and assumptions and has concluded that,the carrying value of it's intangible asset and investments in us subsidiaries as at December 31, 2020 is appropriate
	(li) During the previous year ended March 31, 2020, the Company entered into settlement agreement with former MD & CEO and former COO of the company in respect of long drawn litigation wherein certain claims were made against theCompany In terms of the settlement agreement, the Company paid an amount of ? 820 Lakhs (net of ? 234 Lakhs recoverable from such ex-employees) Accordingly, the aforesaid litigation is amicably settled
	Represents gam arising on termination of the lease agreement of existing office premises in India, accounted in accordance with Ind AS 11 6 - Leases
	During the previous quarter ended September 30. 2020, service tax receivable of? 267 lakhs has been provided considering the uncertainty with regards to its realisation
	(i) During the previous year ended March 31.2020. the MAT credit entitlement of ? 425 Lakhs has been provided considering the uncertainty with regards to its utilisation
	Represents provision in respect of withholding taxes deducted/ deductible by the overseas customers of the Company.
	Consequently, the Company tiled a certified copy of Order with Registrar of Companies ('ROC') on September 29, 2020 and utilized an amount of ? 28,100 Lakhs from paid-up share capital of the Company by reducing the face value of the equityThe Board of Directors in its meeting held on February 07, 2020, approv ed a scheme of Capital Reduction in accordance with Section 52 of the Companies Act. 2013 and Section 66 of the Companies Act. 2013 read with National Company LawTribunal ('NCLT") (Procedure for reduction of share capital of Company) Rules. 2016 and other applicable provisions of the Companies Act, 2013 The Hon'ble NCI.T approved the said Scheme vide its order dated September 23, 2020shares from ? 10 - to ? 5 - each and ? 10.301 Lakhs from sccuntics premium to write-off its accumulated losses of ? 38.401 Lakhs.
	The Company 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 Reportingare considered to constitute one segment and hence the Company has not made any additional segment disclosures
conditions	The full impact of COVID - 19 still remains uncertain and could be different from the estimates considered while preparing these standalone financial results The Company shall continue to closely monitor any material changes to future economic
becomes effective	The Code on Social Security, 2020 ('Code*) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020 The Code has been published in the Gazette of In a However, the date onwhich the Code will conic into effect has not been notified and the final rules interpretation have not yet been issued The Company will assess the impact of the Code when it comes into effect and will record any Related ivrjp, t in the period the Code
	The Board of Directors at its meeting held on February 01,202! has declared an intenm dividend o f? 0 50/- (10 %) per equity share on face value of ? 5 - each for the financial year 2020-2021
P lace: B en g alu ru						VfylMl Wtffifiii PadmsliabhanManaging Director & CEO
Date: February 01, 2021

S.R. Batuboi & Associates LLP 12th Floor

Chartered Accountants

"UB City" Canberra Block No. 24, Vittal Mallya Road Bengaluru • 560 0C1. India Tel : +91 BO 6648 9000

Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Ind AS Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Subex Limited

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Ind AS Financial Results of Subex Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), for the quarter ended December 31, 2020 and year to date from April 01, 2020 to December 31, 2020 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 Of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
• 1. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

• 1. The Statement includes the results of the Holding Company and its following subsidiaries:
  • a. Subex America Inc.
    • b. Subex Inc.
    • c. Subex (Asia Pacific) Pte Limited
  • d. Subex (UK) Limited
  • e. Subex Middle East, FZE
  • f. Subex Technologies Limited
  • g. Subex Azure Holdings Inc.
  • h. Subex Assurance LLP
  • i. Subex Digital LLP
  • j. Subex Bangladesh Private Limited

S.R. Batliboi & Associates U P

Chartered Accountants

Based on our review conducted and procedures performed as stated in paragraph has come to our attention that causes us to believe that the accompanying Statem accordance with recognition and measurement principles laid down in the aforesaid Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as ami relevant rules issued thereunder and other accounting principles generally accepted disclosed the information required to be disclosed in terms of the Listing Regulatio manner in which it is to be disclosed, or that it contains any material misstatement. 3 above, nothing ent, prepared in Indian Accounting ended, read with in India, has not ns, including the

For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

? V \ i *

per Rajeev Kufnar ajeev Ku^n Partner Membership No.: 213803

Unique Document Identification Number: X l A A A A A P £

Place : Bengaluru Date : February 01, 2021

Registered office: Pritech Park - SEZ, Block-09,4th Floor, B Wing, Survey No. 51-64/4, Outer ring road, Bellandur, Bangalore -560 103		SI BEX LIMITED
Statement of I'naudited C onsolidated Financial Results for the quarter and nine months ended December 31, 2020						( ? in Lakhs)
		Quarter ended			Year to date figures for the nine months ended	Year ended
Particulars	December 31, 2020Unaudited	September 30, 2020I'naudited	December 31, 2019I'naudited	December 31,2020Unaudited	December 31. 2019Unaudited	March 31, 2020Audited
Income
Revenue from operations1	9,388	9,329	9.609	27,587	26,071	36,498
Other income2	106	100	52	302	228	563
Total income (1+2)3	9,494	9.429	9.661	27.889	26,299	37,061
Employee benefits expense (Refer note 4)Expenses	5,256
		4,890	4.556	14,703	13,302358	17,454
finance costs	38	103	115	251		477
Depreciation and amortization expense	424	365	367	1,155	1,116	1,508
Exchange fluctuation loss-'(gain), net	449	438	512	698	(39)	(887)
Other expenses4	1,648	1.461	2,768	4,651	7,216	10,513
Total expenses	7,815	7,257	8,318	21,458	21.953	29,065
Profit before exceptional items and tax (3-4)5	1.679	2.172	1.343	6.431	4346	7.996
Exceptional items
Impairment of goodwill (Refer note 5(i)]	-	-	(31,473)	-	(31.473)	(31.473)
Provision no longer required written back	-	-	761	-	761	761
Provision for claim settlement [Refer note 5(ii)]	-	-	(1,054)	-	(1,054)	(1,054)
Provision for service tax receivable (Refer note 6)	-	(267)	-	(267)	-	-
Gain on termination of lease agreement (Refer note 7)	-	554	-	554	-	-
Total exceptional items6	-	287	(31,766)	287	(31,766)	(31,766)
Net profit/ floss) before tax (5-6)7					(27,420)	(23,770)
	1,679	2,459	(30,423)	6.718
Tax expense, net8
Current tax charge	49	7	80	57	82	117
Provision for MAT credit (Refer note 8 (i)]	-	-	-	-	-	425
Provision - foreign withholding taxes [Refer note 8 (ii)(	208	386	163	940	647	754
Deferred tax charge (Refer note 9)	551	841	606	2,109	1.964	1.849
Total tax expense	808	1.234	849	3,106	2,693	3,145
Net profit/ floss) for the period/ vear (7-8)9	871	1.225	(31.272)	3,612	(30,113)	(26.915)
Other comprehensive income/ (loss) net of tax expense10
Items that will be reclassified subsequently to profit or loss:
Items that will not be reclassified subsequently to profit or loss:Re-measurement loss on defined benefits plan	(14)	(20)	CO)	(38)	(55)	(34)
Total other comprehensive income/ floss)	441	138	575	537	150	(29)
Total comprehensive income/ (loss) for the period/ year (9+10)II	U 12	1,363	(30,697)	4,149	(29,963)	(26.944)
[face v alue of ? 5 each w e f September 29, 2020 and * 10 upto September 28.12 Paid up equity share capital (Refer note 10)	28,100	28.100	56,200	28.100	56,200	56,200
13 Other equity20201	-	-	-		-	(4,661)
September 28, 2020) (not annualised in case of the interim periods)(Refer note 10)14 Eamings/floss) per share (of? 5 -each w e.f September 29,2020 and < 10 upto
- Basic	0.16	0.23	(5.77)	067	(551)	(4.94)
- Diluted	0 16	0 23	(5 77)	0 66	(5 51)	(494)

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 o f Ind AS 108 on OperatingThe full impact of COV1D - 19 still remains uncertain and could be different from the estimates considered while preparing these consolidated financial results The Group shall continue to closely monitor any material changesHowever, the date on which the Code will come into effect has not been notified and the final rules'interpretation have not yet been issued The Group will assess the impact of the Code when it comes intoi:t/ect and will recordDeferred tax charge, comprises of 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 taxabletemporary differences, which arose mainly on account of business restructuring effected from November 1, 2017, wherein, the Company's RMS business and the Digital business was transferred on going concern basis to Subexorder dated September 23,2020 Consequently, the Company tiled a certified copy of the Order with Registrar of Companies CROC') on September 29, 2020 and utilized an amount of ? 28,100 Lakhs from paid-up share capital of(i) During the previous year ended March 31, 2020, considenng the challenges and significant investment requirements of telecom operators which has resulted in longer opportunity conversion cycle and lower spends towardsimpairment provision of ? 31.473 Lakhs towards carrying value of goodwill In view of the COV1D -19 pandemic, the management has reassessed its projections and assumptions and has concluded that, the carrying value of it's(ii) During the previous year ended March 31, 2020, the Company had entered into settlement agreement with former MD & CEO and former COO of the company in respect of long drawn litigation wherein certain claims weremade against the Company In terms of the settlement agreement, the Company has paid an amount o f? 820 lakhs (net o f? 234 I.akhs recoverable from such cx-cmployecs) Accordingly, the aforesaid litigation is amicablyEmployee benefits expenses for the quarters ended December 31, 2020, September 30, 2020, and December 31, 2019 are net of reversal of provision no longer required, in respect of employee incentives relating to sales anddelivery commissions, amounting to ? 43 Lakhs, ? 62 Lakhs and ? 149 Lakhs, respectively, and that for the nine months ended December 31, 2020 and December 31, 2019 amounting to ? 333 Lakhs and ? 450 Lakhs,IT solutions, the management had carried out the annual impairment exercise as at December 31, 2019 in respect of carrying value of goodwill and basis valuation carried out by an external valuation expert, had made anThe Code on Social Security, 2020 ("Code') relating to emplovee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in tile Gazette of IndiaNational Company LawTribunal CNCLT') (Procedure for reduction of share capital of Company) Rules, 2016 and other applicable provisions of the Companies Act, 2013 The Mon'ble NCLT approved the said Scheme vide itsThe Board of Directors in its meeting held on February 07,2020, approved a scheme of Capital Reduction in accordance with Section 52 of the Companies Act, 2013 and Section 66 of the Companies Act. 2013 read with(22.687)(22.687)(22.961)Year to date figures for the nine months ended731December 31,2019Unauditedthe Company by reducing the face value of the equity shares from ? 10/- to ? 5/- each and ? 10.301 Lakhs from securities premium to write-off its accumulated losses of? 38.401 Lakhs1,4601,465The Board of Directors at its meeting held on February 01,2021 has declared an interim dividend o f? 0 50/- (10%) per equity share on face value of? 5 - each for the financial vear2.9371,465December 31,2020Segments Reporting are considered to constitute one segment and hence the Group lias not made any additional segment disclosures_____________________________________Unaudited(i) During the previous year ended March 31.2020, the MAT credit entitlement of ? 425 Lakhs has been provided considering the uncertainty with regards to its utilisationDuring the previous quarter ended September 30.2020, service tax receivable of? 267 lakhs has been provided for considering the uncertainty as regards to its realisation(21.913)(21,913)(21,915)289December 31. 2019UnauditedRepresents gain arising on termination of the lease agreement of existing office premises in India, accounted in accordance with Ind AS 116 - Leases.1.095440436434September 30, 2020Unaudited(ii) Represents provision in respect of withholding taxes deducted.' deductible by the overseas customers of the GroupDecember 31. 2020510125129127Cnauditedrespectively and for that year ended March 31.2020 amounting to ? 692 lakhsany related impact in the period the Code becomes effectiveTotal comprehensive income / (loss) for the period' yearAssurance LLP and Subex Digital LLP respectivelygoodwill as at December 31,2020 is appropriateNet profit/ (loss) for the period/ yearto future economic conditionsNet profit (loss) before taxTotal incomeParticularssettled.						( ? in Lakhs)
			Quarter ended			March 31,2020Year ended
						Audited
						3,170
						(20.470)(20.588)
						(20.609)
l Director & CEODate: February 01,2021	Place: Bengaluru				r Padman

CERTIFIED TRUE COPY OF THE EXTRACT OF THE MINUTES OF MEETING NO. 6/2020-21 OF THE BOARD OF DIRECTORS OF SUBEX LIMITED "THE COMPANY" HELD THROUGH VIDEO CONFERENCE, ON MONDAY, FEBRUARY 01, 2021 AT SUBEX LIMITED, PRITECH PARK - SEZ, BLOCK - 09, 4™ FLOOR, B WING, SURVEY. NO. 51 TO 64/4, OUTER RING ROAD, BELLANDUR VILLAGE, VARTHUR HOBLI, BENGALURU-560 103.

APPROVAL FOR THE REQUEST LETTERS RECEIVED FROM PERSONS BELONGING TO THE PROMOTER/PROMOTER GROUP FOR RE-CLASSIFICATION OF THE CATEGORY FROM 'PROMOTER/PROMOTER GROUP' TO 'PUBLIC'

The request letters from Mr. Subash Menon. Mr. Sudeesh Yezhuvath and Kivar Holdings Private Limited, dated January 25,2021 [Collectively referred to as the "Promoter/Promoter Group'"], pertaining to re-classification o f their category from "Promoter/Promoter Group'' to "Public", were placed before the Board.

The Board was informed that:

• 1. The individual holding o f the Promoter/ Promoter Group does not exceed 10% o f the shareholding o f the Company.
• 1. The said Promoter / Promoter Group does not have control over the affairs of the Company or in any decision making process o f the Company and hence, have jointly made a request for the re-classification from "Promoter & Promoter Group" to "Public".
• 1. The Promoter / Promoter Group have specifically mentioned in the application that they satisfy all the conditions specified in sub-clause (i) to (vii) o f clause (b) o f subreg u latio n (3) o f R egulation 31A o f SKBI (L istin g O b lig atio n s and D isclosure Requirements) (Sixth Amendment) Regulations, 2018 and also confirmed that at all times from the date o f such re-classification, they will continue to comply with conditions mentioned Regulation 31A o f SEB1 (LODR) (Sixth Amendment) Regulations, 2018 post reclassification from "Promoter/Promoter Group" to "Public".

In view o f the provisions o f Regulation 31A o f SEBI (LODR) (Sixth Amendment) Regulations, 2018 and on satisfaction o f the conditions (i) to (vii) specified in clause (b) o f sub-regulation (3) and compliance o f sub-regulation (4) o f Regulation 31A o f SEBI

Subex Limited

CIN - L85110KA1994PLC016663

Registered Address : Pritech Park - SEZ, Block-09, 4th Floor, B Wing Survey No. 51 to 64/4, Outer Ring Road, Bellandur Village, Varthur Hobli, Bengaluru - 560 103. India o f sub-regulation (3) and compliance o f sub-regulation (4) o f Regulation 31A o f SEB1 (LODR) (Sixth Amendment) Regulations, 2018, the members o f the Board are o f the view that application for re-classification from Promoter /Promoter Group to Public be accepted and be placed before the Members o f the Company for their approval. On approval o f the same by the members, application be made by the Company to National Stock Exchange o f India Limited and BSE Limited and/or to any other authority for their approval, as may be necessary. Members of the Board then passed the following resolutions:

" RESOLVED THAT pursuant to the provisions o f Regulation 31A o f the SEBI (LODR) Regulations, 2015 and other relevant provisions if any, [including any statutory modification^), or reenactment(s) thereof for the lime being in force] and subject to the approval o f the shareholders, the Stock Exchanges' and other appropriate statutory authorities as may be necessary, the approval o f the Board o f Directors o f the Company be and is hereby accorded fo r the re-classification o f Mr. Subash Menon from the 'Promoter/ Promoter Group ' Category to 'Public ' Category in the shareholding o f the Company. "

"RESOLVED FURTHER THAT pursuant to the provisions o f Regulation 31A o f the SEBI (LODR) Regulations, 2015 and other relevant provisions if any, [including any statutory modification(s), or reenactment(s) thereof for the time being in force] and subject to the approval o f the shareholders, the Stock Exchanges' and other appropriate statutory authorities as may be necessary, the approval o f the Board o f Directors o f the Company be and is hereby accorded fo r the re-classification o f Mr. Sudeesh Yezhuvath from the 'Promoter/ Promoter Group ' Category to 'Public' Category in the shareholding o f the Company. "

"RESOL VED FURTHER THA T pursuant to the provisions o f Regulation 31A o f the SEBI (LODR) Regulations, 2015 and other relevant provisions if any, [including any statutory modifications), or reenactment (s) thereof, for the time being in force] and subject to the approval o f the shareholders, the Stock Exchanges' and other appropriate statutory authorities as may be necessary, the approval o f the Board o f Directors o f the Company be and is hereby accorded fo r the re-classification ofKivar Holdings Private Limited from the 'Promoter/ Promoter Group' Category to 'Public ' Category in the shareholding o f the Company. "

"RESOLVED FURTHER THAT on approval o f the Stock Exchanges upon application fo r re-classification o f the afore said applicant(s) the Company shall effect such reclassification in the statement o f shareholding pattern from immediate succeeding quarter under Regulation 31 o f the SEBI (LODR) Regulations, 2015 and compliance to

the SEBI (Substantial Acquisitions and Takeover) Regulations 2011 and SEBI (Prohibition o f Insider Trading) Regulations, 2015 and other applicable provisions. "

"RESOLVED FURTHER THAT Mr. Vi nod Kumar Padmanabhan. Managing Director & Chief Executive Officer, Mr. Venkatraman G S, Chief Financial Officer and Mr. G V Krishnakanth, Company Secretary & Compliance Officer, be and are hereby severally authorized to perform and execute all such acts, deeds, matters and things including hut not limited to making intimation/filings to stock exchange(s), seeking approvals from the Securities and Exchange Board o f India, BSE Limited, the National Stock Exchange o f India Limited(as applicable), and to execute all other documents required to be filed in the above connection and to settle all such questions, difficulties or doubts whatsoever which may arise and amend such details and to represent before such authorities as may be required and to take all such steps and actions in this regard to give fu ll effect to the aforesaid resolutions. "

//CERTIFIED TRUE COPY//

For Subex Limited

a

G V Krishnakanth Company Secretary & Compliance Officer

Subex announces Q3FY21 results; declares interim dividend of 10%

1st FEBRUARY 2021, BENGALURU, INDIA - Subex. a pioneer in the space of Digital Trust, today announced its consolidated financial results for the nine months ended December 31, 2020.

Commenting on the results Anil Singhvi, Chairman of the board, said, "I am extremely happy to state that Subex's performance has consistently been in line with expectations. The company today has a cash balance of over Rs. 160 crores as against huge debt just a few years back, which is very encouraging. The board of directors of Subex today decided to pay a 10% interim dividend. It's a matter of great satisfaction that after a gap of 14 long years, Subex is returning to dividend list."

Performance Highlights for the Quarter and 9 months ended December 31, 2020:

					(INR in Millions)
Particulars	Qtr endedDec'31, 2020(CQ)	Qtr endedDec'31, 2019(CPQ)	GrowthCQ vs CPQ	Qtr endedSept'30, 2020(PQ)	GrowthCQ vs PQ
Revenue	939	961	-2%	933	1%
EBITDA	203	177	15%	254	-20%
PAT	87	49*	78%	122	-29%

*Excluding Exceptional Item

			(INR in Millions)
Particulars	9M endedDec'31, 2020	9M endedDec'31, 2019	GrowthYoY
Revenue	2,759	2,607	6%
EBITDA	753	559	35%
PAT	361	165*	119%

*Excluding Exceptional Item

Vinod Kumar, Managing Director & CEO, Subex, said "Q3FY21 witnessed Subex deliver another quarter of good results. We are seeing steady progress in new project initiation from our customers and won several contracts, around our core portfolio, from some of the largest names in the telecom world, including Telefonica and Saudi Telecom Company.

In terms of our newer solutions, we secured customers for our Capacity Management and Digital Identity solutions and also forged strategic partnerships in disruptive areas such as Blockchain.

We are excited at the prospect of the upcoming launch of our Augmented Analytics platform, which will revolutionize how e n te rp rises adopt A rtificial Intelligence. O verall w e are progressing steadfastly tow ards our vision of being the leaders in the space of Digital Trust, which will result in significant value addition to all our stakeholders."

Highlights of the Quarter

• Selected by stc for intergrated ROC Revenue Assurance and ROC Fraud Management solution
• Partnered with Telefonica to provide latest version of ROC Fraud Management
• Secured a deal with a regulatory body in Africa to to monitor the network performance and customer experience in the region in near real-time
• Partnered with Tech Mahindra to drive adoption of blockchain-based solutions for telecom operators globally
• DSO for the quarter ended December 31, 2020 is at 91 days as against 93 days in the previous quarter ended September 30,2020.

About Subex

Subex is a pioneer in enabling Digital Trust for businesses across the globe.

Founded in 1994, Subex has spent over 25 years in helping global Communications Service Providers maximize their revenues and profitability. With a legacy of having served the market through its world-class solutions for business optimization and analytics, Subex is now leading the way by enabling all-round Digital Trust in the business ecosystems of its customers. Focusing on privacy, security, risk mitigation, predictability, and confidence in data, Subex helps businesses embrace the disruptive changes in the business landscape and succeed with Digital Trust.

Subex leverages its award-winning product portfolio in areas such as Revenue Assurance, Fraud Management, Network Analytics, and Partner Management, and complements them through its digital solutions such as loT Security and Insights. Subex also offers scalable Managed Services and Business Consulting services. Subex has more than 300 installations across 90+ countries.

In case of any queries, please reach out to;

Investor Relations		Media & Communications
Mr. G V KrishnakanthCompany Secretary+91 99005 90024krishnakanth.qv@subex.com	Mr. Diwakar Pingle,Managing Director,Christensen India PrivateLimited,+91 98339 04971dDinale@ChristensenlR.com	Mr. Sandeep Banga+91 99168 24122sandeep.banaa@subex.com

-END-

Subex Limited Q3 FY21 Earnings Call Invite

Subex Limited to announce Q3 FY21 results on 1 st February, 2021; Earnings call to be held on 2 nd February, 2021 at 11:00 am (IST)

Subex Ltd. (BSE: SUBEX I 532348), (NSE: SUBEXLTD), a leading telecom analytics solution provider, will announce its consolidated financial results for the third quarter and nine months FY21 ended 31st December 2020 on Monday, 1 st February, 2021. The earnings call for the results will be held on Tuesday, 2 nd February, 2021 at 11:00 am (IST).

The Details of Earnings Conference Call are:

Date: 2 nd February, 2021

Time (IST): 11:00 AM – 12:00 PM

Dial-in Number: +91 22 6280 1348 / 7115 8078

The number listed above is universally accessible from all networks and all countries

Local Access Number: +91-7045671221

Available all over the India

Diamond Pass:

Click Here to join with DiamondPass™ (No Wait Time)

International Toll-Free Numbers:

USA – 1 866 746 2133 UK – 0 808 101 1573 Singapore – 800 101 2045 Hong Kong – 800 964 448

Management Representation from Subex Limited

Mr. Vinod Kumar Padmanabhan, Managing Director & CEO, Subex Limited

Mr. Venkatraman G S, Chief Financial Officer, Subex Limited

Participants are requested to log in 10 minutes prior to the start of the scheduled call.

About Subex

Subex is a leading telecom analytics solutions provider, enabling a digital future for global telcos.

Founded in 1994, Subex has spent over 25 years in enabling 3/4th of the largest 50 CSPs globally achieve competitive advantage. By leveraging data which is gathered across networks, customers, and systems coupled with its domain knowledge and the capabilities of its core solutions, Subex helps CSPs to drive new business models, enhance customer experience and optimise enterprises.

Subex leverages its award-winning product portfolio in areas such as Revenue Assurance, Fraud Management, Asset Assurance and Partner Management, and complements them through its digital solutions such as IoT Security and Insights. Subex also offers scalable Managed Services and Business Consulting services.

Subex has more than 300 installations across 90+ countries.

In case of any queries, please reach out to

G V Krishnakanth	Diwakar Pingle
Subex Ltd.	Christensen IR
080 3745 1377	022 4215 0210
Krishnakanth.gv@subex.com	dpingle@christensenir.com

Certain statements in this document that are not historical facts are forward looking statements. Such forward-looking statements are subject to certain risks and uncertainties like government actions, local, political or economic developments, technological risks, and many other factors that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. The Company will not be in any way responsible for any action taken based on such statements and undertakes no obligation to publicly update these forwardlooking statements to reflect subsequent events or circumstances.